UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from ________ to _________.
Commission File Number 333-29005-01
PANDA GLOBAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2697755
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
4100 Spring Valley Road, Suite 1001, Dallas, Texas 75244
(Address of principal executive offices, including zip code)
(972) 980-7159
(Registrant's telephone number, including area code)
None
- -------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of November 10, 1998.
Common Stock, Par Value $.01 Per Share 1,000
<PAGE>
PART I - FINANCIAL INFORMATION
PAGE
----
Item 1. Financial Statements (Unaudited) ................................ F-1
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations .................. 1
PART II - OTHER INFORMATION
Item 1. Legal Proceedings ............................................... 6
Item 5. Other Information ............................................... 8
Item 6. Exhibits and Reports on Form 8-K ................................ 9
<PAGE>
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical fact included in this Quarterly Report on
Form 10-Q, including, without limitation, statements regarding financial
position, projects under evaluation or development, construction or other
budgets and plans and objectives for future operations, are forward-looking
statements. Although the registrant believes that the expectations reflected in
such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from the registrant's expectations
("Cautionary Statements") include the impact of geopolitical occurrences
worldwide; the results of financing efforts; risks in financial markets; risks
under contracts and swap agreements; changes in laws and regulations; unforeseen
engineering and mechanical or technological difficulties; and other risks
described in the registrant's filings from time to time with the Securities and
Exchange Commission. All subsequent written and oral forward-looking statements
attributable to the registrant or persons acting on its behalf are expressly
qualified in their entirety by the Cautionary Statements.
<PAGE>
PANDA GLOBAL HOLDINGS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Nine Months Ended September 30, 1997 and 1998
(Unaudited)
<PAGE>
PANDA GLOBAL HOLDINGS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
(Unaudited)
December 31 September 30
1997 1998
------------- -------------
<S> <C> <C>
Current assets:
Cash and cash equivalents ............................... $ 2,929,289 $ 2,162,514
Restricted cash - current ............................... 92,828,082 70,796,718
Accounts receivable ..................................... 9,786,837 12,168,731
Fuel oil, spare parts and supplies ...................... 6,264,549 6,135,122
Other current assets .................................... 257,877 79,882
------------- -------------
Total current assets .................................. 112,066,634 91,342,967
Plant and equipment:
Electric generating facilities .......................... 291,515,328 295,113,042
Furniture and fixtures .................................. 533,663 542,989
Less: accumulated depreciation .......................... (38,114,058) (47,205,004)
Construction in progress ................................ 36,131,069 71,048,336
Development costs ....................................... 2,942,340 7,205,177
------------- -------------
Total plant and equipment, net ........................ 293,008,342 326,704,540
Investment in joint venture ............................... 836,654 836,654
Restricted cash - debt service reserves and escrow deposits 72,430,527 46,533,053
Debt issuance costs, net of accumulated
amortization of $1,583,368 and $2,824,454 respectively .. 13,539,612 12,328,526
------------- -------------
$ 491,881,769 $ 477,745,740
============= =============
</TABLE>
See accompanying notes to condensed financial statements.
F-1
<PAGE>
PANDA GLOBAL HOLDINGS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDER'S DEFICIT
<TABLE>
<CAPTION>
(Unaudited)
December 31 September 30
1997 1998
------------- -------------
<S> <C> <C>
Current liabilities:
Accounts payable and accrued expenses:
Construction costs ................................. $ 5,600,000 $ 8,700,000
Interest and letter of credit fees ................. 9,697,648 11,576,182
Operating expenses and other ....................... 4,879,522 3,856,001
Current portion of long-term debt .................... 5,816,974 5,507,616
------------- -------------
Total current liabilities ........................ 25,994,144 29,639,799
Deferred revenue ....................................... 13,140,387 12,765,151
Long term debt, less current portion ................... 349,667,769 346,390,737
Capital lease obligation ............................... 231,278,528 238,697,459
Minority interest ...................................... 5,741,166 5,741,166
Commitments and contingencies (Note 4)
Shareholder's deficit:
Common stock, $.01 par value; 1,000 shares authorized,
issued and outstanding ............................ 10 10
Advances to parent ................................... (52,738,381) (55,203,456)
Accumulated deficit .................................. (81,201,854) (100,285,126)
------------- -------------
(133,940,225) (155,488,572)
------------- -------------
$ 491,881,769 $ 477,745,740
============= =============
</TABLE>
See accompanying notes to condensed financial statements.
F-2
<PAGE>
PANDA GLOBAL HOLDINGS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1998
(UNAUDITED)
1997 1998
------------ ------------
REVENUE:
Electric capacity and energy sales ....... $ 48,346,898 $ 60,245,537
Steam and chilled water sales ............ 439,042 490,025
Interest income .......................... 5,533,725 6,365,518
------------ ------------
54,319,665 67,101,080
------------ ------------
EXPENSES:
Plant operating expenses ................. 20,867,693 19,741,409
Project development and administrative ... 7,356,713 12,871,307
Interest expense and letter of credit fees 40,293,506 43,239,603
Depreciation ............................. 8,846,929 9,090,947
Amortization of debt issuance costs ...... 786,349 1,241,086
------------ ------------
78,151,190 86,184,352
------------ ------------
NET LOSS ................................... $(23,831,525) $(19,083,272)
============ ============
See accompanying notes to condensed financial statements.
F-3
<PAGE>
PANDA GLOBAL HOLDINGS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1998
(UNAUDITED)
1997 1998
------------ ------------
REVENUE:
Electric capacity and energy sales ........... $ 16,060,659 $ 25,718,687
Steam and chilled water sales ................ 154,739 109,271
Interest income .............................. 2,619,285 1,988,631
------------ ------------
18,834,683 27,816,589
------------ ------------
EXPENSES:
Plant operating expenses ..................... 7,238,987 8,645,394
Project development and administrative ....... 2,490,163 6,033,443
Interest expense and letter of credit fees ... 15,267,581 14,002,417
Depreciation ................................. 2,949,025 3,240,668
Amortization of debt issuance costs .......... 371,757 416,191
------------ ------------
28,317,513 32,338,113
------------ ------------
NET LOSS ....................................... $ (9,482,830) $ (4,521,524)
============ ============
See accompanying notes to condensed financial statements.
F-4
<PAGE>
PANDA GLOBAL HOLDINGS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDER'S DEFICIT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
Common Stock Total
---------------- Advances Accumulated Shareholder's
Shares Amount to Parent Deficit Deficit
------ ------ ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, January 1, 1998 ................................. 1,000 $ 10 $(52,738,381) $ (81,201,854) $(133,940,225)
Advances (to) from parent, net .......................... -- -- (2,465,075) -- (2,465,075)
Net loss ................................................ -- -- -- (19,083,272) (19,083,272)
------ ------ ------------ ------------- -------------
BALANCE, September 30, 1998 ............................... 1,000 $ 10 $(55,203,456) $(100,285,126) $(155,488,572)
====== ====== ============ ============= =============
</TABLE>
See accompanying notes to condensed financial statements.
F-5
<PAGE>
PANDA GLOBAL HOLDINGS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1998
------------- ------------
OPERATING ACTIVITIES:
<S> <C> <C>
Net loss .................................................. $ (23,831,525) $(19,083,272)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation .......................................... 8,846,929 9,090,947
Amortization of debt issuance costs ................... 786,349 1,241,086
Amortization of loan discount and deferred
interest on capital lease obligation ................ 16,541,385 17,616,696
Write-off of project development costs ................ -- 2,941,040
Changes in assets and liabilities:
Accounts receivable ..................................... (2,737,673) (2,381,894)
Fuel oil, spare parts and supplies ...................... 1,924,787 129,427
Other current assets .................................... (146,007) 177,995
Accounts payable and accrued expenses ................... 3,596,773 855,012
------------- ------------
Net cash provided (used) by operating activities ...... 4,981,018 10,587,037
------------- ------------
INVESTING ACTIVITIES:
Restricted cash - current ................................. (84,292,685) 22,031,364
Additions to property, plant and equipment ................ (25,373,249) (42,628,184)
Restricted cash - debt service reserves and escrow deposits (38,259,480) 25,897,474
------------- ------------
Net cash provided (used) by investing activities ...... (147,925,414) 5,300,654
------------- ------------
FINANCING ACTIVITIES:
Contributions from minority interest owners ............... 5,741,166 --
Advances (to) from parent ................................. (1,850,150) (2,465,075)
Deferred revenue .......................................... 13,223,856 (375,236)
Proceeds from long-term debt .............................. 145,025,088 --
Repayment of long term debt ............................... (4,342,500) (4,336,357)
Repayment of capital lease obligation ..................... (5,221,018) (9,447,798)
Debt issuance costs ....................................... (7,464,476) (30,000)
------------- ------------
Net cash provided (used) by financing activities ...... 145,111,966 (16,654,466)
------------- ------------
Increase (decrease) in cash and cash equivalents ............ 2,167,570 (766,775)
Cash and cash equivalents, beginning of period .............. 1,335,086 2,929,289
------------- ------------
Cash and cash equivalents, end of period .................... $ 3,502,656 $ 2,162,514
============= ============
NONCASH OPERATING, INVESTING AND FINANCING ACTIVITIES:
Accrued construction costs ................................ $ -- $ 8,700,000
Interest expense on capital lease obligation .............. 16,140,385 16,866,729
</TABLE>
See accompanying notes to condensed financial statements.
F-6
<PAGE>
PANDA GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1998
1. ORGANIZATION AND BASIS OF PRESENTATION
Panda Global Holdings, Inc. ("Panda Global", or collectively with its
subsidiaries the "Company"), a wholly owned subsidiary of Panda Energy
International, Inc. ("PEII"), was formed in March 1997 to hold the ownership
interests in certain independent power projects which were formerly owned by
other wholly owned subsidiaries of PEII. The ownership interests were
transferred to the Company at PEII's historical cost. Because the transfers
occurred between entities under common control, the transactions have been
accounted for in a manner similar to a pooling of interests. The Company
operates primarily through three direct wholly owned subsidiaries: Panda Energy
Corporation ("PEC")( a Texas corporation) which indirectly holds the Company's
ownership interests in two domestic projects currently in operation; Panda
Global Energy Company ("Global Cayman")(a Cayman Islands company), which
indirectly holds the Company's ownership interests in two international projects
currently under construction; and Panda Merchant Power Holding, LLC ("Merchant
Holding")(a Delaware limited liability company), which indirectly holds the
Company's ownership interests in two domestic projects currently under
development.
PEC, through its wholly owned subsidiary Panda Interfunding Corporation
("PIC") and PIC's wholly owned subsidiary Panda Interholding Corporation
("Interholding"), holds the Company's ownership interests in the Rosemary
project and the Brandywine project. The entities holding such ownership
interests include the following: Panda Rosemary Corporation ("PRC"), a 91%
general partner in Panda-Rosemary, L.P. ("Panda-Rosemary"); PRC II Corporation
("PRC II"), a 9% limited partner in Panda-Rosemary; Panda Brandywine
Corporation, a 50% general partner in Panda-Brandywine, L.P.
("Panda-Brandywine"); Panda Energy Corporation (a Delaware corporation), a 50%
limited partner in Panda-Brandywine; and Brandywine Water Company. The Company,
through its general and limited partnership interests, owns 100% of
Panda-Brandywine and, as of July 31, 1996, owns 100% of Panda-Rosemary. Prior to
July 31, 1996, the Company owned 10% of Panda-Rosemary. The Rosemary and
Brandywine projects are located in the United States. Other direct or indirect
wholly owned subsidiaries of PIC include Panda Funding Corporation ("PFC"),
Panda-Rosemary Funding Corporation ("PRFC") and Panda Cayman Interfunding
Corporation ("PIC Cayman"), which have been formed to facilitate the financing
of the development and acquisition of independent power projects.
Additionally, PEC holds the Company's 100% ownership interest in the
Kathleen project through its wholly owned subsidiaries.
Global Cayman (which collectively with its subsidiaries is a development
stage enterprise having no operating revenues) holds a 95.5% ownership interest
in Pan-Sino Energy Development Company LLC ("Pan-Sino")(a Cayman Islands
company), which in turn holds a 99% ownership interest in Pan-Western Energy
Corporation LLC ("Pan-Western")(a Cayman Islands company), which in turn owns an
approximately 88% interest in four joint venture companies (the "Joint Venture
Companies") organized under the laws of the People's Republic of China ("China")
to develop and construct an independent power project located in China. The
Joint Venture Companies are: Tangshan Panda Heat and Power Company, Ltd.
("Tangshan Panda"), Tangshan Pan-Western Heat and Power Company, Ltd. ("Tangshan
Pan-Western"), Tangshan Cayman Heat and Power Company, Ltd. ("Tangshan Cayman")
and Tangshan Pan-Sino Heat Company, Ltd. ("Tangshan Pan-Sino"). Additionally,
Global Cayman indirectly holds an equity investment in Bhote Koshi Power Company
Pvt. Ltd. ("BKPC")(a Nepal company), which was organized
F-7
<PAGE>
under the laws of Nepal to develop and construct an independent power project in
Nepal.
Merchant Holding (which collectively with its subsidiaries is a
development stage enterprise having no operating revenues), through wholly owned
subsidiaries, holds the Company's ownership interests (currently 100%) in two
projects under development in Texas (see Note 3) and certain other projects
under development.
Additionally, through other subsidiaries, the Company conducts power
marketing operations and other development activities.
All material intercompany accounts and transactions have been eliminated
in consolidation.
2. SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
and should be read in conjunction with the audited consolidated financial
statements for the year ended December 31, 1997. The accompanying unaudited
condensed consolidated financial statements for the nine-month and three-month
periods ended September 30, 1997 and 1998 include all adjustments, consisting of
normal recurring accruals, which management considers necessary for a fair
presentation of the results for the interim periods. The results of operations
for the nine months ended September 30, 1998 are not necessarily indicative of
the results that may be expected for the year ending December 31, 1998. The
amounts presented in the balance sheet as of December 31, 1997 were derived from
the Company's audited consolidated financial statements.
ALLOCATION OF ADMINISTRATIVE COSTS -- PEII performs certain accounting,
legal, insurance, and consulting services for the Company. These general and
administrative costs are generally allocated to the Company using the percentage
of time PEII personnel spent performing these services. The expenses allocated
were $3,224,000 and $4,500,000 for the nine-month periods, and $1,114,000 and
$1,500,000 for the three-month periods, ended September 30, 1997 and 1998,
respectively. Such costs are included in project development and administrative
expenses in the statement of operations. Management believes the method used to
allocate these costs is reasonable.
3. POWER PROJECTS
TEXAS PROJECTS -- The Company is currently developing two projects in
Texas. The first Texas project is a proposed 1,000 megawatt ("MW") natural
gas-fired electric generating facility to be located near the city of Paris,
Lamar County, Texas (the "Paris Project"). The project will be connected to the
Electric Reliability System of Texas ("ERCOT") system and will serve the
deregulated ERCOT wholesale market. The project will be constructed pursuant to
a fixed-price, turnkey contract with Duke/Fluor Daniel, Inc. Preliminary
engineering work and equipment purchases for the project began in July 1998.
Commencement of full construction activity is subject to the successful
completion of financing for the project.
The Paris Project will be a "merchant plant" which will sell electric
energy to power purchasers and power marketers in the ERCOT system on the basis
of negotiated market prices. Because the project will be a merchant plant, it is
expected that the identities of the purchasers of the project's power will
change from time to time over the life of the project. The Company has incurred
costs on the Paris Project of $4.8 million as of September 30, 1998. Such costs
are included in the accompanying balance sheets in plant and equipment under
development costs.
The second Texas project, a proposed 1,000 MW natural gas-fired electric
generating facility to be located in Guadalupe County, Texas (the "Guadalupe
Project"), will also be a merchant plant serving the
F-8
<PAGE>
deregulated ERCOT wholesale market. Preliminary engineering work and equipment
purchases for the Project began in July 1998. Commencement of full construction
activity is subject to the successful completion of financing for the project.
The Company has incurred costs on the Guadalupe Project of $2.4 million as of
September 30, 1998. Such costs are included in the accompanying balance sheets
in plant and equipment under development costs.
BRANDYWINE PROJECT -- In August 1996, Panda-Brandywine and Potomac
Electric Power Company ("PEPCO") commenced discussions concerning commercial
operational requirements of the Brandywine Project and conversion of the
construction loan to long-term financing in the form of a lease. During these
discussions, disagreements arose between Panda-Brandywine and PEPCO with respect
to certain provisions of the Brandywine Power Purchase Agreement which relate to
the determination of the interest rate that is the basis for reduction in
capacity payments thereunder (the "PEPCO Interest Rate Dispute"). In late 1997,
Panda-Brandywine reached an agreement with PEPCO, which was finalized in July
1998. Under the agreement, the amount of capacity payments will be increased (as
compared with the capacity payments originally anticipated) during the first ten
years following the commencement of commercial operations (October 31, 1996),
and will be reduced during the final fifteen years of the Brandywine Power
Purchase Agreement. In July 1998, PEPCO paid to Panda-Brandywine an additional
capacity payment of approximately $3.8 million, which represents the difference
between the originally scheduled capacity payments and the capacity payments due
under the agreement for the first nine months of 1997. The $3.8 million
retroactive capacity payment was recorded in the financial statements in the
third quarter of 1998. In October 1997, PEPCO commenced increased capacity
payments to the Company under the terms of the agreement. Additionally, PEPCO
has agreed to release certain amounts of capacity to Panda-Brandywine for resale
of energy to other parties, and to grant Panda-Brandywine the right to sell
additional energy to other parties subject to the availability of the facility.
The agreement with PEPCO required the consent of the financing parties,
including GECC, under the capital lease financing arrangements for the facility.
In this regard, in July 1998 Panda-Brandywine also executed an agreement with
GECC which, among other things, provides for (i) the reallocation of lease
payments to GECC in order to match the revised capacity payment schedule with
PEPCO, (ii) the reimbursement to GECC by Panda-Brandywine of certain fees, and
(iii) certain technical amendments to the applicable financing documents.
LUANNAN PROJECT -- The Company has incurred costs on the Luannan Project
of $36.1 million and $71.0 million as of December 31, 1997 and September 30,
1998, respectively. Such costs are included in the accompanying balance sheets
in plant and equipment under construction in progress.
NEPAL PROJECT -- BKPC, the Company's equity investee, has incurred costs
for the Nepal Project (including development, construction and debt issuance
costs) of $20.3 million and $33.4 million as of December 31, 1997 and September
30, 1998, respectively.
During August 1998, a major flood occurred in the Upper Bhote Koshi River
basin and as a result, the Nepal Project is expected to experience a delay in
construction. A recovery plan is currently being developed, and a delay of six
to eight months in reaching commercial operations currently is expected. The
Nepal Project has insurance coverage for a substantial portion of the loss,
including business interruption coverage. This delay in the commercial operation
date is not expected to cause any termination or other default event under the
applicable power purchase agreement. In this regard, BKPC has provided notice to
the Nepalese Government and the Nepal Electric Authority that it intends to seek
appropriate schedule and cost relief afforded it pursuant to the applicable
force majeure provisions under various project agreements, in addition to any
insurance proceeds.
The Nepalese Government has recently replaced various taxes with a broad
"Value Added Tax" ("VAT") and has applied the VAT to the Nepal Project. BKPC
management believes that application of the VAT constitutes a "Change in Law"
under the force majeure provisions in the applicable power purchase agreement
and, accordingly, has delivered notice to Nepal Electric Authority that it
intends to seek appropriate price relief to recover any VAT imposed on the Nepal
Project.
The Company does not believe that the flood or VAT situations will cause a
material adverse effect on its financial condition, results of operations or
cash flows.
KATHLEEN PROJECT -- In 1995, Florida Power filed an action with the
Florida Public Service Commission ("Florida PSC") relating to the term of the
power purchase agreement for the Kathleen Project and whether the Kathleen
Project, as designed, is eligible to execute the power purchase agreement
pursuant to Florida Power's bid solicitation and the Florida PSC's regulations.
On May 20, 1996, the Florida PSC issued an order finding that: (1) the Kathleen
Project, as designed, did not comply with the power purchase agreement and the
Florida PSC's regulations; (2) the capacity payments under the power purchase
agreement should only extend for 20 years (as opposed to the 30 year stated term
of the agreement); and (3) the construction and commercial operation milestones
should be extended for an additional 18 months. The Company appealed this ruling
to the Florida Supreme Court. On September 18, 1997 the Florida
F-9
<PAGE>
Supreme Court issued a ruling affirming the earlier finding of the Florida PSC.
On April 27, 1998, the U.S. Supreme Court declined to review the matter. Also on
April 27, 1998, the Florida PSC issued an order denying further extension of the
previously granted 18-month milestone extension. On May 12, 1998, the Company
filed an action with the Florida Supreme Court seeking to reverse the Florida
PSC's order. In August 1998, the Florida Supreme Court declined to review the
matter. Accordingly, the development costs of $2.9 million were expensed in the
third quarter of 1998. Additionally, certain deposits of approximately $0.8
million were expensed in the second quarter of 1998.
4. COMMITMENTS AND CONTINGENCIES
Raytheon constructed the Brandywine Project pursuant to a fixed-price,
turnkey engineering, procurement and construction contract (the "Brandywine EPC
Agreement") with Panda-Brandywine. Raytheon completed the construction and
start-up of the Brandywine Project and has met the requirements for commercial
operations and substantial completion under the Brandywine EPC Agreement. The
date on which commercial operations were achieved and the entitlement of
Raytheon to certain early completion bonuses under the Brandywine EPC Agreement
have been the subject of a dispute between Panda-Brandywine and Raytheon.
Panda-Brandywine and Raytheon have reached an agreement under which payment of
the disputed amount will not be required, subject to payment of
Panda-Brandywine's undisputed obligations to Raytheon in accordance with the
terms of the agreement.
In April 1998, the Company filed suit in federal court charging the Bibb
Company ("Bibb") and Westpoint Stevens, Inc. ("Westpoint") with violating a
contractual agreement in the sale of a textile mill in 1997 and in the operation
of the mill since that time. The Rosemary Facility supplies steam and chilled
water to the textile mill under a contract originally signed with Bibb.
Westpoint acquired the textile mill from Bibb in 1997. The suit asked the court
to determine and clarify the rights of the parties to the contract. The federal
court dismissed this action in June 1998. Shortly thereafter, Bibb and Westpoint
filed a separate suit in state court in Halifax County, North Carolina claiming,
among other things, breach of contract in regard to delivery of steam. In
October 1998, the Company filed suit against Bibb and Westpoint in state court
in Dallas County, Texas regarding the contract. The Company intends to
vigorously pursue its claims against Bibb and Westpoint in these state court
actions. The Company continues to provide steam and chilled water to the mill
pursuant to the contract. The Company believes that the resolution of this
contractual dispute will not have a material adverse effect upon the financial
position, results of operations or cash flows of the Company.
The Company has entered into various long-term contracts for the purchase
and transportation of fuel subject to termination only in certain limited
circumstances. These contracts have remaining terms of 10 to 25 years. The
Company's minimum purchase commitment under these contracts is 2.3 million
British thermal units of gas annually through October 31, 2011. In the
aggregate, such commitments are not at prices in excess of the current market.
PEII is also involved in other legal and administrative proceedings in the
ordinary course of business. Management believes that the amount of ultimate
liability allocable to the Company with respect to these matters will not have a
material effect on the financial position, results of operations or cash flows
of the Company.
F-10
<PAGE>
PANDA GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of
Operations
(Dollar amounts are in thousands unless otherwise noted)
General
The Company owns 100% equity interests in two completed electric power
generation facilities in the United States: the Rosemary Facility, which
began commercial operations in December 1990, and the Brandywine Facility,
which began commercial operations in October 1996. The Company also owns
an approximately 83% indirect interest in the Luannan Facility currently
under construction in China, financing for which was completed in April
1997. Additionally, the Company owns an indirect equity interest in the
Nepal Facility currently under construction in Nepal, financing for which
was completed in December 1997. The Company also has other projects under
development, including two projects in Texas.
Results of Operations
The Company's current revenues from electric power generation are
primarily derived from long-term contracts which include both a fixed
capacity payment and a variable energy payment. The capacity payments, which
are based upon the specified power generating capacity of a project, are
designed to cover fixed costs and to provide an acceptable return on equity.
The energy payments, which are based on actual electricity output, are
designed to cover variable costs including fuel costs and variable operating
expenses incurred in connection with electricity output. Accordingly, the
impact of price fluctuations on the results of operations is generally not
material. The extent to which a facility is dispatched (i.e., required to
deliver electricity), and therefore the actual electricity output for a given
period, are subject to the discretion of the power purchaser, with certain
limitations. The capacity payments are currently the predominant source of
revenue for the Company. See "Liquidity and Capital Resources."
First Nine Months of 1998 compared to 1997
The Company recorded a net loss of $19,083 in the first nine months of
1998 on revenues of $67,101 compared to a net loss of $23,832 on revenues of
$54,320 during the same period in 1997. The increase in revenues in the 1998
period was primarily caused by increased operating revenues at the Rosemary
and Brandywine facilities and by increased interest income.
Capacity revenues for the Rosemary Facility were $18,460 and $18,438 for
the 1998 and 1997 periods, respectively. Energy revenues for the Rosemary
Facility for the 1998 and 1997 periods were $3,180 and $2,302, respectively.
The increase in energy revenues for the Rosemary Facility is attributable to
higher dispatch levels at that facility compared to the 1997 period.
Capacity revenues from Potomac Electric Power Company ("PEPCO") for the
Brandywine Facility for the first nine months of 1998 and 1997 were $24,880
and $15,038, respectively. Capacity revenues for the Brandywine Facility for
the 1997 period were lower than originally anticipated due to a disagreement
with PEPCO over the calculation of the capacity payments. As discussed in
Note 3 to the condensed consolidated financial statements, the Company and
PEPCO reached an agreement in October 1997 (which was finalized in July 1998)
under which PEPCO paid approximately $3.8 million to the Company for the
retroactive effect of higher capacity payments for the first nine months of
1997. The retroactive capacity payment, which was received in July 1998, is
included in capacity revenues in the third quarter of 1998. In October 1997,
PEPCO commenced increased capacity payments to the Company under the terms of
the agreement. Additionally, capacity revenues for the 1998 period are higher
compared to the 1997 period as a result of excess capacity sales allowed
under the PEPCO agreement and higher capacity ratings. Energy revenues from
PEPCO for the Brandywine Facility for the first nine months of 1998 and 1997
were $9,518 and $8,831, respectively. The increase in energy revenues for
the Brandywine Facility is attributable to higher dispatch levels at that
facility compared to the 1997 period. In addition to capacity and energy
revenues from PEPCO, the Company earned revenues of $4,100 in the 1998 period
from excess capacity and energy sales on a merchant basis from the Brandywine
Facility as allowed under the PEPCO agreement. Also, in the first nine
months of 1998 and 1997, the Company had energy revenues of $108 and $3,738,
respectively, from the sale of natural gas and fuel oil to other purchasers.
Plant operating expenses, which included fuel cost, operation and
maintenance expense, insurance and property taxes, decreased to $19,741
(29% of revenues) in the 1998 period from $20,868 (38% of revenues) in the
1997 period. The higher level of 1997 expenses was primarily due to
additional fuel costs related to low-margin sales of natural gas and fuel
oil to other purchasers in the 1997 period.
Project development and administrative expenses were $12,871 (19% of
revenues) and $7,357 (14% of revenues) for the 1998 and 1997 periods,
respectively. The increase in 1998 was primarily attributable to legal
expenses related to the PEPCO agreement, the write-off of deposits and
development costs of $3.7 million related to the Kathleen project, and
higher administrative costs required to support the Company's expanding
operations.
Interest expense increased to $43,240 (64% of revenues) in the 1998
period from $40,294 (74% of revenues) in 1997 as a result of the increase
in outstanding indebtedness from the issuance of $145.0 million discounted
principal amount of Senior Secured Notes in April 1997 for the Luannan
Facility.
Depreciation and amortization of debt issue costs amounted to $10,332
(15% of revenues) in the 1998 period and $9,633 (18% of revenues) in 1997.
The increase in 1998 was primarily attributable to amortization of debt
issue costs for the Senior Secured Notes issued in April 1997.
As a result of the various factors discussed above, the Company
recorded net losses of $19,083 and $23,832 for the 1998 and 1997 periods,
respectively.
Third Quarter of 1998 compared to 1997
The Company recorded a net loss of $4,522 in the third quarter of 1998
on revenues of $27,817 compared to a net loss of $9,483 on revenues of
$18,835 during the same period in 1997. The increase in revenues in the
1998 period was primarily caused by increased operating revenues at the
Rosemary and Brandywine facilities, partially offset by a decrease in
interest income.
Capacity revenues for the Rosemary Facility were $5,768 for both the
1998 and 1997 periods. Energy revenues for the Rosemary Facility for the
1998 and 1997 periods were $2,132 and $1,463, respectively. The increase
in energy revenues for the Rosemary Facility is attributable to higher
dispatch levels at that facility compared to the 1997 period. Capacity
revenues from PEPCO for the Brandywine Facility for the third quarter of
1998 and 1997 were $10,762 and $5,003, respectively. Capacity revenues for
the Brandywine Facility for the 1997 period were lower than originally
anticipated due to a disagreement with PEPCO over the calculation of the
capacity payments. As discussed in Note 3 to the condensed consolidated
financial statements, the Company and PEPCO reached an agreement in October
1997 (which was finalized in July 1998) under which PEPCO paid approximately
$3.8 million to the Company for the retroactive effect of higher capacity
payments for the first nine months of 1997. The retroactive capacity
payment, which was received in July 1998, is included in capacity revenues in
the third quarter of 1998. In October 1997, PEPCO commenced increased
capacity payments to the Company under the terms of the agreement.
Additionally, capacity revenues for the 1998 period are higher compared to
the 1997 period as a result of excess capacity sales allowed under the PEPCO
agreement and higher capacity ratings. Energy revenues from PEPCO for the
Brandywine Facility for the third quarter of 1998 and 1997 were $2,956 and
$3,780, respectively. The decrease in energy revenues from PEPCO for the
Brandywine Facility is attributable to lower dispatch levels by PEPCO at that
facility compared to the 1997 period. In addition to capacity and energy
revenues from PEPCO, the Company earned revenues of $4,100 in the 1998 period
from excess capacity and energy sales on a merchant basis from the Brandywine
Facility as allowed under the PEPCO agreement. Also, in the third quarter of
1997, the Company had energy revenues of $46 from the sale of natural gas and
fuel oil to other purchasers.
Plant operating expenses, which included fuel cost, operation and
maintenance expense, insurance and property taxes, increased to $8,645 (31%
of revenues) in the 1998 period from $7,239 (38% of revenues) in the 1997
period. The increase in the 1998 period was primarily attributable to
higher overall dispatch levels at the Company's facilities. The higher
level of 1997 expenses as a percentage of revenues was primarily due to
additional fuel costs related to low-margin sales of natural gas and fuel
oil to other purchasers in the 1997 period.
Project development and administrative expenses were $6,033 (22% of
revenues) and $2,490 (13% of revenues) for the 1998 and 1997 periods,
respectively. The increase in 1998 was primarily attributable to legal
expenses related to the PEPCO agreement, the write-off of development costs
of $2.9 million related to the Kathleen project, and higher administrative
costs required to support the Company's expanding operations.
Interest expense decreased to $14,002 (50% of revenues) in the 1998
period from $15,268 (81% of revenues) in 1997 primarily as a result of an
increase in capitalized interest cost related to the Luannan Facility,
which is under construction.
Depreciation and amortization of debt issue costs amounted to $3,657
(13% of revenues) in the 1998 period and $3,321 (18% of revenues) in 1997.
The increase in 1998 was primarily attributable to amortization of debt
issue costs for the Senior Secured Notes issued in April 1997.
As a result of the various factors discussed above, the Company
recorded net losses of $4,521 and $9,483 for the 1998 and 1997 periods,
respectively.
Liquidity and Capital Resources
In the 1998 and 1997 periods, the Company obtained cash from
operations of the Rosemary Facility and the Brandywine Facility and from
interest on cash balances. The Company utilized this cash to service its
debt obligations, make distributions to its parent to fund project
development efforts, and for general and administrative expenses.
The principal future cash requirement of the Company will be payment
of its debt service obligations. The Company will rely almost exclusively
on distributions from Global Cayman and PIC to meet its cash requirements.
Those entities in turn will rely almost exclusively on distributions from
the project entities to meet their cash requirements. The project entities'
ability to make such distributions will depend upon the financial performance
of the Rosemary Facility, the Brandywine Facility, the Luannan Facility and
the Nepal Facility and will be subject to a number of limitations on
distributions contained in the project-level debt agreements. To continue
the development and construction of its planned merchant projects, the
Company will also require external financing. The Company is pursuing debt
and equity financing to fund these activities. The Company's restricted cash
balances are available only for specific uses as stated in the indentures,
such as payment of debt service obligations, project construction and
overhaul, and are not available for general corporate purposes.
The project entities are dependent on capacity payments under their
respective power purchase agreements to meet their fixed obligations,
including payment of project-level debt service, and to make distributions
to the Company. Capacity payments can be adversely affected by a major
equipment failure, resulting in a facility being unavailable for dispatch
for an extended period of time. Capacity payments can also be subject to
reduction pursuant to regulatory disallowance and, under contractual
provisions, as a result of events outside the Company's control. In 1999
and 2006, the capacity payments for the Rosemary Facility are scheduled to
decrease by approximately $1.8 million (7.1%) and $5.4 million (23.1%),
respectively, based on the facility's current capacity rating.
Each of the electric energy purchasers under the power purchase
agreements for the Rosemary Facility and the Brandywine Facility has a
contractual right to schedule the facility for dispatch largely at the
purchaser's discretion. Thus, revenues from energy payments will vary
depending on the hours these facilities are dispatched by such purchasers.
Impact of Inflation
Inflationary increases in the Company's costs, primarily project
development costs, energy costs, and capital costs, may be offset by
increases in revenue as provided in the various purchase agreements,
although competition may limit the Company's ability to fully recover all
such increases. The Company attempts, where possible, to obtain provisions
in its power purchase agreements whereby certain revenue components, such
as energy payments, may be adjusted with inflationary increases. The
Company currently believes that inflation will not have a material adverse
effect on the Company's financial position, results of operations or cash
flows in the foreseeable future.
Year 2000 Matters
The Year 2000 (Y2K) issue is the result of computer programs being
written using two digits rather than four to define the applicable year.
Computer programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000. This could result in
a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business
activities.
In 1998, the Company initiated a review of its computer systems and
software, both information technology (IT) and non-IT, to determine the
impact of the Y2K issue. Such review is currently in process. The Company
currently anticipates that the process of becoming Y2K compliant will be
completed on or about March 31, 1999.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Florida Power Proceedings
Panda-Kathleen, L.P., an indirect subsidiary of the registrant (the
"Kathleen Partnership"), was a defendant in a legal proceeding before
the Florida Public Service Commission ("Florida PSC"), commenced in
January 1995, captioned In re: Petition for Declaratory Statement
Regarding Eligibility for Standard Offer Contract and Payment
Thereunder by Florida Power Corporation, Case No. 950110-EI, whereby
the Florida Power Corporation ("FPC") sought a declaratory judgment
that a power purchase agreement between the FPC and the Kathleen
Partnership is not "available" to the Kathleen Partnership. The
Florida Supreme Court issued a ruling on September 18, 1997 affirming
a prior ruling of the Florida PSC to the effect that such power
purchase agreement is not available to the Kathleen Partnership as
proposed because it has an electric generating capacity in excess of
75 megawatts and that FPC is only obligated to make capacity payments
under the power purchase agreement for 20 years. On April 27, 1998,
the United States Supreme Court denied a Writ of Certiorari filed
therewith by the Kathleen Partnership regarding this matter. Also, on
April 27, 1998, Florida PSC issued an order denying further extension
of an 18 month tolling period previously granted to meet the
commercial milestone date due to the length of the litigation
proceedings. The Kathleen Partnership filed, on May 12, 1998, a
Petition for Writ of Certiorari with the Florida Supreme Court in this
regard. On August 19, 1998, the Florida Supreme Court denied this
Petition. FPC subsequently drew approximately $750,000 from a letter
of credit previously established by the Kathleen Partnership with
Chase Manhattan, N.A. The Kathleen Partnership is evaluating potential
further action regarding Florida PSC and FPC at this time. The
registrant does not believe that an adverse result in this case would
have a material adverse effect on the business, financial condition or
results of operations of the registrant and its subsidiaries, taken as
a whole.
Heard Proceedings
PEC is a party to a lawsuit captioned, Panda Energy Corporation, v.
Heard Energy Corporation, et al., (No. 94-0672-J); in the District
Court of Dallas County, Texas (191st Judicial District). PEC initiated
this litigation in April 1994 and has alleged that defendants Wolf,
Gwynn and Kinney, former PEC employees, formed a competing company
(Heard Energy Corporation) and misappropriated certain of PEC's
international power project opportunities. By order dated June 19,
1996, the trial court granted the defendants' motions for summary
judgment. PEC appealed this ruling to the Court of Appeals Fifth
District Court of Texas at Dallas. Oral arguments regarding this
appeal were held on May 26, 1998. On October 22, 1998, the Court of
Appeals Fifth District Court of Texas ruled in favor of PEC and
reversed the trial court's summary judgment and remanded the case back
to the trial court. Defendants filed various motions with the Court of
Appeals, all of which were denied. The registrant does not believe
that an adverse result in this case would have a material adverse
effect on the business, financial condition or results of operations
of the registrant and its subsidiaries, taken as a whole.
Bibb/Westpoint Stevens Proceedings
In April 1998, PRC filed suit in federal court charging the Bibb
Company ("Bibb") and Westpoint Stevens, Inc. ("Westpoint") with
violating a contractual agreement in the sale of a textile mill in
1997 and in the operation of the mill since that time. The Rosemary
facility supplies steam and chilled water to the textile mill under a
contract originally signed with Bibb. Westpoint acquired the textile
mill from Bibb in 1997. The suit asked the court to determine and
clarify the rights of the parties to the contract. The federal court
dismissed this action in June 1998 and Westpoint and Bibb filed a
separate suit in state court in Halifax County, North Carolina shortly
thereafter, claiming, among other things, breach of contract in regard
to the delivery of steam. On October 27, 1998, an affiliate of PRC
filed suit in state court in Dallas County, Texas against Westpoint
and Bibb seeking various damages regarding the contract. PRC and its
affiliates intend to vigorously pursue their claims against Bibb and
Westpoint in these court actions. PRC continues to provide steam and
chilled water to the mill pursuant to the contract. The registrant
does not believe that an adverse result in this case would have a
material adverse effect on the business, financial condition or
results of operations of the registrant and its subsidiaries, taken as
a whole.
Brandywine Proceeding
On June 26, 1996, certain plaintiffs commenced a proceeding against
the Panda-Brandywine Partnership and one of its contractors (as well
as other subcontractors) captioned Jeannine McConnell, McConnell Pool
Service, Inc. and McConnell Fuel Oil, Inc. v. Panda-Brandywine, L.P.
and Flippo Construction (Case No. CV 96-1344) in the Circuit Court for
Charles County, Maryland. In this proceeding, plaintiffs alleged that
in connection with the construction of an effluent water pipeline, a
contractor for the Panda-Brandywine Partnership, Flippo Construction
("Flippo") (and its subcontractors) and the Panda-Brandywine
Partnership left their easement and inadvertently trespassed on to
plaintiffs' property. While on plaintiffs' property, Flippo (and its
subcontractors) and the Panda-Brandywine Partnership allegedly dug a
deep and wide hole which extended onto the plaintiff's property to
locate a buried pipe. Plaintiffs alleged that this trespass damaged
the property, decreased its fair market value and resulted in loss of
use thereof. The Panda-Brandywine Partnership settled this case for a
minimal amount of damages in October, 1998.
The Company does not believe that the settlement of this proceeding
will have any material adverse effect on the business, financial
condition or results of operations of the Company and its
subsidiaries, taken as a whole, or the Panda-Brandywine Partnership.
Item 5. Other Information
Earlier this year, Panda Energy International Inc. ("PEII"), the
ultimate parent entity of the registrant, announced the commencement
of a strategic initiative whereby it was seeking potential strategic
partners, and that Donaldson, Lufkin & Jenrette Securities Corporation
("DLJ") had been engaged by PEII to assist in this process. Recently,
because of its increased involvement in the development of domestic
merchant plants, PEII determined not to further seek any such
potential strategic partners, and accordingly, has terminated its
relationship with DLJ in this regard. However, there can be no
assurance that PEII would not enter into a transaction with a
strategic partner in the future should it determine that a favorable
situation has presented itself.
The transmission line construction loan arrangement (approximately $10
million, principal amount), in regard to the Luannan County, China
Project (the "Luannan Facility"), previously extended by an indirect
joint venture subsidiary of the registrant to the North China Power
Company, was terminated in October, 1998 due to the ability of the
North China Power Company to borrow funds in China at a less expensive
rate of interest. As a result, the Luannan Facility will experience
lower cash flows, which will be offset, however, by the increased
amount of funds available to satisfy qualified construction costs at
the Luannan Facility.
During August 1998, PEII transferred to the registrant various
subsidiary entities which are engaged in electricity generating power
plant development opportunities in China, Brazil and Honduras, as well
as two (2) merchant power plant opportunities ultimately intended to
provide service within the Electric Reliability Council of Texas
system.
Through various subsidiaries the registrant owns an interest in a 36
MW hydro-electric power project under construction in Nepal (the
"Nepal Project"). The Nepalese Government has recently replaced
various taxes with a broad "Value Added Tax" ("VAT") and has applied
the VAT to the Nepal Project with regard to certain capital items. The
Nepal Project participants believe that such application of the VAT
constitutes a "Change in Law" under the force majeure provisions in
the applicable power purchase agreement and accordingly have delivered
a notice to Nepal Electric Authority seeking appropriate price relief
to recover any VAT imposed on the Nepal Project.
During August, 1998, a major flood occurred in the Upper Bhote Koshi
River basin and as a result, the Nepal Project is expected to
experience a delay in construction. A recovery plan is currently being
developed, and a delay of between six and eight months in reaching
commercial operations currently is expected. The Nepal Project has
insurance coverage for a substantial portion of the loss, including
business interruption coverage. This delay in the commercial operation
date is not expected to cause any termination or other default event
under the applicable power purchase agreement. In this regard, the
Nepal Project has provided notice to the Nepalese Government and the
Nepal Electric Authority that it intends to seek appropriate schedule
and cost relief afforded it pursuant to the applicable force majeure
provisions under various project agreements, in addition to any
insurance proceeds received.
The registrant does not believe that the VAT or the flood situations
in Nepal will cause a material adverse effect on the business,
financial condition or results of operations of the registrant and its
subsidiaries, taken as a whole.
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of this Quarterly Report
on Form 10-Q:
Exhibit
Number Exhibit Description
10.175 Turnkey Engineering, Procurement and Construction Agreement by and
between Panda Paris Power, L.P. and Duke/Fluor Daniel, dated as of
October 3, 1998.1
10.176 Purchase Order by and between GE Power Systems and Sales and Panda
Paris Power, L.P., dated October 16, 1998.
27.01 Financial Data Schedule.
(b) Reports on Form 8-K: None.
The registrant has sought confidential treatment for certain information
identified in this Exhibit.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PANDA GLOBAL HOLDINGS, INC.
Date: November 12, 1998 By: /s/ JANICE CARTER
Janice Carter
Executive Vice President, Secretary and
Treasurer
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
10.175 Turnkey, Engineering, Procurement and Construction Agreement
by and between Panda Paris Power, L.P. and Duke/Fluor
Daniel, dated as of October 3, 1998.1
10.176 Purchase Order by and between GE Power Systems and Sales and
Panda Paris Power, L.P., dated October 16, 1998.
27.01 Financial Data Schedule.
(b) Reports on Form 8-K: None.
The registrant has sought confidential treatment for certain information
identified in this Exhibit.
EXHIBIT 10.175
CONFIDENTIAL TREATMENT
TURNKEY ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT FOR
COMBINED-CYCLE GENERATION FACILITY
BETWEEN
PANDA PARIS POWER, L.P.
AND
DUKE/FLUOR DANIEL
A General Partnership
Dated as of October 3, 1998
THIS AGREEMENT HAS CONFIDENTIAL PORTIONS OMITTED, WHICH
PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT BY BRACKETS.
TABLE OF CONTENTS
Article I General Matters
Section 1.01 Defined Terms 1
Section 1.02 Interpretation 12
Section 1.03 Exhibits 13
Article II Retention of Contractor
Section 2.01 Retention of Contractor 14
Section 2.02 Status of Contractor; No Partnership 14
Section 2.03 Subcontractors and Vendors 14
Article III Certain Obligations and Responsibilities of Contractor
Section 3.01 Scope of Work; Applicable Standards 15
Section 3.02 Control and Method of Work 16
Section 3.03 Compliance with Law 16
Section 3.04 Certain Matters Pertaining to Job Site 16
Section 3.05 Access 17
Section 3.06 Inspection and Testing of Work in Progress 17
Section 3.07 No Waiver of Responsibility 18
Section 3.08 Defective Work 18
Section 3.09 Clean-Up 18
Section 3.10 Obtaining, Maintaining and Identifying Permits 18
Section 3.11 Labor 19
Section 3.12 Project Management 20
Section 3.13 Temporary Office Quarters 21
Section 3.14 Cooperation with Other Contractors 21
Section 3.15 Protection and Safety 21
Section 3.16 Environmental Matters 22
Section 3.17 Fire Prevention 25
Section 3.18 Religious and Archaeological Resources 25
Section 3.19 Reports, Plans and Manuals 26
Section 3.20 Drawings, Engineering Data and Other Materials 27
Section 3.21 Operating and Maintenance Manuals 28
Section 3.22 Training of O&M Personnel 28
Section 3.23 Accounting Information 28
Section 3.24 Contractor Taxes 28
Section 3.25 Claims and Liens for Labor and Materials 29
Section 3.26 Spare Parts Availability 29
Section 3.27 Contractor's Obligation to Notify 30
Section 3.28 Switchyard Facilities 30
Section 3.29 Construction Utilities 30
Section 3.30 Lines and Grades 31
Section 3.31 Temporary Structures 31
Section 3.32 Weatherproof Coverings 31
Section 3.33 Assumption of Surface and Subsurface Conditions 31
Section 3.34 Emergencies 31
Section 3.35 Contractor's Representative 31
Section 3.36 Turbine Vendor Purchase Agreement 32
Section 3.37 Wastewater, Raw Water, Sewage and Potable
Water Line Sizing 32
Article IV Certain Obligations of Owner
Section 4.01 Permits 33
Section 4.02 Gas, Electric and Waste Water Facilities 33
Section 4.03 Fuel Supply 33
Section 4.04 Raw Water Supply and Wastewater Disposal 34
Section 4.05 Access to Property Site 34
Section 4.06 Right of Ways 34
Section 4.07 Survey of Property Site 35
Section 4.08 Notice of Financial Closing 35
Section 4.09 Owner Taxes 35
Section 4.10 Owner's Cooperation 35
Section 4.11 Owner's Representative 35
Section 4.12 Turbine Vendor Purchase Agreement 35
Section 4.13 Operation and Maintenance 36
Article V Project Schedule
Section 5.01 Commencement of Work 36
Section 5.02 Project Schedule 36
Section 5.03 Certain Prefunding Work 38
Article VI Change Orders
Section 6.01 Change Order at Owner's Request 39
Section 6.02 Change Orders Requested by Contractor 40
Section 6.03 Changes to Separated Contract Price; Disputes 41
Section 6.04 Information Requests 41
Article VII Transfer and Assignment
Section 7.01 Separated Contract Price 42
Section 7.02 Prefunding Costs 42
Section 7.03 Financial Closing Payment 43
Section 7.04 Post-Financial Closing 43
Section 7.05 General Provisions Payments 43
Section 7.06 Financing Parties' Requirements and Lien Waivers 44
Article VIII Representations, Warranties and Covenants
Section 8.01 Clear Title 46
Section 8.02 Risk of Loss 46
Section 8.03 Possession of Phases Following
Commercial Operation 46
Article IX Insurance
Section 9.01 Contractor Insurance Policies 47
Section 9.02 Form of Contractor Insurance Policies 48
Section 9.03 Qualified Insurers 49
Section 9.04 Certificates of Insurance 49
Section 9.05 Inspection of Contractor's Insurance Policies 49
Section 9.06 Subcontractor's Insurance 49
Section 9.07 Remedy on Failure to Insure 50
Section 9.08 Management of Insurance Policies 50
Section 9.09 Owner Insurance Policies 50
Section 9.10 Contractor's Assistance 51
Section 9.11 No Limitation on Liability 51
Article X Synchronization, Tests and Final Acceptance
Section 10.01 General 51
Section 10.02 Synchronization 52
Section 10.03 Minimum Performance Tests 52
Section 10.04 Guaranteed Performance Tests 53
Section 10.05 Punch List 54
Section 10.06 Commercial Operation 55
Section 10.07 Final Acceptance of the Plant 56
Section 10.08 Completion by Owner 56
Article XI Defaults and Remedies
Section 11.01 Completion Guarantee 56
Section 11.02 Schedule Liquidated Damages 57
Section 11.03 Early Completion Bonus 58
Section 11.04 Performance Guarantees in Excess
of Minimum Performance Levels 59
Section 11.05 Liquidated Damages for Certain Performance
Guarantee 59
Section 11.06 Performance Bonuses 60
Section 11.07 Payment of Liquidated Damages 60
Section 11.08 Payment of Bonuses 61
Section 11.09 Determination of Performance 62
Section 11.10 Minimum Performance Levels 63
Section 11.11 Retainage 63
Section 11.12 Parent Guaranty 65
Article XII Contractor's Warranties
Section 12.01 Warranties 65
Section 12.02 Repair of Nonconforming Work 66
Section 12.03 Proprietary Rights 67
Section 12.04 Repairs and Testing by Owner 67
Section 12.05 Vendors and Subcontractors 68
Section 12.06 Assignment of Warranties 68
Article XIII Contractor's Representations
Section 13.01 Representations and Warranties 69
Section 13.02 Survival of Representations and Warranties 70
Article XIV Force Majeure and Owner Caused Delay
Section 14.01 Definition of Force Majeure Event 70
Section 14.02 Notice of Force Majeure Event 71
Section 14.03 Delay from Force Majeure Event 71
Section 14.04 Definition of Owner Caused Delay 72
Section 14.05 Notice of Owner Caused Delay 72
Section 14.06 Delay from Owner Caused Delay 72
Section 14.07 Performance Not Excused 73
Article XV Termination
Section 15.01 Contractor Events of Default 73
Section 15.02 Termination by Owner due to Contractor Default 75
Section 15.03 Termination by Owner for Convenience 76
Section 15.04 Suspension by Owner for Convenience 77
Section 15.05 Termination Due to Force Majeure Event 78
Section 15.06 Termination by Contractor 78
Section 15.07 Continuing Obligations and Remedies
During Event of Default 79
Section 15.08 Obligations Upon Termination 79
Section 15.09 Termination and Survival of Terms 80
Article XVI Indemnification
Section 16.01 Contractor Indemnification 80
Section 16.02 Owner Indemnification 81
Section 16.03 Conditions of Indemnification 81
Section 16.04 Contributory Negligence 82
Section 16.05 Remedies Not Exclusive 83
Section 16.06 Tax Effect of Indemnification 83
Section 16.07 Survival of Indemnification 83
Article XVII Dispute Resolution
Section 17.01 Friendly Consultation 83
Section 17.02 Arbitration 84
Section 17.03 Continuing Obligations and Rights 85
Section 17.04 Interim Remedies 85
Section 17.05 Tolling Statute of Limitations 85
Article XVIII Miscellaneous
Section 18.01 Assignment 85
Section 18.02 Financing Parties 86
Section 18.03 Good Faith Dealings 86
Section 18.04 Confidentiality 86
Section 18.05 Notice 87
Section 18.06 Waiver 88
Section 18.07 Severability 88
Section 18.08 Governing Law 88
Section 18.09 Entire Agreement; Amendments 88
Section 18.10 Expenses and Further Assurances 89
Section 18.11 No Third Party Beneficiary 89
Section 18.12 Offset 89
Section 18.13 Letter Agreement 89
Section 18.14 Counterparts 89
Section 18.15 Waiver for Consequential Damages 89
TURNKEY ENGINEERING, PROCUREMENT AND CONSTRUCTION
AGREEMENT FOR
COMBINED-CYCLE GENERATION FACILITY
THIS TURNKEY ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT FOR
COMBINED-CYCLE GENERATION FACILITY (this "Agreement"), dated as of October 3,
1998, is by and between Panda Paris Power, L. P. a Delaware limited
partnership (hereinafter called "Owner") and Duke/Fluor Daniel, a North
Carolina general partnership, (hereinafter called "Contractor").
W I T N E S S E T H:
NOW, THEREFORE, in consideration of the foregoing premises, the
mutual promises and covenants herein contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Owner and Contractor hereby agree as follows:
ARTICLE I
GENERAL MATTERS
Section 1.01. Defined Terms. As used in this Agreement, including the
exhibits and other attachments hereto, each of the following terms shall have
the meaning assigned to such term as set forth below:
"Affiliate" means, in relation to any Person, any Person: (i) which
directly or indirectly controls, or is controlled by, or is under common
control with, such other Person; or (ii) which directly or indirectly
beneficially owns or holds fifty percent (50%) or more of any class of voting
stock of such other Person; or (iii) which has fifty percent (50%) or more of
any class of voting stock that is directly or indirectly beneficially owned
or held by such other Person, or (iv) who either holds a general partnership
interest in such other Person or such other Person holds a general
partnership interest in the Person.
"Applicable Laws" means any act, statute, law, regulation, permit,
license, ordinance, rule, judgment, order, decree, directive, guideline or
policy (to the extent mandatory) or any similar form of decision or
determination by, or any interpretation or administration of, any of the
foregoing by any Government Authority with jurisdiction over the Plant, the
Job Site, the performance of the Work or other services to be performed
under this Agreement.
"Applicable Permits" means any and all permits, clearances, licenses,
authorizations, consents, filings, exemptions or approvals from or required
by any Government Authority that are necessary for the performance of the
Work.
"Builders Risk Policy" has the meaning set forth in Section 9.09.
"Business Day" means any day other than a Saturday, Sunday or a legal
holiday in Dallas, Texas.
"Capability Verification Tests" are described in the Scope of Work.
"Change In Law" means any of the following events or circumstances
occurring after the date of execution of this Agreement: (i) an amendment,
modification, supplement or other change in or repeal of an existing
Applicable Law; or (ii) an enactment or making of a new Applicable Law.
"Change Order" has the meaning set forth in Section 6.01(a).
"Changes" has the meaning set forth in Section 6.01(a).
"Contractor Equipment" means all of the equipment, materials, apparatus,
structures, tools, supplies and other goods provided by Contractor and its
Subcontractors and Vendors for performance of the Work other than the
Equipment.
"Contractor Insurance Policies" means the insurance policies maintained
by Contractor as required pursuant to Article IX.
"Contractor Internal Costs" means the internal costs of Contractor in
performing the Prefunding Work, including general and administrative costs,
labor costs, overhead and out-of-pocket expenses such as travel, telephone
and photocopies.
"Contractor Parent Company" has the meaning set forth in Section 11.12.
"Contractor Permits" means the Applicable Permits listed on Exhibit L.
"Contractor Project Manager" means the person designated by Contractor
as having the centralized responsibility, authority and supervisory power of
Contractor for design, construction, testing and start-up of the Plant, as
well as all matters relating to the administration of the provisions of this
Agreement.
"Contractor Project Engineering Manager" means the person designated by
Contractor as having the responsibility, authority and supervisory power of
Contractor for the engineering and design of the Plant.
"Contractor Rate Schedule" has the meaning set forth in Exhibit K.
"Contractor Site Manager" means an employee of Contractor, working under
the supervision of the Contractor Project Manager, located at the Job Site on
a daily basis.
"Contractor Taxes" has the meaning set forth in Section 3.24.
"Corrected Fuel Consumption" means the Net Heat Rate for each Phase
multiplied by the Net Power Output for that Phase, as both are determined by
the final Net Capacity and Heat Rate Test for that Phase, and when both are
corrected to the Guarantee Design Conditions in Btu HHV per hour.
"Critical Milestones" means the Milestones set forth in Exhibit C.
"Defect" means, any designs, engineering, software, drawings,
components, tools, Equipment, installation, construction, workmanship or
work, (i) that does not materially conform to the terms of this Agreement,
(ii) that is not of uniform good quality, free from material defects or
deficiencies in design, application, manufacture or workmanship, or that
contains materially improper or inferior workmanship or (iii) that either
would materially and adversely affect (A) the performance of the Plant
under anticipated operating conditions (unless, in the alternative,
Performance Liquidated Damages for such defect or deficiencies has been paid)
or (B) the continuous safe operation of the Plant during the Plant's design
life, all as determined by reference to Prudent Utility Practices. The term
"Defects" shall neither be construed to include material damage caused by
Owner's acts or omissions to the extent arising out of abuse, misuse,
negligence in operations, maintenance and repair (unless such act or omission
was taken or made at the direction of Contractor) or failure to follow
Contractor's or manufacturers' recommendations and directions and Prudent
Utility Practices, nor shall the term "Defects" be construed to include
ordinary wear and tear, erosion, corrosion, and deterioration (unless as a
result of a defect or deficiency) or any other defect or deficiency that has
no material impact on the Plant's appearance, operation or useful life.
Anything to the contrary notwithstanding, the Parties agree that work shall
be considered to be defective if it does not conform to the usual and
customary standards expected of experienced design-build contractor in the
major power plant construction business.
"Drawings" means (i) all specifications, calculations, designs, plans,
drawings, engineering and analyses, and other documents which determine,
establish, define or otherwise describe the scope, quantity, and relationship
of the components of the Plant, including the structure and foundation
thereof, prepared by Contractor or any of its Subcontractors or Vendors and
(ii) all technical drawings, operating drawings, specifications, shop
drawings, diagrams, illustrations, schedules and performance charts,
calculations, samples, patterns, models, operation and maintenance manuals,
piping and instrumentation diagrams, underground structure drawings, conduit
and grounding drawings, lighting drawings, conduit and cable drawings,
electric one-line's, electric schematics, connection diagrams and technical
information of a like nature required to be submitted by Contractor, or any
Subcontractor or Vendor, from time to time under this Agreement which
illustrates any of the Equipment or any other portion of the Work, either in
components or as completed.
"Early Completion Bonus" has the meaning set forth in Section 11.03.
"Emissions Guarantee" has the meaning set forth in Section 11.04(c).
"Equipment" means all of the equipment, materials, apparatus,
structures, tools, supplies, goods and other items provided by Contractor
and its Subcontractors and Vendors that are installed or incorporated into
the Plant or otherwise form or are intended to form part of the Work or the
Plant (other than Contractor Equipment).
"ERCOT Operating Guides" means ERCOT Operating Guidelines, dated April
1998 as set forth in Exhibit S.
"Facilities Engineer" means Burns & McDonnell Engineering Company, Inc.
or such other Person appointed by the Financing Parties and approved by Owner.
"Final Acceptance" shall mean that all of the following have occurred:
(i) Phase I Commercial Operation and Phase II Commercial Operation have
been achieved; (iii) the Guaranteed Performance Tests, mechanical
calibrations, electrical continuity and ground fault tests have been
successfully completed and any Defects found have been corrected; (iv)
either (A) the Guaranteed Performance Levels specified in Sections 11.04(a)
and 11.04(b) have been met or exceeded as determined pursuant to Section
11.09(b) or (B) the Plant has achieved at a minimum the Minimum Performance
Levels as determined pursuant to Section 11.09(a) and Contractor has paid all
Performance Liquidated Damages as elected or required pursuant to Section
10.04; (v) Plant has satisfied the Emissions Guarantee and the Noise
Guarantee; (vi) the Plant has been constructed in accordance with this
Agreement and the Drawings; (vii) the Final Plans accurately reflect the
Plant as constructed; (viii) the Plant is capable of being operated in a safe
and proper manner in accordance with Applicable Laws and Applicable Permits
(excluding for this purpose all variances or waives for any Applicable
Permits); (ix) Contractor shall have delivered to Owner all operation and
maintenance manuals and Final Plans in accordance with the Scope of Work; (x)
no defective or incomplete portions of the Work exist that have or could have
a material negative impact on the normal operation or performance of the
Plant; (xi) either (A) all items on the Punch List have been completed or (B)
the Parties have reached an agreement pursuant to Section 10.05(d) and
Contractor has paid all amounts due to Owner pursuant thereto; (xii) all of
Contractor's cleanup and related obligations have been completed; (xiii) any
and all Liens in respect to the Plant, this Agreement, the Equipment, the Job
Site or any fixtures, personal property or Equipment included in the Work
created by, through or under, or as a result of any act or omission of,
Contractor or any Subcontractor, Vendor or other Person providing labor or
materials in connection with the Work shall have been released in form
satisfactory to Owner (provided that Contractor's Lien Waiver and Release, in
substantially the form of Exhibit R attached hereto, shall be given
concurrently with Final Acceptance and payment of amounts due by Owner in
connection therewith); (xiv) Contractor shall have paid all Schedule
Liquidated Damages and Performance Liquidated Damages due under this
Agreement, if any; (xv) all other outstanding obligations of Contractor
hereunder that Owner has notified Contractor of shall have been satisfied;
and (xvi) Owner has approved of and signed the Final Acceptance Certificate
pursuant to Section 10.07.
"Final Acceptance Date" means the date Owner has approved of and signed
the Final Acceptance Certificate pursuant to Section 10.07.
"Final Plans" means final Drawings and final specifications, as revised
to reflect the changes during construction, and shall include as-built
drawings, piping and instrumentation diagrams, underground structure drawings
(including buried piping, all utilities, and critical hidden items), electric
one-lines, electric schematics and connection diagrams.
"Financial Closing" shall mean that all of the following events shall
have occurred (which events may occur over a period of time) with respect to
the Plant: (i) the Financing Documents have been fully executed (which
documents may be executed over a period of time) which together provide for
financing for the Plant in an amount and on the terms acceptable to Owner;
(ii) all conditions precedent to the initial availability of funds under the
Financing Documents referred to in the preceding clause (i) have been
fulfilled or waived and the first draw thereunder has been made by Owner; and
(iii) Owner has received commitments for such equity as is required by Owner
and satisfies the requirements of the Financing Parties.
"Financial Closing Date" shall mean the actual date of Financial Closing
as specified by Owner to Contractor pursuant to Section 4.08.
"Financing Documents" means all the loan agreements, notes, indentures,
securities, debt instruments, bonds, security agreements, swap agreements,
letters of credit and other documents relating to the financing (including
refinancing) of the Plant or any part thereof.
"Financing Parties" means the lenders, security holders, investors,
export credit agencies, multilateral institutions, equity providers and
others providing financing or refinancing to or on behalf of Owner, for the
development, construction, ownership, operation and maintenance of the Plant
or any portion thereof, or any trustee or agent acting on behalf of any of
the foregoing.
"Force Majeure Event" has the meaning set forth in Section 14.01.
"Government Authority" means any and all federal, state, county, city,
municipal, local or regional authorities, departments, bodies, commissions,
corporations, branches, directorates, agencies, ministries, courts,
tribunals, judicial authorities, legislative bodies, administrative bodies,
regulatory bodies, autonomous or quasi-autonomous entities or taxing
authorities of the United States of America or any department, municipality
or other political subdivision thereof.
"Grid" means the interconnected high voltage transmission facilities
being a part of the Electric Reliability Council of Texas system.
"Guarantee Design Conditions" has the meaning assigned to such term in
the Scope of Work.
"Guaranteed Performance Levels" means the performance levels of the
Plant as guaranteed by Contractor pursuant to Section 11.04.
"Guaranteed Performance Tests" means collectively the 200 Hour
Reliability Test, the Net Capacity and Heat Rate Test, the Emissions Test
and the Noise Test described in the Scope of Work.
"Hazardous Material" means any substance deemed as toxic, contaminated
or hazardous under any Applicable Law or Applicable Permit.
"Initial Site Mobilization" means the first instance when any of
Contractor or its or its Subcontractors' or Vendors' Labor or other
representatives is present on the Property Site after Owner has granted to
Contractor care, custody and control of the portion of the Property Site
that is part of the Job Site.
"Job Site" means the Property Site (other than the area designated as
wetlands and not constituting a part of the Job Site on the survey provided
by Owner pursuant to Section 4.07) and any other areas where Contractor may
temporarily obtain care, custody and control, use, easement or license for
purposes directly, indirectly or incidentally related to performance of, or
as an accommodation to, the Work.
"Labor" means the workforce of the relevant Person, including its staff
and employee and non-employee and skilled and unskilled workers.
"LC Issuing Bank" means the financial institution acceptable to Owner
and the Financing Parties.
"Lien" means any lien, security interest, mortgage, hypothecation,
encumbrance or other restriction on title or property interest.
"Letter of Credit" has the meaning set forth in Section 11.11.
"Major Equipment" means the Equipment listed on Exhibit N.
"Major Manufacturers" means the manufacturers of the Major Equipment.
"Mechanical Completion" for each Phase means that (i) the generating
Equipment for such Phase has been installed with the required connections
and controls to produce electrical power; (ii) all other Equipment for such
Phase has been installed, checked for alignment, lubrication and rotation;
(iii) all remaining electrical systems for such Phase have been checked out
and are ready for operation; (iv) all electrical continuity and ground
fault tests and all mechanical tests and calibrations have been completed
for such Phase; (v) all instrumentation (including Continuous Emissions
Monitoring Systems) for such Phase is operational and has been calibrated
in accordance with manufacturers' standards and guidelines and where
possible loop checked; and (vi) such Phase has been flushed and cleaned out
as necessary.
"Milestone Payments" has the meaning set forth in Section 7.01.
"Milestone Achievement Certificate" means a duly executed certificate
in substantially the form of Exhibit E attached hereto, which is submitted
by Contractor to Owner with a Request For Payment.
"Milestone Payment Table" means that table of Milestone Payments which
is set forth in Exhibit D attached hereto.
"Milestones" means the milestones set forth in Exhibit D attached hereto.
"Minimum Performance Levels" for each Phase means that, at a minimum,
the Net Power Output of such Phase, when corrected to Guarantee Design
Conditions, is equal to or greater than 475 MW with a concurrent Net Heat
Rate for such Phase that is equal to or less than 7,350 btu/kW HHV when
firing design basis natural gas and when corrected to Guarantee Design
Conditions.
"Minimum Performance Tests" are defined as the Capability Verification
Tests, the TU Capacity Test, the TU Minimum Stability Test, all as more fully
describe in Scope of Work, Exhibit A.
"Net Heat Rate" means the Corrected Fuel Consumption divided by the Net
Power Output measured over a specified period of time in Btu HHV per kilowatt
hour.
"Net Power Output" means electrical energy of the Plant or Phase, in kW,
measured by the Owner's revenue meters at the output (high voltage side) of
the main transformers.
"Net Capacity and Heat Rate Test" has the meaning set forth in the Scope
of Work.
"Noise Guarantee" has the meaning set forth in Section 11.04(d).
"Notice to Proceed" means one or more notices given from Owner to
Contractor from time to time directing Contractor to commence performance of
the Work or a portion thereof as specified in such notice.
"O&M Contractor" means the Person selected by Owner for the operation
and maintenance of the Plant.
"O&M Personnel" has the meaning set forth in Section 3.22.
"Owner Caused Delay" has the meaning set forth in Section 14.04.
"Owner Interconnection Facilities" means the approximately 1,500' of 345
kilovolt (kv) double circuit transmission lines and other 345 kv high voltage
equipment and apparatus, along with the attendant supervisory control and
data acquisition devices necessary to connect the Switchyard Facilities to
the Grid at the Utility's 345 kv Paris Switching Station in Paris, Texas.
"Owner Permits" means the Applicable Permits listed on Exhibit M.
"Owner Taxes" has the meaning set forth in Section 4.09.
"Parent Guaranty" has the meaning set forth in Section 11.12.
"Parties" means collectively, Owner and Contractor.
"Performance Bonuses" has the meaning set forth in Section 11.06.
"Performance Liquidated Damages" has the meaning set forth in Section
11.05.
"Person" means an individual, partnership, corporation, limited
liability company, company, business trust, joint stock company, trust,
unincorporated association, joint venture, Government Authority or other
entity of whatever nature.
"Phase" means the power block consisting of two (2) combustion turbine
generators, one (1) steam turbine generator and all necessary accessories
constituting a portion of the Plant as required for the generation of nominal
500 MW (net) of electricity, as more fully described in the Scope of Work.
"Phase I" means the Phase that achieves Commercial Operation first.
"Phase I Commercial Operation" and "Commercial Operation" as it refers
to Phase I shall mean that all of the following have occurred for Phase I:
(i) Mechanical Completion for Phase I has been achieved; (ii) Phase I has
been synchronized with the Grid in accordance with the Scope of Work and
Utility's interconnection requirements; (iii) Phase I is capable of being
operated safely, normally and continuously in accordance with the
requirements of this Agreement at all operating conditions and modes
specified in the Scope of Work (although minor portions of such Phase not
essential to its safe and reliable operation may remain to be completed);
(iv) Phase I has achieved at a minimum the Minimum Performance Levels as
determined pursuant to Section 11.09(a), and has successfully completed all
the requirements of the Minimum Performance Tests; (v) Phase I has achieved
the Emissions Guarantee taking into consideration any variances or waivers
that may be applicable thereto and there is no significant risk that the
Plant will not achieve the Emissions Guarantee prior to the time when such
variances and waivers are no longer valid or reasonably available; (vi) Phase
I is capable of being operated in a safe and proper manner in accordance with
Applicable Laws and Applicable Permits; (vii) the Contractor has submitted
the TU capacity test report to the Owner in accordance with the Scope of Work
(Exhibit "A"); (viii) Contractor has provided Owner with copies of all
Contractor's Applicable Permits; (ix) the training of O&M Personnel has been
completed; and (x) Contractor shall have paid all Schedule Liquidated Damages
due under this Agreement for Phase I, if any.
"Phase I Commercial Operation Date" and "Commercial Operation Date" as
it refers to Phase I means the actual date of achieving Phase I Commercial
Operation as determined pursuant to Section 10.06(a) or 10.06(b), as
applicable.
"Phase I Guaranteed Commercial Operation Date" and "Guaranteed
Commercial Operation Date" as it refers to Phase I means June 30, 2000, as
such date may be extended for Change Orders including Change Orders for Owner
caused delays.
"Phase II" means the Phase that achieves Commercial Operation second.
"Phase II Commercial Operation" and "Commercial Operation" as it refers
to Phase II shall mean that all of the following have occurred for Phase II:
(i) Mechanical Completion for Phase II has been achieved; (ii) Phase II has
been synchronized with the Grid in accordance with the Scope of Work and
Utility's interconnection requirements; (iii) Phase II is capable of being
operated safely, normally and continuously in accordance with the
requirements of this Agreement at all operating conditions and modes
specified in the Scope of Work (although minor portions of such Phase not
essential to its safe and reliable operation may remain to be completed);
(iv) Phase II has achieved at a minimum the Minimum Performance Levels as
determined pursuant to Section 11.09(a) and has successfully completed all
the Requirements of the Minimum Performance Tests; (v) Phase II has achieved
the Emissions Guarantee taking into consideration any variances or waivers
that may be applicable thereto and there is no significant risk that the
Plant will not achieve the Emissions Guarantee prior to the time when such
variances and waivers are no longer valid or reasonably available; (vi) Phase
II is capable of being operated in a safe and proper manner in accordance
with Applicable Laws and Applicable Permits; (vii) Contractor has provided
Owner with copies of all Contractor's Applicable Permits; (viii) the training
of O&M Personnel has been completed; (ix) all spare parts required under this
Agreement have been delivered by Contractor to the Property Site in
accordance with Section 3.26(a); and (x) Contractor shall have paid all
Schedule Liquidated Damages due under this Agreement for Phase II, if any.
"Phase II Commercial Operation Date" and "Commercial Operation Date"
as it refers to Phase II means the actual date of achieving Phase II
Commercial Operation as determined pursuant to Section 10.06(a) or 10.06(b),
as applicable.
"Phase II Guaranteed Commercial Operation Date" and "Guaranteed
Commercial Operation Date" as it refers to Phase II means August 31, 2000, as
such date may be extended for Change Orders including Change Orders for Owner
caused delays.
"Plant" means the nominal 1000 MW (net) combined cycle, natural gas-
fired electrical generating facility consisting of both Phase I & Phase II,
as herein defined, to be located on the Property Site as more particularly
described in the Scope of Work.
"Plant Net Heat Rate" has the meaning set forth in Section 11.04(b).
"Plant Net Heat Rate Guarantee" has the meaning set forth in Section
11.04(b).
"Plant Net Power Output" has the meaning set forth in Section 11.04(a).
"Plant Net Power Output Guarantee" has the meaning set forth in Section
11.04(a).
"Pre-Existing Hazardous Material" means Hazardous Material that existed
on or in the Job Site and/or the Property Site prior to Initial Site
Mobilization by Contractor.
"Prefunding Cancellation Costs" means the actual and demonstrable
third party costs incurred by Contractor upon termination of this Agreement
in accordance with Article XV; provided that notwithstanding anything
contained herein to the contrary, "Prefunding Cancellation Costs" shall not
include (A) any Contractor Internal Costs except as listed in Section 5.01,
and (B) any cancellation charges under the Prefunding Purchase Orders except
to the extent Owner authorizes Contractor to cancel any of such Prefunding
Purchase Orders, and (C) any other costs expressly excluded therefrom as
provided herein.
"Prefunding Purchase Orders" has the meaning set forth in Section 5.03(b).
"Prefunding Third Party Costs" means the actual and demonstrable third
party costs incurred by Contractor in performing the Prefunding Work;
provided that notwithstanding anything contained herein to the contrary,
"Prefunding Cancellation Costs" shall not include (A) any Contractor Internal
Costs except as listed in Section 5.01 and (B) any other costs expressly
excluded therefrom as provided herein.
"Prefunding Work" has the meaning set forth in Section 5.01.
"Procedures Manual" has the meaning set forth in Section 3.19(c).
"Project Schedule" means the schedule for completion of the Work
attached hereto as Exhibit B.
"Property Site" means that certain piece of property located in or near
Paris, Texas as more particularly described in Exhibit P.
"Prudent Utility Practices" means the practices generally followed by
the United States electric utility industry with respect to design,
construction, operation, and maintenance of electric generating,
transmission, and distribution facilities (including but not limited to, the
engineering, operating and safety practices generally followed by the
electric utility industry).
"Punch List" has the meaning set forth in Section 10.05 (a).
"Qualified Insurer" has the meaning set forth in Section 9.03.
"Request for Payment" means the written requests from Contractor to
Owner for payment hereunder, which requests shall be in substantially the
form of Exhibit F attached hereto.
"Reference Rate" means the lesser of (i) the prime rate of interest for
United States of America financial institutions as reported from time to time
by The Wall Street Journal (New York Edition) plus two percent (2%) or (ii)
the maximum rate permitted by Applicable Law.
"Schedule Liquidated Damages" has the meaning set forth in Section
11.02.
"Scheduled Synchronization Date(s)" for each Phase means the date
identified by Contractor in a notice received by Owner at least one hundred
forty (140) days prior to such date as being the date on which Contractor
will first attempt to cause the generating equipment of such Phase to be
electrically synchronized and connected to the Grid.
"Scope of Work" means the Scope of Work attached hereto as Exhibit A, as
the same may be amended from time to time in accordance with the terms hereof.
"Separated Contract Price" means the price for all labor, all materials,
and all equipment as stated in Exhibit J as amended from time to time
pursuant to the terms hereof.
"Subcontractor" means any contractor, constructor or material man who
performs any portion of the Work other than Contractor.
"Substantial Subcontractor" means a Subcontractor whose contract or
contracts (in the aggregate) with Contractor require payments by Contractor
totaling at least $500,000.00.
"Substantial Vendor" means a Vendor whose contract or purchase orders
(in the aggregate) with Contractor require payments by Contractor of at least
$500,000.00.
"Switchyard Facilities" means the area adjacent to the Plant designated
by the Owner for construction by Owner of the 345 kv high voltage equipment,
apparatus and dead-end structure used for connecting the Plant to the Owner
Interconnection Facilities.
"Termination Payment" has the meaning set forth in Section 15.03.
"Test Notice" has the meaning set forth in Section 10.01(b).
"Tests" means collectively, the Capability Verification Tests and the
Guaranteed Performance Tests, and each individually shall be referred to
herein as a "Test."
"Total Prefunding Costs" means the aggregate of, without duplication,
Prefunding Third Party Costs and Prefunding Cancellation Costs.
"Turbine Vendor" means General Electric Power Systems.
"Turbine Vendor Purchase Agreement" has the meaning set forth in Section
3.36.
"Utility" means Texas Utilities Electric Company.
"Vendor" means any supplier, manufacturer or vendor of Equipment to
Contractor or any Subcontractor.
"Warranty Period" has the meaning set forth in Section 12.01(e).
"Work" has the meaning set forth in Section 3.01(a). The term "Work"
shall include all Work performed prior to the date hereof, whether pursuant
to the Letter Agreement or otherwise.
Section 1.02. Interpretation. Unless the context of this Agreement
otherwise requires:
(a) the headings contained in this Agreement are used solely for
convenience and do not constitute a part of this Agreement between the
Parties, nor should they be used to aid in any manner to construe or
interpret this Agreement;
(b) the gender of all words used herein shall include the masculine,
feminine and neuter and the number of all words shall include the singular
and plural words;
(c) the terms "hereof", "herein" "hereto" and similar words refer to
this entire Agreement and not to any particular Article, Section, Exhibit or
any other subdivision of this Agreement;
(d) references to "Article," "Section" or "Exhibit" are to this
Agreement unless specified otherwise;
(e) reference to "this Agreement" (including any Exhibit hereto) or any
other agreement, Exhibit, permit or document shall be construed as a
reference to such agreement or document as the same may be amended, modified,
supplemented or restated, and shall include a reference to any document which
amends, modifies, supplements or restates, or is entered into, made or given
pursuant to or in accordance with its terms;
(f) references to any law, statute, rule, regulation, notification or
statutory provision (including Applicable Laws, Applicable Permits and the
ERCOT Operating Guides) shall be construed as a reference to the same as it
may have been, or may from time to time be, amended, modified or re-enacted;
(g) references to any Person shall be construed as a reference to such
Person's successors and permitted assigns; and
(h) references to "includes," "including" and similar phrases shall
mean "including, without limitation."
Section 1.03. Exhibits. The following exhibits are attached to and
incorporated into and made a part of this Agreement:
(a) Exhibit A - Scope of Work
(b) Exhibit B - Project Schedule
(c) Exhibit C - Critical Milestones
(d) Exhibit D - Milestone Payment Table
(e) Exhibit E - Form of Milestone Achievement Certificate
(f) Exhibit F - Form of Request For Payment
(g) Exhibit G - Form of Final Acceptance Certificate
(h) Exhibit H - Form of Contractor Certificate for Partial Waiver of
Liens
(h-1)Exhibit H-1 Form of Subcontractor Certificate for Partial
Waiver of Liens
(i) Exhibit I - Form of Parent Guaranty
(j) Exhibit J - Separated Contract Price
(k) Exhibit K - Contractor's Rate Schedule
(l) Exhibit L - Contractor Permits
(m) Exhibit M - Owner Permits
(n) Exhibit N - Major Equipment
(o) Exhibit O - Project Management Team
(p) Exhibit P - Legal Description of Property Site
(q) Exhibit Q - Approved Substantial Subcontractors and Substantial
Vendors
(r) Exhibit R - Contractor Final Lien Waiver and Release
(r-1) Exhibit R-1 Subcontractor Final Lien Waiver and Release
(s) Exhibit S - ERCOT Operating Guides
(t) Exhibit T - Soil Boring and Subsurface Data
(u) Exhibit U - Form of Letter of Credit
ARTICLE II
RETENTION OF CONTRACTOR
Section 2.01. Retention of Contractor. Owner hereby engages
Contractor, and Contractor hereby agrees to be engaged by Owner to perform
the Work in accordance with the terms and conditions set forth herein.
Section 2.02. Status of Contractor; No Partnership. Contractor shall
be an independent contractor with respect to any and all Work performed and
to be performed under this Agreement. This Agreement shall not be interpreted
or construed to create an association, joint venture or partnership
relationship among or between the Parties or any similar relationship,
obligations or liabilities. Neither Party shall have any right, power or
authority to enter into any agreement or undertaking for, act on behalf of,
or to act as or be an agent or representative of, or to otherwise bind or
obligate the other Party.
Section 2.03. Subcontractors and Vendors.
(a) Subject to the terms hereof, Contractor shall have the right to
have any of the Work performed by a Subcontractor or Vendor qualified to
perform such Work pursuant to written subcontracts or written purchase
orders; provided that Contractor shall not be relieved from any liability or
obligation under this Agreement. Except as otherwise indicated in this
Agreement, Contractor shall be solely responsible for engaging, managing,
supervising and paying all such Subcontractors and Vendors. Contractor shall
require that all Work performed, and all Equipment provided by Subcontractors
and Vendors are received, inspected and otherwise furnished in accordance
with this Agreement, and Contractor shall be solely liable for all acts,
omissions, liabilities and Work (including Defects therein) of such
Subcontractors and Vendors. Owner shall not have any obligation or liability
to any Subcontractor or Vendor. Nothing in any contracts, subcontracts and
purchase orders with Subcontractors and Vendors shall in any way diminish or
relieve Contractor from any duties and obligations under this Agreement; and
all such contracts, subcontracts and purchase orders must provide that the
rights thereunder are assignable to Owner and the Financing Parties or their
designees at any time. No Subcontractor or Vendor is intended to be or shall
be deemed a third-party beneficiary of this Agreement.
(b) A list of approved Substantial Subcontractors and Substantial
Vendors as of the date hereof, including a brief description of the Work to
be performed by such Persons, is attached hereto as Exhibit Q. Contractor
may retain those Substantial Subcontractors or Substantial Vendors which are
set forth on Exhibit Q without further notice to or approval of Owner. Owner
shall have the right to approve in advance each additional Substantial
Subcontractor and Substantial Vendor in accordance with the terms hereof.
Prior to retaining any additional Substantial Subcontractors or Substantial
Vendors, Contractor shall notify Owner and provide it with such information
as necessary to enable Owner to evaluate each such proposed Substantial
Subcontractor or Substantial Vendor for the portion of the Work proposed to
be performed it. Within fifteen (15) days after receipt of such information,
Owner shall advise Contractor if any proposed Substantial Subcontractor and
Substantial Vendor is unacceptable. If Owner fails to object to any proposed
Substantial Subcontractor or Substantial Vendor within such fifteen (15) day
period, Contractor may retain such Substantial Subcontractor or Substantial
Vendor for the portion of the Work proposed. If Owner timely objects to such
proposed Substantial Subcontractor or Substantial Vendor, Contractor shall
not retain such proposed Substantial Subcontractor or Substantial Vendor.
Approval of any Substantial Subcontractor or Substantial Vendor under this
paragraph shall only be for the portion of the Work so approved.
(c) The Contractor shall submit to Owner a copy of each unpriced
purchase order or agreement entered into with a Substantial Subcontractor
or Substantial Vendor for Equipment. Each purchase order or agreement
shall show, where applicable, the Vendor's or Subcontractor's name,
manufacturer's name, materials type, model number, size, quantity and lists
of the Equipment ordered, and shall be submitted to Owner when issued for
purchase.
ARTICLE III
CERTAIN OBLIGATIONS AND RESPONSIBILITIES OF CONTRACTOR
Section 3.01. Scope of Work; Applicable Standards.
(a) Contractor shall, at its own expense, (i) design, engineer,
procure, construct, start up, and carry out Tests on the Plant, and perform
its other obligations hereunder, and (ii) manage, supervise, inspect and
furnish all Labor, Equipment, Contractor Equipment, temporary structures,
temporary utilities, products and services for the foregoing, all on a
turnkey basis, in accordance with this Agreement, including, without
limitation, the Project Schedule and the Scope of Work, as the same may be
modified from time to time in accordance with the terms hereof by a Change
Order or other amendment hereto (all of the foregoing obligations of
Contractor being collectively referred to in this Agreement as the "Work").
Subject to the remedies provided for herein, Contractor shall perform the
Work and turn the Plant over to Owner in a manner that is (i) sufficient,
complete and adequate in all respects necessary for each Phase to
successfully achieve Commercial Operation by the applicable Guaranteed
Commercial Operation Date; (ii) in conformance with professional standards
and skill, expertise and diligence of design professionals regularly
involved in major power projects; (iii) in compliance with the terms of this
Agreement and all Applicable Laws and Applicable Permits; and (iv) approved
as to form, use and content by public and private entities authorized to
administer or enforce any building or construction code or standard whose
approval of the final design of the Plant, or any portion thereof, is
necessary for the construction or operation of the Plant.
(b) The Plant and the Work shall, at a minimum, meet professional
standards utilized by design professionals regularly involved in major power
projects. The Plant shall be designed, constructed and manufactured to
operate, and shall be capable of being operated at all levels and operating
modes in accordance with all Applicable Laws and Applicable Permits. The
Plant and all items of Equipment and improvements comprising the Plant shall
be designed, manufactured, installed, calibrated and tested where applicable
in accordance with the published standards (as of the dates specified) of the
organizations listed in the Scope of Work. Contractor shall notify Owner of
any standards of the above listed organizations, that are inconsistent with
each other and advise Owner of the manner in which it intends to resolve such
inconsistency in accordance with the standard referenced above.
Section 3.02. Control and Method of the Work.
(a) Subject to the terms hereof, Contractor shall be solely responsible
for performing or causing to be performed the Work in accordance with the
terms of this Agreement, and for all means, methods, techniques, sequences,
procedures, and safety and security programs in connection with such
performance. Contractor shall inform Owner in advance concerning its plans
for carrying out each phase of the Work.
(b) Whenever the words "as ordered," "as directed," "as required," "as
permitted," "as allowed," "approved," "reasonable," "suitable," "acceptable,"
"properly," "satisfactory," or words or phrases of similar effect and import
are used, it shall be understood that none of such terms shall imply that
Owner has any authority over, right to control or responsibility for
supervision of Contractor or its Subcontractors or Vendors, such supervision
(including sole control over and responsibility therefor) being strictly
reserved for Contractor. Any method of Work suggested by Owner that is used
by Contractor will be used at the risk and responsibility of Contractor, and
Owner will assume no responsibility therefor.
Section 3.03. Compliance with Law. Contractor shall, and shall cause
all of its Subcontractors, Vendors and Persons that it has a right to direct
who are engaged in the performance of any of the Work to comply with all
Applicable Laws and Applicable Permits. Contractor shall perform the Work in
a manner designed to protect the environment on and off the Job Site and
avoid damage or nuisance to Persons and property of the public or others,
including damage or nuisance resulting from pollution, noise or other causes
arising as a consequence of methods of construction or operation of the
Plant. The foregoing shall not be construed as to limit Contractor's
obligations and liabilities under Section 3.15.
Section 3.04. Certain Matters Pertaining to Job Site. Contractor shall
inspect the Job Site, verify the working conditions and undertake
investigations as deemed appropriate before commencing any Work. Contractor
shall be solely responsible for performing any preliminary Work on the Job
Site necessary for the commencement of construction to occur, including
removal of all physical impediments to performing Work on the Job Site, above
and below ground. Contractor shall cause its, and its Subcontractors' and
Vendors' vehicles and self-propelled equipment entering on the Job Site to be
clearly marked to identify the Contractor, Subcontractor or Vendor which owns
the same. Contractor acknowledges that the Property Site is currently not
within the city limits of Paris, Texas; however, it is anticipated that the
Property Site will be annexed to the City of Paris, Texas. Contractor agrees
that it undertaking to complete the Work in accordance with the terms hereof,
Contractor has taken into consideration that the Property Site may or may not
be annexed to or otherwise subject to the jurisdiction of the City of Paris,
Texas.
Section 3.05. Access to Job Site. Owner shall have the right to have
representatives on the Job Site full time. In addition, Contractor shall
provide reasonable access at all times, upon request by Owner, to the Job
Site and the Work to Owner, Owner's other contractors, Facilities Engineer
and the Financing Parties and their respective employees, representatives,
agents and consultants; provided, however, that in the absence of an
emergency or a default by Contractor hereunder, (i) Owner shall give
reasonable prior notice to Contractor, and (ii) Contractor may provide, and
each such person shall accept, an escort or any safety equipment or measures
that Contractor, in its reasonable discretion, deems necessary or advisable.
Section 3.06. Inspection and Testing of Work in Progress.
(a) Each item of Equipment to be supplied by Contractor shall be
subject to inspection and testing during and upon completion of its
fabrication and installation in accordance with the provisions of the Scope
of Work. Without limiting the foregoing, Contractor shall be responsible for
inspection and testing of the Equipment in accordance with standard
inspection practices and as required by applicable specifications before
their shipment.
(b) Prior to any shipment or at the time of fabrication and assembly of
the Equipment, Owner may (or require Contractor to) arrange for inspection of
such Equipment at the manufacturer's premises by Owner, and/or its designated
agent. The expenses and fees of such inspection shall be borne by Owner.
Contractor shall give notice of readiness to Owner and the Facilities
Engineer at least seven (7) days prior to the date when the Equipment will be
available for inspection. Notwithstanding the foregoing, Owner's right to
inspect Equipment shall be limited to that Equipment which has been agreed to
by Owner and Contractor and identified as subject to Owner's inspection in
the Procedures Manual. Contractor shall arrange for access to the
manufacturer's facilities to permit any such inspection to be conducted
smoothly.
(c) Contractor shall permit Owner and, as authorized by Owner, any
party designated by Owner, and the Financing Parties to inspect, test and
observe the Work from time to time; provided, however, that none of such
Person's shall have any authority or responsibility for such Work.
Contractor shall provide Owner each month during performance of the Work with
a schedule of all testing proposed for the following three (3) month period
in compliance with the requirements of the Scope of Work.
Section 3.07. No Waiver of Responsibility. No inspection made,
acceptance of Work, payment of money or approval given by Owner, the
Financing Parties or the Facilities Engineer shall relieve Contractor of its
obligations for the proper performance of the Work in accordance with the
terms hereof. Owner may reject any Work with defects or which is not in
accordance with the requirements of this Agreement, regardless of the stage
of completion, the time or place of discovery of error, and whether Owner
previously accepted any or all of such Work through oversight or otherwise.
No approval given by Owner, in and of itself, shall be considered as an
assumption of risk or liability by any such Person. Any such approval shall
mean that the Person giving the approval has no objection to the adoption or
use by Contractor of the matter approved at Contractor's own risk and
responsibility. Contractor shall have no claim relating to any such matter
approved, including any claims relating to the failure or inefficiency of any
method approved.
Section 3.08. Defective Work. Contractor shall at its own expense
correct or replace any Work that contains a Defect, or is not otherwise in
accordance with this Agreement. Equipment that has been replaced, if
situated on the Job Site, shall be removed by Contractor from the Job Site at
Contractor's expense.
Section 3.09. Clean-Up.
(a) Without limiting the provisions of Section 3.16, Contractor shall
at all times keep the Job Site reasonably free from waste, rubbish and
Hazardous Material, other than Pre-Existing Hazardous Material, relating to
its Work. Contractor shall maintain the Job Site in a neat and orderly
condition throughout the performance of the Work. Contractor shall employ
sufficient personnel to clean its site office and work areas each working day
and shall cooperate with the other Persons working at the Job Site to keep
the Job Site clean.
(b) Prior to the Final Acceptance Date or as soon as practicable after
the termination of this Agreement by Owner in accordance with the provisions
of Article XV, Contractor shall (i) remove all Contractor Equipment from the
Job Site (other than equipment, supplies and materials necessary or useful to
the operation or maintenance of the Plant and Equipment and equipment,
supplies and materials directed by Owner to remain at the Job Site until
completion of the Plant), (ii) have cleaned out all pits, pipes, chambers and
conduits, (iii) tear down and remove all temporary structures on the Job Site
built by it or its Subcontractors and restore such areas to their original
condition, and (iv) remove all waste, rubbish and Hazardous Material from and
around the Job Site, except that Contractor shall not be required to
excavate, remove, transport or otherwise dispose of Pre-Existing Hazardous
Material on the Job Site.
Section 3.10. Obtaining, Maintaining and Identifying Permits.
Contractor shall timely obtain and maintain all Contractor Permits. In
addition, Contractor shall provide all assistance reasonably requested by
Owner in connection with Owner's efforts to obtain and maintain the Owner
Permits, including, without limitation, witnesses testimony, depositions,
preparation of exhibits, technical calculations and attending meetings. In
the event that any Applicable Permit is required for the Plant or to perform
the Work that is not identified in this Agreement, at Owner's request,
Contractor shall obtain and maintain such Applicable Permit at Owner's
expense. Notwithstanding the foregoing, Contractor shall only be responsible
for submitting an application to obtain operating permits not otherwise
identified in this Agreement. All Applicable Permits shall be issued in the
name of Owner unless otherwise required by Applicable Law or such Applicable
Permit. If any Contractor Permit (or application therefor) is in the name of
Owner or otherwise requires action by Owner, Owner shall upon the request of
Contractor sign such application or take such action as reasonably
appropriate. Owner reserves the right to review any such application of
Contractor; provided; however, that Owner's exercise of such right shall not
under any circumstances, be considered an approval of the necessity, effect
or contents of such application or related permit. Contractor shall deliver
to Owner true and complete copies of all Applicable Permits obtained by
Contractor upon its receipt thereof. Contractor shall use best efforts to
identify in writing to Owner all government requirements for performance of
the Work not identified in this Agreement, or shall confirm in writing that,
to the best of Contractor's knowledge, there are no such government
requirements other than as identified in this Agreement prior to Financial
Closing.
Section 3.11. Labor. Contractor shall be responsible for retaining all
Labor necessary for it to perform its obligations hereunder and comply with
the provisions hereof, all in accordance with Applicable Laws. Contractor
shall be responsible for all costs incurred in complying with this Section
3.11 or otherwise associated with its Labor, including, without limitation,
costs incurred by any member of its Labor, whether by direct contract or
subcontract, for medical treatment, transport and accommodation as a result
of injuries or illness arising from engagement or employment in the execution
of the Work.
(a) Engagement of Labor. Contractor shall make its own arrangements
for the engagement of all Labor in connection with this Agreement and the
performance of the Work. Contractor shall employ in the performance of the
Work only Labor, whether supervisors, skilled workers or laborers, who are
competent to perform their assigned duties and shall use all reasonable
efforts to cause its Subcontractors and Vendors to adhere to the same
standard with respect to their Labor. Contractor agrees, where required by
Applicable Law, to employ only licensed personnel in good standing with their
respective trades and licensing authorities to perform engineering, design,
architectural and other professional services in the performance of the Work.
All such professional services shall be performed with the degree of care,
skill and responsibility customary among such licensed personnel.
(b) Identification. Contractor shall identify each member of its and
its Subcontractor's and Vendor's Labor in accordance with the standards and
procedures that are mutually acceptable to the Parties.
(c) Supply of Services for Labor. Contractor shall provide and
maintain at the Job Site, in accordance with Applicable Laws and Applicable
Permits, such accommodations, services and amenities as necessary for all
Labor employed for the purpose of or in connection with this Agreement,
including all water supply (both for drinking and other purposes),
electricity supply, sanitation, fire prevention and fire-fighting equipment,
refuse disposal systems and other requirements in connection with such
accommodations or amenities.
(d) Alcohol and Drugs. Contractor shall not possess, consume, import,
sell, give, barter or otherwise dispose of any alcoholic beverages or drugs
(excluding drugs for proper medical purposes and then only in accordance with
Applicable Law) at the Job Site, or permit or suffer any such possession,
consumption, importation, sale, gift, barter or disposal by its
Subcontractors, agents or Labor and shall at all times assure that the Job
Site is kept free of all such substances. Contractor shall immediately
identify and remove from its or its Subcontractors' employment at the Job
Site any person (whether in the charge of Contractor or any Subcontractor)
who is found to be in the possession of, under the influence, or who is a
user of any dangerous or controlled drug, alcohol or other such substance or
any other person who does or whose actions may create any unsafe condition or
other situation that may cause damage or harm to any person or property.
(e) Arms and Ammunition. Except as required for Job Site security,
Contractor shall not possess, give, barter or otherwise dispose of, to any
person or persons, any arms or ammunition of any kind at the Job Site, or
permit or suffer the same as aforesaid and shall at all times assure that the
Job Site is kept free from arms and ammunition.
(f) Disorderly Conduct. Contractor shall be responsible for the
conduct and deeds of its Labor and its Subcontractors' Labor relating to
this Agreement and the consequences thereof. Contractor shall at all times
take all reasonable precautions to prevent any unlawful, riotous or
disorderly conduct by or among such Labor and for the preservation of peace
and protection of Persons and property in the area of the Job Site against
the same. Contractor shall not interfere with any members of any
authorized police, military or security force in the execution of their
duties.
Section 3.12. Project Management. Contractor has designated a
management team as set forth on Exhibit O, and any future members of the
management team must be approved by Owner in writing prior to his/her
designation, such approval not to be unreasonably withheld. During the
performance of the Work from the Initial Site Mobilization and thereafter,
Contractor shall maintain continuously at the Job Site adequate management,
supervisory, administrative, security and technical personnel, including the
Contractor Site Manager, to ensure expeditious and competent handling of all
matters related to the Work, according to its determination of the staffing
required for this purpose. Contractor will not re-assign, remove or replace
the Contractor Project Manager, Contractor Project Engineering Manager or
Contractor Site Manager without Owner's prior written consent, which consent
shall not be unreasonably withheld. Contractor shall promptly replace its
Contractor Project Manager, Contractor Project Engineering Manager or
Contractor Site Manager, upon written request of Owner, if such individual is
disorderly or if in Owner's opinion, such individual is otherwise incompetent
for his position and responsibilities.
Section 3.13. Temporary Office Quarters.
(a) During the performance of the Work from the Initial Site
Mobilization and thereafter, Contractor shall maintain a suitable office at
the Job Site at or near the site of the Work which shall be the headquarters
of Contractor's representative designated pursuant to Section 3.35.
(b) Contractor shall provide Owner's representatives and the Facilities
Engineer with reasonably adequate office space, including all utilities,
heating, ventilation and air conditioning, contemporaneously with the
existence of Contractor's site office specified in paragraph (a) above, which
office space shall be subject to the approval of Owner. For purposes of this
Section, "reasonably adequate" includes at a minimum the following
facilities: (i) four (4) offices, each being a minimum of one hundred twenty
(120) square feet; (ii) a conference room adequate to accommodate twelve (12)
people; (iii) a secretary and reception area; (iv) a kitchen with hot and
cold running water; (v) restroom facilities with indoor plumbing; and (vi) a
minimum of six (6) telephone jacks, including one in each office, the
conference room and the reception area. Contractor shall properly maintain
such offices and shall employ sufficient personnel to clean such office each
working day that such offices are used. Contractor shall be responsible for
paying all utility deposits and charges, other than long distance telephone
charges related to calls made by Owner and its representatives, related to
such offices for Owner.
Section 3.14. Cooperation with Other Contractors. Contractor shall
cooperate and cause its Subcontractors and Vendors to cooperate with Owner
and other unrelated contractors who may be working at or near the Job Site in
order to assure that neither Contractor, nor any of its Subcontractors or
Vendors unreasonably hinders or increases, or makes more difficult than
necessary the work being done by Owner and other unrelated contractors.
Section 3.15. Protection and Safety.
(a) Subject to Owner's responsibilities set forth below with respect to
the period between Phase I Commercial Operation Date and Phase II Commercial
Operation Date, prior to the Phase II Commercial Operation Date, Contractor
shall be responsible for the security, protection and safety of all Persons
(including members of the public and the employees, agents, contractors,
consultants and representatives of Owner, Financing Parties, Contractor and
its Subcontractors and Vendors, and other contractors and subcontractors)
and all public and private property (including structures, sewers and service
facilities above and below ground, along, beneath, above, across or near the
Job Site) that are at or near the Job Site or that are in any manner affected
by the performance of the Work. As of the Phase I Commercial Operation Date,
Owner shall have operational control over Phase I. Prior to Phase I
Commercial Operation Date, the Parties shall establish procedures and
protocol for the Phase I area under operational control by Owner as of the
Phase I Commercial Operation Date. Such protocol and procedures shall
include a designation of the area under operational control of Owner,
procedures for access to the Job Site and Owner's area of operational
control, and safety and security measures with respect to the Job Site and
Owner's area of operational control. Subject to and without limiting
Contractor's obligations with respect to security, protection and safety of
the overall Job Site, as of the Phase I Commercial Operation Date, Owner
shall be responsible for the security, protection and safety of all Persons
and all public and private property that are within Owner's Phase I area of
operational control.
(b) Contractor shall initiate and maintain reasonable safety
precautions and accident prevention programs for the Job Site and in the
performance of the Work, which shall be in compliance with all Applicable
Laws and Applicable Permits, to prevent injury to persons or damage to
property on, about or adjacent to the Job Site and in the performance of
the Work. Without limiting the generality of the foregoing, Contractor
shall furnish and maintain all necessary safety equipment such as barriers,
signs, warning lights and guards as required to provide adequate protection
to persons and property. In addition, Contractor shall give reasonable
notice to owners of public and private property and utilities when such
property is susceptible to injury or damage through the performance of the
Work and shall make all necessary arrangement with such owners relative to
the removal and replacement of protection of such property or utilities.
Section 3.16. Environmental Matters.
(a) Hazardous Material. Contractor shall, and shall cause its
Subcontractors and Vendors to, comply with all Applicable Laws relating to
Hazardous Material, all Applicable Permits, and all requirements of the
Financing Parties with respect to Hazardous Material. Without limiting the
generality of the foregoing:
(i) Contractor shall, and shall cause its Subcontractors and
Vendors to, apply for, obtain, comply with, maintain and renew all
Applicable Permits required of Contractor by Applicable Laws regarding
Hazardous Material that are necessary, customary or advisable for the
performance of the Work. Contractor shall, and shall cause its
Subcontractors and Vendors to have an independent Environmental
Protection Agency identification number for disposal of Hazardous
Material under this Agreement if and as required under Applicable Laws
or Applicable Permits.
(ii) Contractor shall conduct its activities under this
Agreement, and shall cause each of its Subcontractors to conduct its
activities, in a manner designed to prevent pollution of the
environment or any other release of any Hazardous Material by
Contractor and its Subcontractors and Vendors in a manner or at a
level requiring remediation pursuant to any Applicable Law.
(iii) Contractor shall not cause or allow the release or
disposal of Hazardous Material at the Job Site, bring Hazardous
Material to the Job Site, or transport Hazardous Material from the Job
Site, except in accordance with Applicable Law and Applicable Permits.
Contractor shall be responsible for the management of and proper
disposal of all Hazardous Material brought onto or generated at the
Job Site by it or its Subcontractors or Vendors, if any. Contractor
shall cause all such Hazardous Material brought onto or generated at
the Job Site by it or its Subcontractors or Vendors, if any, (A) to be
transported only by carriers maintaining valid permits and operating
in compliance with such permits and laws regarding Hazardous Material
pursuant to manifest and shipping documents identifying only
Contractor as the generator of waste or person who arranged for waste
disposal, and (B) to be treated and disposed of only at treatment,
storage and disposal facilities maintaining valid permits operating in
compliance with such permits and laws regarding Hazardous Material,
from which, to the best of Contractor's knowledge, there has been and
will be no release of Hazardous Material. Contractor shall submit to
Owner a list of all Hazardous Material to be brought onto or generated
at the Job Site prior to bringing or generating such Hazardous
Material onto or at the Job Site. Contractor shall keep Owner
informed as to the status of all Hazardous Material on the Job Site
and disposal of all Hazardous Material from the Job Site.
(iv) If Contractor or any of its Subcontractors or Vendors
releases any Hazardous Material on, at, or from the Job Site, or
becomes aware of any Person who has stored, released or disposed of
Hazardous Material on, at, or from the Job Site during the Work,
Contractor shall immediately notify Owner in writing. If Contractor's
work involved the area where such release occurred, Contractor shall
immediately stop any Work affecting the area. Contractor shall, at
its sole expense, diligently proceed to take all necessary or
desirable remedial action to clean up fully the contamination caused
by (A) any knowing or negligent release by Contractor or any of its
Subcontractors or Vendors of any Pre-Existing Hazardous Material, and
(B) any Hazardous Material that was brought onto or generated at the
Job Site by Contractor or any of its Subcontractors or Vendors,
whether on or off the Job Site. Notwithstanding anything to the
contrary, Contractor shall not be responsible for determining the
existence of pre-existing hazardous material on the jobsite.
(v) If Contractor discovers any Pre-Existing Hazardous Material
that has been stored, released or disposed of at the Property Site,
Contractor shall immediately notify Owner in writing. If Contractor's
Work involves the area where such a discovery was made, Contractor
shall immediately stop any work affecting the area and Owner shall
determine a reasonable course of action. Contractor shall not, and
shall cause its Subcontractors and Vendors to not take any action that
may exacerbate any such contamination. If Owner desires Contractor to
perform all or part of any remediation or evacuation that may become
necessary as a result of the discovery of any such Pre-Existing
Hazardous Material, it shall request a Change pursuant to Section
6.01(a) hereof; provided, however, that, notwithstanding the
provisions of Section 6.03, Contractor shall not itself be obliged to
proceed with any such environmental remediation work unless and until
Owner and Contractor shall have agreed upon mutually satisfactory
terms and conditions for the Change Order, including, without
limitation, any appropriate supplemental environmental indemnification
necessary to protect Contractor from liabilities it incurs as a result
of performing such remediation. If requested by Owner, Contractor
shall cooperate with and assist Owner in making the Property Site
available for taking necessary remedial steps to clean up any such
contamination at Owner's expense. Notwithstanding anything contained
herein to the contrary, nothing contained herein shall be construed as
to obligate Owner to take any remedial action to clean up, or
otherwise place any liability on Owner for, any Pre-Existing Hazardous
Material.
(b) Waste Treatment and Disposal. Without limiting the foregoing:
(i) Toxic Waste and Industrial Hazards: Contractor shall be
responsible for the proper management and disposal of all toxic waste
and industrial hazards brought onto or generated at the Job Site by it
or its Subcontractors or Vendors, if any. Contractor shall, and shall
cause its Subcontractors and Vendors to, comply with all Applicable
Laws, Applicable Permits and applicable safety standards related to
the treatment, storage, disposal, transportation and handling of toxic
wastes and industrial hazards. Contractor shall not store or dispose
of toxic wastes and industrial hazards near groundwater, surface water
or drainage systems. Liquid wastes shall not be dumped onto the
ground or in any groundwater, surface water or drainage systems. All
waste oil and grease resulting from construction activities shall be
collected and disposed of in a manner that prevents contamination to
soil, ground water, and surface water, and incinerated if possible.
Vehicle maintenance shall be conducted in safe areas away from
watercourses and oil or fluid runoff shall be collected in grease
traps. Toxic waste and industrial hazard storage containers shall be
well-labeled.
(ii) Sanitary and Solid Waste: Contractor shall take appropriate
measures in accordance with the Applicable Law and Applicable Permits
for the treatment and disposal of sanitary and solid waste, and in
particular, Contractor shall give due regard to protecting
environmentally sensitive areas and water supplies. Run-off from
disposal sites shall be curtailed.
(c) Fuel Storage. The location, facilities, safety measures and
environmental and pollution control in connection with storage of fuel or
like substances shall comply with all Applicable Laws and Applicable
Permits.
(d) Wetland Areas. Contractor acknowledges that portions of the
Property Site have been designated as wetlands as indicated on the survey
provided by Owner pursuant to Section 4.07. Certain of these wetland areas,
as designated on such survey, do not constitute a part of the Job Site.
Contractor shall erect a temporary wall or other blockade to isolate this
wetland area from the Job Site and construction area, and shall not, and
shall not allow, any Work to be conducted in or other interference with such
wetland areas. Except for such wetland areas that do not constitute a part
of the Job Site, Owner anticipates obtaining a permit from U.S. Army, Corps
of Engineers, allowing construction and other Work activities on the
remaining wetland areas on the Property Site. Contractor shall, and shall
cause its Subcontractors and Vendors, to comply with all rules, regulations
and permits issued by the U.S. Army, Corps of Engineers, and all other
Applicable Laws and Applicable Permits in connection with the wetland areas
on the Property Site.
Section 3.17. Fire Prevention.
(a) Contractor shall be responsible for providing adequate fire
prevention and protection at the Job Site and shall take all reasonable
precautions to minimize the risk of fire at the Job Site. Contractor shall
provide instruction to the Labor in fire prevention control and shall provide
appropriate fire-fighting and fire protection equipment and systems at the
Job Site.
(b) Contractor shall promptly collect and remove combustible debris and
waste material from the Job Site in accordance with Applicable Laws and
Applicable Permits, and shall not permit such debris and material to
accumulate. Contractor shall control the usage of fires for any purpose in
the vicinity of the Work and shall agree upon the appropriateness of any
such fires with Owner. Any areas of vegetation damaged by fire which are
considered by Owner to have been initiated by Contractor's or
Subcontractors' Labor shall be recultivated and otherwise rehabilitated by
Contractor, at Contractor's expense.
(c) Contractor will complete all systems, procedures and Equipment
constituting the Plant fire protection system as necessary during
construction to protect Work in progress, in particular with regard to fuel
and other flammable materials.
Section 3.18. Religious and Archaeological Resources. In the event
any archaeological or religious sites, places, monuments or areas are
discovered or identified by Contractor during the performance of this
Agreement, Contractor shall leave such sites untouched and protected by
fencing and shall immediately stop any Work affecting the area. Contractor
shall notify the Owner of any such discovery as soon as practicable, and
Contractor shall carry out Owner's instructions for dealing with the same.
All fossils, coins, articles of value or antiquity and structures and other
remains or things of geological, archaeological, historical, religious,
cultural or similar interest discovered on the Job Site shall, as between
Owner and Contractor, be deemed to be the absolute property of Owner.
Contractor shall prevent its and its Subcontractors' and Vendors' Labor and
any other Persons from removing or damaging any such article or thing.
Section 3.19. Reports, Plans and Manuals.
(a) Status Reports. Within ten (10) days after the beginning of each
month, commencing with November 1998, Contractor shall prepare and submit to
Owner and the Facilities Engineer written progress reports, in a form
reasonably acceptable to Owner, which include a description of the progress
and status of the Work, the status of Equipment and other scheduled
deliveries, the Subcontractors' activities, and engineering and
construction progress. Photographs shall also be included documenting the
construction progress. Each photograph shall show the date, Contractor's
name and description of the view taken.
(b) Reporting of Accidents. Contractor shall report in writing to
Owner (and, to the extent required by any Applicable Law or Applicable
Permit, the appropriate Government Authority) details of any accident that is
on or about the Job Site as soon as possible after its occurrence, but in any
event not later than forty-eight (48) hours after such accident occurs. In
the case of any fatality or serious injury or accident, Contractor shall, in
addition, notify Owner (and, to the extent required by any Applicable Law or
Applicable Permit, the appropriate Government Authority) immediately.
(c) Procedures Manual. No later than forty-five (45) days following
the date hereof, Contractor shall prepare and submit to Owner a Procedures
Manual that describes the administrative procedures to be used by Contractor
and Owner for interfacing during the performance of the Work. Contractor
shall either promptly make changes to the Procedures Manual suggested by
Owner or negotiate and resolve in good faith with Owner such changes. Upon
approval of the Procedures Manual by the Parties, the Parties shall comply
with the provisions thereof. The Procedures Manual may be changed from time
to time with the approval of the Parties.
(d) Health, Safety and Environmental Plan. No later than thirty (30)
days following the Financial Closing Date, Contractor shall prepare and
submit to Owner a Health, Safety and Environmental Plan that includes: (i)
health, first aid and emergency procedures; (ii) a Hazardous Material, waste
and industrial hazards management and disposal plan which details the
controlled usage and treatment of all Hazardous Material, toxic wastes,
industrial hazards, sanitary waste, solid waste and other waste brought onto,
used or produced at the Job Site or in relation to the Work and outlines a
management structure for carrying out the specific provisions of such plan;
(iii) an environmental protection and management plan, including, without
limitation, a sediment and erosion control plan; (iv) a revegetation plan and
(v) the description, location and drawings of construction facilities and
temporary works. The Health, Safety and Environmental Plan shall be
consistent with all Applicable Laws and Applicable Permits and shall be
submitted to Owner for review and approval. Contractor shall either promptly
make changes to the Health, Safety and Environmental Plan suggested by Owner
or negotiate and resolve in good faith with Owner such changes. Contractor
shall comply with the Health, Safety and Environmental Plan as mutually
agreed to by the Parties.
(e) Contractor Not Relieved of Duties or Responsibilities. Neither the
submission to or approval by Owner of progress and other reports, plans and
manuals, nor the provision of general descriptions shall relieve Contractor
of any of its duties or responsibilities under this Agreement.
Section 3.20. Drawings, Engineering Data and Other Materials.
(a) All Drawings, Final Plans, reports and other information (except
financial, accounting and payroll records) furnished to Contractor, or
prepared by it, its Subcontractors or others in connection with the
performance of the Work, whenever provided, shall be kept by Contractor in an
orderly and catalogued fashion for reference by Owner during the performance
by Contractor of the Work. Contractor shall maintain at the Property Site at
least one (1) copy of all Drawings, Final Plans, Change Orders and other
modifications in good order and marked to record all changes made during
performance of the Work, including, without limitation, all field deviations
from the construction drawings. At or prior to Final Acceptance, or the
earlier termination of this Agreement, Contractor shall transfer the Final
Plans to Owner and they shall become the sole property of Owner.
(b) Contractor shall furnish Owner with documents that correctly
reflect, with substantial completeness, the Plant or the portion of the Work
against which a Milestone Achievement Certificate is issued at the time the
Milestone Achievement Certificate is issued. Final Plans (in both hard copy
and magnetic media at no extra charge to Owner), if not furnished earlier,
shall be furnished to Owner upon Contractor's request for a Final Acceptance
Certificate or upon the earlier termination of this Agreement. Contractor
and any of its Subcontractors, as applicable, may, retain copies all such
documents for their records, subject to the confidentiality provisions of
this Agreement.
(c) Contractor will provide Owner, at least one hundred eighty (180)
days prior to the Guaranteed Commercial Operation Date, with at least two (2)
sets of generator manufacturer's capability curves, relay types, instrument
transformer types including curves, and proposed relay settings for review
and inspection.
(d) Within twenty-five (25) days after the Financial Closing Date,
Contractor shall furnish Owner with conceptual engineering drawings and the
specifications pertaining to the electric generators and step-up transformers
of the Plant, including demonstrations that (i) the requirements for reactive
supply facilities at the Plant will be met, and (ii) the Plant will meet the
guidelines and performance standards set forth in this Agreement and the
ERCOT Operating Guides, Exhibit S.
(e) Contractor shall submit all Drawings to Owner for review and
comment as provided in the Scope of Work. The Contractor shall revise such
Drawings from time to time, as required to reflect any changes or actual
installation of Equipment and the final installation of any individual
Equipment or system or the Plant as a whole corrected to provide Final Plans.
Section 3.21. Operating and Maintenance Manuals. Contractor shall
supply Owner with manuals and/or handbooks which provide, either in a single
manual or handbook or collectively, complete operating and maintenance
instructions (including inventories of spare parts and tools and parts lists
with ordering instructions) for each major piece of Equipment and system of
the Plant. Each such manual and handbook shall comply with the requirements
of the Scope of Work, including with respect to matters such as to quantity,
content and the time when such manuals are to be supplied to Owner, and shall
be substantially complete and delivered to Owner prior to Mechanical
Completion for Phase I in order to support training of personnel and start-up
and testing of the Plant.
Section 3.22. Training of O&M Personnel. During the construction of the
Plant, and at least ninety (90) days prior to the Commercial Operation Date
of Phase I, Contractor shall provide, at its own expense, a training program
in Plant operation and maintenance for Owner's Plant personnel and the O&M
Contractor's Plant personnel (collectively, "O&M Personnel"). The training
program provided by Contractor shall (a) include classroom and field
training, (b) include all manuals, drawings, and other educational materials
necessary or desirable for the adequate training of O&M Personnel, and (c)
establish quality controls so that O&M Personnel are suitably trained and
capable of operating and maintaining the Plant after Commercial Operation.
Representatives of manufacturers of Equipment shall be utilized to provide
specialized training for such Equipment where deemed necessary by the
Parties. Contractor shall make every reasonable effort to use the O&M
Personnel during Plant start-up and initial operation; however, neither Owner
nor O&M Contractor shall be obligated to supply personnel for the
construction of the Plant. Contractor shall have complete responsibility for
directing, coordinating, monitoring and supervising O&M Personnel during
Plant start-up and initial Plant operations. The cost of the O&M Personnel's
travel, lodging, food and other living expenses shall be borne by Owner.
Section 3.23. Accounting Information. During the term of this
Agreement and continuing for one (1) year after the Final Acceptance Date,
Contractor will provide Owner with any reasonably necessary assistance,
including all providing all documents, cost information and other
information that Owner believes necessary, in a form reasonably acceptable
to Owner, for Owner's federal, state or local tax filings, exemptions or
positions advocated by Owner, including, without limitation, sales, use and
property taxes; provided, however, that such access to cost information not
otherwise made available to Owner pursuant to the terms hereof shall be
disclosed to an independent auditor of Owner's choice that agrees to keep
secret from Owner, Contractor's cost and other competitively sensitive
information.
Section 3.24. Contractor Taxes. Contractor shall pay and administer
all federal, state and local taxes and duties incurred or payable in
connection with the Work, including, without limitation, taxes based on or
related to Contractor's or its Subcontractors' or Vendors' Labor or income,
except for Owner Taxes (collectively, "Contractor Taxes"); provided, however,
that if Contractor is responsible for payment of Owner Taxes under Applicable
Law, unless otherwise instructed by Owner or Owner is contesting such taxes,
Contractor shall pay such taxes and Owner shall reimburse Contractor therefor
upon submission of evidence of payment. Contractor shall promptly provide
Owner with reports or other evidence reasonably acceptable to Owner showing
the payment of Contractor Taxes by Contractor. Contractor shall cooperate
with Owner to endeavor to minimize any Owner Taxes. Contractor shall make
available to Owner and claim all applicable sales and/or use or excise tax
exemptions, credits or deductions relating to the Plant and the Equipment
available to itself or Owner, including any sale-for-resale exemption under
Texas law. To the extent Contractor is required by Applicable Law, to collect
sales tax from Owner, Contractor shall either collect sales tax from Owner on
all materials physically incorporated in the Plant that are not subject to
exemption or Owner shall provide Contractor with a direct pay certificate
issued to Owner by the State of Texas. In the event that an assessment for
sales and/or use or excise taxes are levied against Contractor, any
Subcontractor or Vendor, Contractor shall promptly notify Owner and furnish
to Owner a copy of such assessment. In the event that Owner determines that
the assessment should be contested and so notifies Contractor in writing,
Owner may, at Owner's sole cost and expense, file such documents as are
necessary to contest such assessment. Owner shall exclusively control any
contest, assessment or other action regarding any such taxes or assessments,
or any penalties or interest in respect thereof. Contractor shall cooperate
with and assist Owner, at Owner's expense, in any contest or proceeding
relating to taxes payable by Owner hereunder.
Section 3.25. Claims and Liens for Labor and Materials. Contractor
shall, at Contractor's sole expense, discharge and cause to be released,
whether by payment or posting of an appropriate surety bond in accordance
with Applicable Law, within ten (10) days after receipt of a written demand
from Owner, any Lien in respect to the Plant, this Agreement, the Equipment,
the Job Site or any fixtures or personal property included in the Work
(whether or not any such Lien is valid or enforceable) created by, through or
under, or as a result of any act or omission (or alleged act or omission) of,
Contractor or any Subcontractor, Vendor or other Person providing labor or
materials within the scope of Contractor's Work. Notwithstanding the
foregoing provision, as long as Owner, in its sole discretion, determines
that the Job Site and the improvements thereon will not be subject to any
liability, penalty or forfeiture, upon the written request of Contractor,
Owner may permit Contractor to contest the validity, enforceability or
applicability of any such Lien, in which event Owner shall provide such
cooperation as Contractor may reasonably request in connection therewith.
Section 3.26. Spare Parts Availability.
(a) Start-up Spare Parts. Contractor shall obtain all spare parts
required for Plant start-up and testing prior to Final Acceptance. All spare
parts not used during Plant start-up and testing shall become the property of
Owner.
(b) Operating Spare Parts. Contractor agrees to use all commercially
reasonable efforts to obtain from each Major Manufacturer an assignable
guaranty that such Major Manufacturer will have available for purchase by
Owner for a period of five (5) years after the Phase II Commercial Operation
Date all spare parts for the Major Equipment supplied by such Major
Manufacturer required to keep the Plant in good operating condition, it being
understood that some of such parts are not "shelf items" and will have to be
manufactured by the Major Manufacturer after it receives an order for them.
In addition, Contractor agrees to use all commercially reasonable efforts to
make spare parts (other than spare parts for the Major Equipment) available
for purchase by Owner for a period of five (5) years after the Phase II
Commercial Operation Date to the extent that Contractor is able to obtain
them from the manufacturer who supplied them for the Plant as originally
built. If Contractor is unable to obtain such spare parts from such
manufacturer, it further agrees to use all commercially reasonable efforts to
find another source that can supply them. Contractor agrees to use all
commercially reasonable efforts to obtain a firm price for such spare parts
acceptable to Owner for a period of one (1) year after the Phase II
Commercial Operation Date. At least one hundred eighty (180) days prior to
the Phase I Commercial Operation Date, Contractor shall provide Owner with
each manufacturer's recommended spare parts list for the Equipment.
Section 3.27. Contractor's Obligation to Notify. Contractor shall keep
Owner advised as to the status of the Equipment and Work and shall promptly
inform Owner upon the occurrence of any of the following: (i) any occurrence
or event that may be expected to impact the schedule for delivery and/or
installation of Equipment; (ii) any technical problem not anticipated at the
start of the Work or of significant magnitude that may impact the Plant, a
Phase or any component thereof or the Project Schedule; (iii) any Defect; and
(iv) any material changes to previously submitted information. The Owner
shall have the right to verify the information provided by Contractor. In
connection therewith, Contractor shall identify those items provided to Owner
that would enable Owner to verify such information in an expedient manner.
Section 3.28 Switchyard Facilities. Neither Contractor nor its
Subcontractors shall interfere or tamper with high voltage equipment or
apparatus within the Switchyard Facilities, nor use the area for storage,
laydown or other construction purposes after the area has been cleared and
graded in accordance with the Scope of Work (Exhibit A). At least 420 days
prior to Phase I Commercial Operation, Contractor shall complete all
clearing, grading, and other work on the Switchyard Facilities described in
the Scope of Work (Exhibit A).
Section 3.29. Construction Utilities. Contractor shall be responsible
for the cost, supply and availability of electric power and distribution
requirements for the performance of the Work at the Job Site. The Parties
agree that the Contractor may utilize the diesel generators at the Plant to
start-up the generators. Contractor shall provide its own telephone,
facsimile, radio, telex and other communication facilities at the Job Site as
necessary for the performance of the Work. In addition, Contractor shall
provide its own temporary lighting, water and sewer facilities at the Job
Site.
Section 3.30. Lines and Grades. Contractor shall provide for the
proper laying out of the construction Work, for making measurements and for
establishing temporary or permanent reference marks in connection with the
construction Work and Plant. Owner may at its sole discretion and cost,
check the reference marks, lines, grades and measurements so established.
Contractor shall carefully preserve all monuments, bench marks and reference
points. In case of its destruction thereof, Contractor will be responsible
for all damages, costs and expenses related to their replacement and for any
mistake or loss of time that may result therefrom. Permanent monuments or
bench marks which must be removed or disturbed shall be protected until they
can be properly referenced for relocation. Contractor shall furnish
materials and assistance or the proper replacement of such monuments or bench
marks.
Section 3.31. Temporary Structures. Temporary structures for
offices, quarters, storage and other uses for Contractor, its Subcontractors
and Vendors and Owner shall be constructed only in locations as mutually
approved by the Parties. Contractor shall erect temporary walls, bulkheads
or fences where required to isolate the construction area from adjacent
property in order to increase safety and security and to minimize noise, dust
and dirt from contaminating the property surrounding the Job Site.
Section 3.32. Weatherproof Coverings. Contractor shall provide
adequate and sufficient weatherproof and flame resistant coverings for
outdoor storage at the Job Site. The cover or sheeting shall be tied down to
prevent moisture from damaging the Equipment.
Section 3.33. Assumption of Risk for Surface and Subsurface Conditions.
Contractor acknowledges receipt of the data obtained by Owner through a soil
boring and subsurface investigation conducted on the Property Site, which is
attached hereto as Exhibit T. Owner makes no representation and warranty
regarding such data, including, without limitation, representations and
warranties regarding accuracy or completeness. Except as set forth in
Section 3.16(a)(v), Contractor assumes the risk of all surface and subsurface
conditions at the Job Site.
Section 3.34. Emergencies. In the event of any emergency that
endangers or could endanger life or property, Contractor shall take such
action as may be reasonable and necessary to prevent, avoid or mitigate
injury, damage or loss and shall, as soon as possible, report any such
incidents, including Contractor's response and actions with respect thereto,
to Owner.
Section 3.35. Contractor's Representative. Contractor shall appoint
one individual, with the prior written consent of Owner, which shall not be
unreasonably withheld, who shall be authorized to act on behalf of Contractor
and with whom Owner may consult at all reasonable times, and whose
instruction, request and decisions in writing will be binding upon
Contractor. Contractor shall not remove or replace such representative
without Owner's prior written consent.
Section 3.36. Turbine Vendor Purchase Agreement. Owner will enter into
an Agreement with the Turbine Vendor as stated in the Scope of Work, (the
"Turbine Vendor Purchase Agreement") pursuant to which Owner will agree to
purchase four (4) PG7241 gas turbine units and two (2) TC2F30 Nominal 170 MW
Steam turbine generator units. Contractor is participating in the
negotiation of the Turbine Vendor Purchase Agreement and will approve the
Turbine Vendor Purchase Agreement prior to its execution. On the Financial
Closing Date, Contractor shall execute an assignment and assumption agreement
in substantially the form attached to the Turbine Vendor Purchase Agreement
(the "Turbine Vendor Assignment and Assumption Agreement"), which provides
that (a) Owner assigns the Turbine Vendor Purchase Agreement and all rights,
benefits and entitlements thereunder and assigns and delegates all duties,
liabilities and obligations thereunder to Contractor, (b) Contractor assumes
and accepts the Turbine Vendor Purchase Agreement and all rights, benefits,
entitlements, duties, liabilities and obligations under the Turbine Vendor
Purchase Agreement, (c) the Turbine Vendor consents to such assignment and
assumption of the Turbine Vendor Purchase Agreement, and (d) the Turbine
Vendor and Contractor release Owner from all obligations and liabilities
under the Turbine Vendor Purchase Agreement. Contractor agrees to use all
reasonable efforts to have the Turbine Vendor execute the Turbine Vendor
Assignment and Assumption Agreement. Contractor agrees to consent to such
changes to the Turbine Vendor Assignment and Assumption Agreement as
reasonably requested by the Financing Parties. Contractor agrees to promptly
and duly perform all of its obligations under the Turbine Vendor Purchase
Agreement (whether as the engineer prior to assignment to Contractor or as
the purchaser after assignment to the Contractor), including making all
payments (less all payments made to Turbine Vendor before the Financial
Closing Date as defined in Exhibit J) to the Turbine Vendor thereunder when
and as due after assignment to Contractor.
Section 3.37. Wastewater, Raw Water, Sewage and Potable Water Line
Sizing. Within thirty (30) days after the date hereof, as necessary for
operation of the Plant in accordance with the design criteria set forth in
the Scope of Work, the Contractor shall provide line sizing and capacity data
for; (i) a pipeline sufficient to meet daily capacity requirements for
transport of raw water to the Property Site, (ii) a pipeline sufficient to
meet hourly capacity requirements for transport of potable water to the
Property Site, (iii) a pipeline sufficient to meet daily capacity
requirements for transport of sewage off the Property Site, and (iv) a
pipeline sufficient to meet daily capacity requirements for transport of
wastewater off the Property Site.
ARTICLE IV
CERTAIN OBLIGATIONS OF OWNER
Section 4.01. Permits. Owner shall timely obtain and maintain, at
its own expense, all Owner Permits, which are attached hereto as Exhibit M.
Prior to commencement of construction at the Job Site, Owner shall deliver
to Contractor evidence that Owner Permits necessary to begin construction
of the Plant have been received by Owner or, if any such required Owner
Permit has not actually been issued, that it has been approved for
issuance, or in the opinion of Owner, will be approved for issuance.
Section 4.02. Gas, Electric and Wastewater Facilities.
(a) Owner shall furnish or cause to be furnished at the Property Site
at the location designated by Owner the natural gas interconnection flange,
at least one hundred ninety-five (195) days prior to the Phase I Guaranteed
Commercial Operation Date. Contractor shall be responsible for all other
Work on the natural gas interconnection flange on the Property Site.
(b) Owner shall furnish or cause to be furnished the Owner
Interconnection Facilities and a portion of the Switchyard Facilities
sufficient for the purpose of Equipment check-out and operation of Phase I
at least 120 days prior to the Phase I Guaranteed Commercial Operation
Date.
(c) Owner shall furnish or cause to be furnished at the Property Site
at the locations designated in the Scope of Work, at least 250 days prior to
the Phase I Guaranteed Commercial Operation Date, (i) a pipeline sufficient
to transport wastewater from the Property Site up to the daily capacity
designated by Contractor; and (ii) a pipeline sufficient to transport raw
water to the Property Site up to the daily capacity designated by Contractor.
Section 4.03. Fuel Supply.
(a) At least 195 days prior to Phase I Commercial Operation and
including the first Guaranteed Performance Test conducted in accordance with
Article X, Owner shall supply at its expense all natural gas at the Job Site
needed by Contractor in connection with the installation, adjustment and
testing of the Plant. For each subsequent Guaranteed Performance Test
conducted in accordance with Article X, Owner shall supply, at Contractor's
expense, all natural gas needed by Contractor in connection with the
installation, adjustment and testing of the Plant. In the event Owner sells
test energy generated by gas supplied by Owner at Contractor's expense, Owner
will offset the cost of such gas with associated net proceed received from
such test energy. All gas supplied by Owner hereunder shall comply in all
material respects with the fuel specifications set forth in the Scope of Work.
(b) At least 160 days prior to Phase I Commercial Operation, Owner
shall supply at its expense all diesel fuel at the Job Site needed by
Contractor in connection with the start-up and testing of the Plant; provided
that such fuel is being used solely by Contractor for the starting of the
combustion turbine generators. In the event that Contractor desires to use
the diesel generators for a different purpose, the fuel required thereby
shall be provided by Contractor at its own cost. All diesel fuel supplied by
Owner hereunder shall comply in all material respects with the fuel
specifications set forth in the Scope of Work.
Section 4.04. Raw Water Supply and Wastewater Disposal. At least two
hundred fifty (250) days prior to Phase I Commercial Operation and through
Final Acceptance, Owner shall supply at its expense all raw water and potable
water at the Property Site and shall dispose of all wastewater which is in
conformance with City wastewater requirements from the Property Site as
needed by Contractor in connection with the installation, adjustment and
testing of the Plant. Wastewater not in compliance will be the
responsibility of the Contractor.
Section 4.05. Access to Property Site. From the earlier of the Notice
to Proceed or the Financial Closing Date until the earlier of the termination
of this Agreement or the Final Acceptance Date, Owner shall permit the
employees and agents of Contractor and its Subcontractors and Vendors to have
uninterrupted access to the portions of the Property Site constituting the
Job Site, subject only to such restrictions as may be reasonably imposed by
Owner in order to assure that only authorized persons enter the Property
Site. Thereafter, upon reasonable notice and during reasonable times, and
subject to such restrictions as may be reasonably imposed by Owner in order
to assure that only authorized persons enter the Property Site, Owner shall
permit the employees and agents of Contractor and its Subcontractors and
Vendors to have access to the Property Site as necessary to repair or replace
Defects or other Work that is not in compliance with this Agreement. As used
above, the references to access contemplate that not only will the
individuals referred to be able to enter upon and leave the Property Site but
that they also will be able to bring onto and remove from the Property Site
any and all kinds of personal property required for performance of the Work.
Section 4.06. Right of Ways. Owner shall obtain at its own expense any
easements and rights of way over the property of others as required, in order
that the personnel and construction equipment of Contractor and its
Subcontractors and Vendors have ingress to and egress from the Property Site,
except for any transportation rights of way, permits or easements. In
addition, Owner shall provide reasonable assistance to Contractor, upon its
request, in connection with Contractor's procurement of any easements and
rights of way over the property of others that are necessary for the
personnel and construction equipment of Contractor and its Subcontractors and
Vendors to have ingress to and egress from portions of the Job Site other
than the Property Site, except for any transportation rights of way, permits
or easements.
Section 4.07. Survey of Property Site. On or before 30 days after
execution of this Agreement, Owner shall deliver to Contractor a complete
and correct survey of the Property Site showing, among other things, the
location of all easements and rights of way on the Property Site, the
location of all means of ingress to and egress from the Property Site which
will be available to Contractor and the area constituting wetlands on the
Property Site which will not be part of the Job Site.
Section 4.08. Notice of Financial Closing. Owner shall give Contractor
prompt written notice of the scheduled and actual date of Financial Closing.
Section 4.09. Owner Taxes. Owner shall pay all real property taxes
assessed against the Property Site and any permanent use charges or
assessments such as water or sewer (but excluding charges and taxes for
construction utilities and fuel to be supplied by Contractor as required
hereunder, which shall be Contractor's responsibility), and Owner shall be
responsible for the payment of, or reimbursement to Contractor of, state or
local sales and/or use or excise taxes in connection with the purchase of any
equipment (including rentals, leases and consumables), except for such taxes
Owner contests in good faith (collectively, "Owner Taxes"). In the event
that Owner is required to pay additional state or local taxes because
Contractor failed to follow written instructions of Owner appropriately,
Contractor shall be responsible for the cost of such additional taxes.
Section 4.10. Owner's Cooperation. Owner shall cooperate in all
material respects to permit Contractor to perform its obligations hereunder
and shall make reasonable efforts to supply to Contractor, in a timely
manner, either directly or indirectly, material information and data that is
available to Owner and that is required for the performance of the Work.
Section 4.11. Owner's Representative. Owner shall designate in writing
one or more representatives at the Property Site (at least one of whom shall
be at the site during normal business hours) who shall have authority to
administer this Agreement on behalf of Owner, approve Contractor's
submissions hereunder and inspect the Work, as reasonably necessary for
Contractor's performance of the Work. Notwithstanding the foregoing,
Owner's Representative shall not have authority to approve Change Orders.
Section 4.12. Turbine Vendor Purchase Agreement. On the Financial
Closing Date, Owner shall execute the Turbine Vendor Assignment and
Assumption Agreement and shall use all reasonable efforts to have the Turbine
Vendor execute the Turbine Vendor Assignment and Assumption Agreement.
Contractor agrees to consent to such changes to the Turbine Vendor Assignment
and Assumption Agreement as reasonably requested by the Financing Parties.
Prior to assignment of the Turbine Vendor Purchase Agreement to Contractor,
(a) Owner agrees to make all payments to the Turbine Vendor thereunder when
and as due, and (b) Owner shall not amend or otherwise modify the Turbine
Vendor Purchase Agreement without the prior written consent of Contractor.
Section 4.13. Operation and Maintenance. Owner shall timely provide
operators having reasonable experience and qualifications for training and
for the operation of the Plant to support start-up and testing of the Plant
and to participate in the training of O&M Personnel by Contractor. From and
after the Commercial Operation Date for each Phase, Owner shall provide, or
cause to be provided, operation and maintenance of such Phase.
ARTICLE V
PROJECT SCHEDULE
Section 5.01. Commencement of Work. After the date hereof, Contractor
will commence performance of the Work so as to ensure completion of the Work
in accordance with the terms hereof. The Parties agree that any and all Work
performed prior to the Financial Closing Date (the "Prefunding Work"), except
to the extent required pursuant to a Notice to Proceed as set forth below and
except to the extent Contractor is entitled to reimbursement pursuant to
Section 7.02, shall be solely at Contractor's expense and risk, without right
of payment until the earlier of December 20, 1998, or Financial Closing. If
Financial Closing occurs by December 20, 1998, Contractor shall be entitled
to reimbursement pursuant to Section 7.02 and shall also be entitled to
recover demonstrated internal costs expended prior to that date. If
Financial Closing has not occurred by December 20, 1998, Owner shall have the
right to require Contractor to continue performing all or a portion of the
work prior to Financial Closing by giving Contractor a Notice to Proceed. In
such an event, Contractor shall be entitled to recovery of 50% of all
demonstrated Contractor Internal Costs expended prior to that date and 100%
of all such costs expended after December 20, 1998 (such amounts to be
invoiced and paid on a monthly basis). If Financial Closing occurs, all
payments hereunder shall be credited to the original Separated Contract Price
as listed in Exhibit J and no additional compensation or Change Orders shall
be warranted. In the event Financial Closing does not occur by July 1, 1999,
Contractor may suspend its services or the Parties may otherwise continue as
mutually agreed. Without limiting Contractor's obligations regarding the pre-
funding work, whether or not Owner has given Contractor a Notice to Proceed,
Contractor shall commence full performance of the work no later than the
Financial Closing date.
Section 5.02. Project Schedule.
(a) Contractor shall perform the Work in compliance with the Project
Schedule, including completing the Work required by the Guaranteed Commercial
Operation Dates and the Final Acceptance Date. Contractor hereby covenants
and warrants to Owner that in undertaking to complete the Work in accordance
with the terms hereof, Contractor has taken into consideration and made
reasonable allowances for hindrances and delays incident to such Work.
Contractor shall provide the reports as required herein, and provide any
further information required by Owner as Owner, the Financing Parties or the
Facilities Engineer may reasonably request to verify actual progress and
forecast future progress of the Work. Contractor shall promptly notify Owner
in writing of any occurrence that Contractor has reason to believe will
adversely affect the completion of the Work by the Guaranteed Commercial
Operation Dates or materially adversely affect completion of the Work in
accordance with the Project Schedule. Contractor will specify in said notice
the corrective action planned by Contractor with respect thereto.
(b) Without limiting the obligations of Contractor under Section
5.02(a), Contractor shall provide together with its monthly status reports
required hereunder any revisions to the Project Schedule that provide for the
orderly, practicable and expeditious completion of the Work in accordance
with the requirements of this Agreement. Each revised Project Schedule shall
be presented in such reasonable detail as Owner and the Facilities Engineer
may require and shall address all material elements of the Work. Contractor
shall consult with Owner in connection with each revision to the Project
Schedule provided under this paragraph. Notwithstanding anything contained
herein to the contrary, in the absence of a Change Order, no revision to the
Project Schedule shall in any way amend, alter or otherwise change the
Guaranteed Commercial Operation Date.
(c) When the Contractor becomes aware that Critical Milestone Number
1, 2, or 3 (Exhibit C) will not be achieved by the date required, Contractor
shall provide to Owner a written recovery plan that will demonstrate
achievement of the Milestone at the earliest possible date to minimize delay
of the Project Schedule.
(d) Upon the failure of Contractor to achieve Mechanical Completion of
Phase I by April 1, 2000, as that date may be extended pursuant to Article
VI, Contractor shall, within three days thereafter, submit a recovery plan,
which shall reasonably demonstrate the steps Contractor will take to achieve
Mechanical Completion of Phase I at the earliest date and Phase I Commercial
Operation by December 1, 2000. In addition, the Parties will mutually agree
upon and hire an Independent Engineer who will evaluate Contractor's recovery
plan and the completion status of Phase I. Costs of the Independent Engineer
shall be borne by Contractor. The Independent Engineer shall render a
written opinion within thirty (30) days as to the adequacy of Contractor's
recovery plan and whether or not Contractor will be able to achieve Phase I
Commercial Operation by December 1, 2000. If the Independent Engineer
confirms the Contractor's recovery plan, Contractor shall not be in default
of this Agreement and shall continue working to prosecute the work. If the
Independent Engineer does not, in its reasonable professional opinion,
believe that Contractor will be able to achieve Phase I Commercial Operation
by December 1, 2000, then, and in that event, Contractor shall have a period
of no more than thirty (30) days thereafter to demonstrate to the Independent
Engineer the efficacy of Contractor's recovery plan. To the extent
Contractor is unsuccessful in demonstrating the efficacy of Contractor's
recovery plan to achieve Phase I Commercial Operation by December 1, 2000 (as
that date may have been extended pursuant to Article VI), Contractor shall be
in default of this Agreement and Owner shall have the right, but not
obligation, to terminate Contractor's services pursuant to Article XV.
If Contractor does not achieve Phase I Commercial Operation by the Phase I
Guaranteed Commercial Operation Date, Contractor shall pay Schedule
Liquidated Damages as provided in Section 11.02. In that event, an
Independent Engineer shall employ the procedures set out in the previous
paragraph; provided however, in that instance the Independent Engineer shall
render an opinion within fifteen (15) days as to the adequacy of Contractor's
Recovery Plan, and in the event the Independent Engineer does not believe
that the Contractor will be able to achieve Phase I Commercial Operation by
December 1, 2000, then, in that event, Contractor shall have a period of
fifteen (15) days thereafter to demonstrate to the Independent Engineer the
efficacy of Contractor's Recovery Plan.
(e) In no event will the Contractor's failure to complete one or more
Milestones by the date required for such Milestone change, delay or otherwise
affect the required completion date for any other Milestone. Nothing
contained in this Article V shall relieve Contractor from its obligation to
pay Schedule Liquidated Damages in the event that Commercial Operation for
each Phase is not achieved by the applicable Guaranteed Commercial Operation
Date.
Section 5.03. Certain Prefunding Work. Without limiting the provisions
of Sections 5.01 and 5.02, the following provisions shall apply to certain
Prefunding Work:
(a) Contractor agrees to perform design and engineering services from
the date hereof so that completion of the Work will occur in accordance with
the Project Schedule, the Guaranteed Commercial Operation Dates and the other
terms hereof. The Parties agree that in the event this Agreement is
terminated prior to the earlier of Financial Closing or December 20, 1998,
for any reason, Contractor shall not be compensated or reimbursed for any of
the design and engineering services performed hereunder, including, without
limitation, any Contractor Internal Costs incurred or accrued by Contractor
in connection therewith.
(b) Subject to the terms of Section 2.03 and this paragraph (b),
commencing on the date hereof, Contractor shall enter into purchase orders
and agreements with Subcontractors and Vendors for Equipment so that
completion of the Work will occur in accordance with the Project Schedule,
the Guaranteed Commercial Operation Dates and the other terms hereof. In
order to minimize any costs associated with cancellation of such purchase
orders and agreements for Equipment between Contractor and its
Subcontractors and Vendors entered into prior to the Financial Closing Date
(the "Prefunding Purchase Orders"), Contractor shall use all reasonable
efforts to have included therein "no harm/no foul" provisions. As used
herein, "no harm/no foul" provisions mean that the Subcontractor or Vendor
shall use all reasonable efforts to sell the Equipment subject to the
purchase order or agreement to another purchaser at a commercially
reasonable price, and the proceeds thereof shall be used to offset any
amounts owing to such Subcontractor or Vendor upon the cancellation of such
purchase order or agreement. Contractor shall not enter into any Prefunding
Purchase Orders without the prior review and written approval of Owner
(including, without limitation, approval of any cancellation provisions
associated therewith), which approval shall be reasonably given under the
circumstances in order to permit Contractor to maintain the Project Schedule.
In the event that this Agreement is terminated prior to the Financial
Closing, the Parties agree that Contractor shall be entitled to reimbursement
for Total Prefunding Costs incurred pursuant to the terms of Section 7.02.
ARTICLE VI
CHANGE ORDERS
Section 6.01. Change Order at Owner's Request.
(a) Owner may at any time, by written notice to Contractor, request an
addition to or deletion from or other changes in the Work (together with any
necessary or requested amendments to this Agreement with respect thereto)
(hereinafter "Change" or "Changes"). Contractor shall reasonably review and
consider such requested Change and shall make a written response thereto
within fourteen (14) days after receiving such request. If Contractor
believes that giving effect to any Change requested by Owner will increase or
decrease its cost of performing the Work, shorten or lengthen the time needed
for completion of the Work, require modification of its warranties in Article
XII or require a modification of any other provisions of this Agreement, its
response to the Change request shall set forth such changes (including any
amendments to this Agreement) that Contractor deems necessary as a result of
the requested Change and its justification therefor. In the event that
Contractor fails to respond to Owner's request for a Change or notify Owner
of any changes as to cost, schedule, warranty obligations or other provisions
hereof resulting from the requested Change within fourteen (14) days after
receiving Owner's request for such Change, Contractor shall be deemed to have
accepted the requested Change as specified by Owner (including any amendments
hereto specified therein, if any) unconditionally and without additional
consideration or other amendments hereto (except as specified by Owner in its
request), in which event such requested Change shall be deemed to be a Change
Order and Contractor shall have waived any claims or offsets against Owner as
a result of the Change Order; provided that if such changes as to cost,
schedule, warranty obligations or other provisions hereof cannot be
determined within the specified fourteen (14) day period, and Contractor
submits a notice to Owner within such fourteen (14) day period that the
requested Changes will have an effect on costs, schedule, warranty
obligations or other provisions hereof and provides the expected date (which
shall be as soon as reasonably practicable) for its response with respect
thereto, the requested Change shall not become a Change Order so long as
Contractor provides such information as to the effect on costs, schedule,
warranty obligations and other provisions hereof by the date specified by
Contractor. If Contractor accepts the Changes requested by Owner (together
with any amendments to this Agreement specified therein), or if the Parties
agree upon a modification of such requested Changes, the Parties shall set
forth the agreed upon Change in the Work and agreed upon amendments to this
Agreement, if any, in a written change order signed by all Parties (a "Change
Order").
(b) Owner may at any time, by written notice to Contractor, propose
Changes in the Work or the Project Schedule due to a Force Majeure Event or
an Owner Caused Delay. If there is a material impact on Work or the
Project Schedule as a result of such Force Majeure Event or an Owner Caused
Delay, then the Parties agree to bargain reasonably and in good-faith for the
execution of a mutually acceptable Change Order, except as provided in
Section 14.03, Contractor will be limited to extensions of the Project
Schedule only for Force Majeure Events.
Section 6.02. Change Orders Requested by Contractor.
(a) It is the intent of the Owner and Contractor that the Scope of Work
attached hereto as Exhibit "A" includes all items necessary for the proper
execution and completion of the Work. Work not described in the Scope of
Work attached hereto as Exhibit "A" will not be required without a Change
Order unless that work is consistent with and reasonably inferable from the
Scope of Work, so that a design-build contractor of Contractor's experience
and expertise should have anticipated that the work would have been required.
(b) Subject to paragraphs (b) and (c) below, Contractor may at any
time, by written notice to Owner, request a Change in the Work (together with
any necessary or requested amendments to this Agreement). If Contractor
believes that such requested Change will increase or decrease its cost of
performing the Work, lengthen or shorten the time needed for completion of
the Work, require modification of its warranties in Article XII or require a
modification of any other provisions of this Agreement, it shall notify Owner
of such, setting forth its justification for and effect of such changes,
within ten (10) days after making a request for a Change. In the event that
Contractor does not provide a written notice to Owner specifying the effect
of such requested Changes as to cost, schedule, warranty obligations or other
provisions hereof within ten (10) days after giving written notice of a
requested Change, and if Owner approves of the requested Change, then such
requested Change shall be deemed to be a Change Order as specified by
Contractor in its initial request (including any amendments hereto specified
therein, if any) unconditionally and without additional consideration or
other amendments hereto (except as specified by Contractor in its initial
request), and Contractor shall have waived any claims or offsets against
Owner as a result of such Change Order. If Owner accepts the Changes
requested by Contractor (together with amendments to this Agreement specified
therein, if any), or if the Parties agree upon a modification of such
requested Changes, the Parties shall set forth the agreed upon Change in the
Work and agreed upon amendments to this Agreement, if any, in a written
Change Order signed by all Parties.
(c) Contractor may at any time, by written notice to Owner, propose
Changes in the Work or the Critical Milestones (i) due to a Force Majeure
Event, provided that such Force Majeure Event has an impact that will
actually, demonstrably, adversely and materially affect Contractor's
ability to complete one or more Milestones by the required dates, (ii) due to
an Owner Caused Delay, provided that such Owner Caused Delay has a
demonstrable material cost increase to Contractor and/or schedule impact that
will actually, demonstrably, adversely and materially affect Contractor's
ability to complete one or more Milestones by the required dates or (iii) due
to a Change In Law, provided that such Change In Law prevents Contractor from
performing all or a portion of the Work, has a demonstrable material cost
increase to Contractor and/or has a schedule impact that will actually,
demonstrably, adversely and materially affect Contractor's ability to
complete one or more Milestones by the required dates. Unless the foregoing
conditions are met, Contractor may not request a Change in the Work or
Critical Milestones due to a Force Majeure Event, Owner Caused Delay or
Change In Law. If Owner agrees that Contractor has met all of the applicable
condition precedents for a requested Change, then the Parties agree to
bargain reasonably and in good faith for the execution of a mutually
acceptable Change Order. If in such event the Parties are unable to agree on
a mutually acceptable Change Order, then the dispute shall be resolved in
accordance with Article XVII, except as otherwise provided in Section 6.03,
and except as provided in Section 14.03, Contractor will be limited to
extensions of the Project Schedule only for Force Majeure Events.
(d) If Contractor knows of circumstances or events that do or may
require a Change in the Work or Project Schedule, and Contractor does not
provide written notification to Owner of such within ten (10) days after the
date Contractor knows of such circumstances or events, then Contractor shall
not have any right to request or require any additional consideration or
other changes as to cost, schedule, warranty obligations or other provisions
hereof, and Contractor shall have waived any claims or offsets against Owner,
with respect to any Change Order or any necessary Change in the Work or
Project Schedule arising out of such circumstances or events.
(e) The cost of Change Orders shall be determined as provided in the
attached Exhibit K.
Section 6.03. Changes to Separated Contract Price; Disputes. A Change
Order initiated by either Party may have the effect of either increasing or
decreasing the Separated Contract Price. Any Contractor response to a Change
Order under Section 6.01 and any Contractor request for Changes under Section
6.02, shall be accompanied by a proposed all-inclusive final lump sum cost
(separating materials and labor) to Owner. In the event that the Parties are
unable to reach an agreement on an all inclusive final lump sum cost to Owner
as a result of a requested Change, then Contractor agrees to perform the
requested Change using the Contractor's Rate Schedule pending resolution of
the dispute pursuant to Article XVII. In addition, in the event that Owner
and Contractor are unable to reach agreement on a Change Order for a Change
requested by either Owner or Contractor, at the direction of the Owner
(and only at the direction of Owner), Owner's proposed Changes shall become
effective as a Change Order and Contractor shall continue to perform the Work
in accordance with such Change Order and the proposed Changes shall be
performed per Contractor's Rate Schedule pending resolution of the dispute
pursuant to Article XVII.
Section 6.04. Information Requests. Owner may request that
Contractor provide written information (prior to the issuance of a request
for Changes) regarding the effect of a contemplated Change on pricing,
scheduling, warranty obligations or on other terms of the Agreement. The
purpose of such a request will be to determine whether or not a Change
will be requested. Contractor shall provide the requested information
within fourteen (14) days after the receipt of said request. Contractor
will be allowed to reasonably delay its response to such request to the
extent that fulfilling such request would significantly delay progress on
the Work, unless Owner agrees to extend the required completion date for
the affected Milestone. Such an information request is not a Change Order
and does not authorize Contractor to commence performance of the
contemplated change in Scope of Work.
ARTICLE VII
SEPARATED CONTRACT PRICE; PAYMENTS TO CONTRACTOR
Section 7.01. Separated Contract Price. Owner shall pay Contractor the
Separated Contract Price, which will separately state the cost for materials
and labor, as full payment for all Work to be performed by Contractor under
this Agreement. The following amounts that may be payable to Contractor
pursuant to the terms hereof are in addition to the Separated Contract Price:
(i) any Early Completion Bonus and/or Performance Bonus; (ii) interest
payable on delayed payments by Owner hereunder; (iii) sales tax
reimbursement, if any, pursuant to Section 3.24; and (iv) internal costs
payable to Contractor pursuant to Section 5.01. Except as expressly provided
in herein, payments of the Separated Contract Price shall be made based on
completion of Milestones in accordance with the Milestone Payment Table
("Milestone Payments"), subject to the terms and conditions hereof.
Section 7.02. Prefunding Costs.
(a) Prior to the tenth (10th) day of each month prior to the Financial
Closing Date, Contractor shall submit a statement to Owner that contains the
following information: (i) all Contractor Internal Costs incurred the
previous month, (ii) all Prefunding Third Party Costs incurred or accrued
during the previous month and to date, and (iii) all cancellation costs under
Prefunding Purchase Orders accrued or for which Contractor became
contingently liable for during the previous month and to date. Such
statements shall include separate line items for material and labor costs, if
any. In addition, Contractor shall submit to Owner appropriate and
reasonable documentation to evidence and support the amounts set forth in
each statement. Upon request by Owner, Contractor shall promptly provide
additional supporting documentation as reasonably necessary to support
Contractor's statement. Amounts indicated in such statements shall be due
and payable in accordance with the terms of this Section 7.02.
(b) In the event that this Agreement is terminated prior to Financial
Closing, Contractor shall promptly submit a statement to Owner that contains
the following information: (i) all Prefunding Third Party Costs incurred
since the end of the previous month through the termination date, (ii) all
Prefunding Cancellation Costs actually incurred by Contractor, and (iii)
Contractor's Internal Costs that are due pursuant to Section 5.01. Such
statements shall include separate line items for labor costs and materials
costs. Contractor shall submit to Owner appropriate and reasonable
documentation to evidence and support the amounts set forth in such invoice.
Upon request by Owner, Contractor shall promptly provide additional
supporting documentation as reasonably necessary to support Contractor's
invoice. Within thirty (30) days after receipt of such statement, provided
that Contractor has delivered all Lien waivers requested by Owner in
accordance with Section 7.06(c), Owner shall reimburse Contractor for the
Total Prefunding Costs actually incurred that remain after the deducting
amounts that Owner disputes as not being due and owing. After December 20th,
assuming the Contractor has received a Notice to Proceed as provided herein,
Contractor shall be paid on a monthly basis for all third party costs
incurred even if Financial Closing does not ultimately occur.
Section 7.03. Financial Closing Payment. At least three (3) Business
Days prior to the Financial Closing Date, Contractor may submit to Owner a
Request For Payment reflecting (a) all Pre-funding Third Party Costs actually
incurred; (b) each Milestone completed prior to Financial Closing; and (c)
all internal costs incurred prior to December 20, 1998 less amounts paid, if
any, and all unpaid internal costs incurred after December 20, 1998 and prior
to Financial Closing if, in any event, Contractor received written notice to
continue work after December 20, 1998 and prior to Financial Closing
(separating materials and labor) for each Milestone (other than Turbine
Vendor Milestones) completed prior to the Financial Closing Date. At
Financial Closing (and only at Financial Closing), provided that Contractor
has delivered all Lien waivers requested by Owner in accordance with Section
7.06(c), the duly executed Parent Guaranty and all other documents reasonably
required by the Financing Parties, Owner shall pay to Contractor the amount
that remains after the deducting from the Milestone Payments requested any
amounts that Owner disputes as not being due and owing.
Section 7.04. Post Financial Closing. Commencing after the Financial
Closing Date, prior to the tenth (10th) day of each month following any month
in which the Contractor achieves completion of a Milestone, Contractor may
submit to Owner a Request For Payment (separating materials and labor) for
each Milestone completed during the previous month. Each Request For Payment
shall be accompanied by a Milestone Achievement Certificate, duly executed by
the Contractor Project Manager, and a Milestone Payment Certification duly
executed by the Contractor Site Manager and Owners representative (if
approved), for each Milestone completed. Within thirty (30) days after its
receipt of a Request For Payment, provided that Contractor has delivered all
Lien waivers requested by Owner in accordance with Section 7.06(c), Owner
shall pay to Contractor the amount that remains after the deduction from the
Milestone Payment requested of the following amounts: (i) any portion thereof
that Owner disputes as not being due and owing, (ii) any overpayment made by
Owner for any previous period, and (iii) any Schedule Liquidated Damages and
Performance Liquidated Damages (including interest thereon) payable by
Contractor.
Section 7.05. General Provisions Payments.
(a) If applicable, any payment by Owner shall be accompanied by a
notice to Contractor specifying the amount of each deduction and setting
forth the reason(s) why the deduction is justified. If any such amount
deducted from the requested amount is subsequently determined, by agreement
of the Parties or by arbitration pursuant to Article XVII, to have been
unjustifiably so deducted, Contractor shall be entitled to payment of such
amount, plus interest thereon at the Reference Rate from the date that such
amount should have been paid until the date of such payment. Pending the
resolution of any disputed Milestone Payment or invoice submitted
hereunder, Contractor shall continue performance of the Work.
(b) Failure or forbearance on the part of Owner in withholding any
amounts due under a Milestone Payment or invoice shall not be construed as
accepting or acquiescing to any disputed claims. In addition, the making of
any Milestone Payment by Owner shall not constitute an admission by it that
the Work covered by such payment (or any Work previously performed) is
satisfactory or timely performed, and Owner shall have the same right to
challenge the satisfactoriness and timeliness of such Work as if it had not
made such payment. If, after any such payment has been made, it is
subsequently determined that Contractor was not entitled to all or a portion
of any such payment, Contractor shall promptly refund all or a portion of
such payment to Owner with interest thereon at the Reference Rate from the
date that Contractor received such payment to the date of refund.
(c) Notwithstanding any other provision to the contrary contained
herein, Owner shall have no obligation to make payments to Contractor
hereunder at any time when Contractor is in breach of this Agreement. Owner
shall release payments withheld pursuant to this Section 7.05(c) when
Contractor cures all such breaches to the satisfaction of Owner.
(d) Each payment made pursuant to this Article shall be paid directly
to Contractor. Such payment shall be wire-transferred to an account or
accounts designated by Contractor in its Request For Payment.
Section 7.06. Financing Parties' Requirements and Lien Waivers.
(a) Contractor acknowledges that Owner will borrow certain funds from
the Financing Parties for the construction of the Plant and that, as a
condition to making loans to Owner, the Financing Parties may from time to
time require certain documents from Contractor and its Subcontractors and
Vendors. In connection therewith, Contractor agrees to furnish to the
Financing Parties, and to use its best efforts to cause its Subcontractors
and Vendors to furnish to the Financing Parties, such written information,
certificates, copies of invoices and receipts, lien waivers (upon payment),
affidavits and other like documents as the Financing Parties may reasonably
request. Upon the request of the Financing Parties, as a condition
precedent to Financial Closing, Contractor shall state in writing whether or
not it is satisfied with Owner's performance to that date.
(b) Contractor shall promptly execute any additional documentation as
may be reasonably requested by the Financing Parties, including, but not
limited to, documents evidencing Contractor's consent to assignment of this
Agreement as a security to the Financing Parties or otherwise upon the
occurrence of events specified in such documents and any reasonable
modifications to this Agreement.
(c) As a condition precedent to the making of any payment hereunder,
Owner shall require that Contractor and each of its Substantial
Subcontractors and Substantial Vendors provide Owner with a certificate (in
substantially the form as Exhibit H and Exhibit H-1 attached hereto)
stating that all amounts due to Contractor and its Subcontractors and
Vendors have been paid. Contractor shall provide such certificates
simultaneously with each application for payment.
(d) Contractor hereby subordinates any Liens to which it may be
entitled under Applicable Law or under the provisions of this Agreement to
any Lien granted in favor of the Financing Parties, whether such Lien in
favor of Financing Parties is created, attached or perfected prior to or
after the Lien in favor of Contractor. In addition, Contractor shall
submit proof satisfactory to Owner that it has included in each contract
entered into by it with a Subcontractor or Vendor a requirement that any
Lien to which such Subcontractor or Vendor may be entitled to thereunder or
by Applicable Law shall be subordinate and inferior to any Lien granted in
favor of the Financing Parties, whether such Lien in favor of Financing
Parties is created, attached or perfected prior to or after the Lien in
favor of such Subcontractor or Vendor.
(e) In the event of Owner's default under this Agreement, the
Financing Parties shall have the right to cure Owner's default and, in such
event, Contractor's duties and obligations under this Agreement shall be
unaffected. In that regard, the Financing Parties shall have (i) thirty
(30) days from the date notice of default is delivered to the Financing
Parties to cure such default if such default is the failure to pay amounts
to Contractor which are due and payable under the Contract or (ii) not less
than forty-five (45) days to cure such default if the breach or default
cannot be cured by the payment of money to Contractor so long as the
Financing Parties or their designee shall have commenced to cure the
default within such forty-five (45) day period and thereafter diligently
pursues such cure to completion and continues to perform any monetary
obligations under the Contract and all other obligations under the Contract
are performed by Owner or the Financing Parties. If possession of the
Project is necessary to cure such breach or default, and the Financing
Parties declare Owner in default and commence foreclosure proceedings, the
Financing Parties will be allowed a reasonable period to complete such
proceedings. If the Financing Parties are prohibited by any court order or
proceedings from curing the default or from commencing or prosecuting
foreclosure proceedings, the foregoing time periods shall be extended by
the period of such prohibition. Contractor further agrees to perform its
obligations hereunder for the benefit of the Financing Parties in the event
of Owner's default under this Agreement or under the Financing Documents,
provided that the Financing Parties (or its assignee) shall have cured all
defaults of Owner's obligations hereunder and shall have paid all amounts
then due, including costs to cure. In such event, the Financing Parties
(or its assignee) shall have the rights and obligations of Owner under this
Agreement; provided the Financing Parties shall have no personal liability
to Contractor for the performance of such obligations, and the sole
recourse of Contractor in seeking the enforcement of such obligations shall
be to such parties' interest in the Project.
ARTICLE VIII
TITLE, RISK OF LOSS AND POSSESSION
Section 8.01. Clear Title. Contractor warrants and guarantees that
legal title to and the ownership of the Work including, without limitation,
all Equipment, intellectual property (i.e. patents, licenses, methods,
processes, trade secrets, know how, etc.), Drawings, Final Plans, operation
and maintenance manuals and any operating spare parts purchased by
Contractor on behalf of Owner at Owner's request in connection with the
construction, operation and maintenance of each Phase shall pass to Owner,
free and clear of any and all Liens on the earlier of the Commercial
Operation Date for each Phase or upon the termination of this Agreement.
Section 8.02. Risk of Loss. For each Phase, from date hereof until
the Commercial Operation Date for such Phase, Contractor hereby assumes the
risk of loss for the Phase and the Work related thereto including: (a) any
Equipment for such Phase whether on or off the Job Site, (b) all other Work
for such Phase completed on or off the Job Site and (c) all Work for such
Phase in progress. All Equipment not yet incorporated into the Plant shall
be stored in secured areas. Contractor shall bear the responsibility of
preserving, safeguarding, and maintaining such Equipment and any other
completed Work and Work in progress (including spare parts provided by
Owner). If any loss, damage, theft or destruction occurs to the Phase or
Work related thereto, on or off the Job Site for which Contractor has so
assumed the risk of loss, Contractor shall, at its cost, promptly repair or
replace the property affected thereby, provided however, Contractor shall
not be required to repair or replace, unless Owner makes the proceeds of
insurance available. Following the transfer of clear title to Owner as
stated above in Section 8.01, risk of loss for the Phase and related Work
shall pass to Owner (excluding the Contractor Equipment and other items to
be removed by Contractor, which shall remain the responsibility of
Contractor). From and after the date of the transfer of the care, custody,
and control of the Facility or portion thereof (a) Owner shall assume all
risk of physical loss or damage thereto, and all responsibility for
compliance by the Plant or portion thereof, with applicable safety and
environmental laws, and all other applicable laws and (b) Owner shall, and
does hereby, release Contractor from, and Owner will and shall cause
insurers to waive Rights of Subrogation against Contractor and its vendors
and subcontractors for loss or damage to the Plant which may thereafter
occur; provided, however, Contractor shall continue to be responsible
through Final Acceptance for claims, physical loss or damage to the work to
the extent resulting from Contractor's negligent acts or omissions, and/or
failure to comply with contractual requirements.
Section 8.03. Possession of Phases Following Commercial Operation.
Unless Owner has earlier taken possession and control of the Plant and the
Work pursuant to the terms hereof, Owner shall take possession and control
of each Phase and the related Work on the Commercial Operation Date for
each Phase. Contractor shall thereafter use all reasonable efforts to
minimize interference with Owner's operation of such Phase while completing
the Work under this Agreement.
ARTICLE IX
INSURANCE
Section 9.01. Contractor Insurance Policies. Prior to commencing
the Work and continuing through the Final Acceptance Date, Contractor shall
obtain and maintain in force insurance policies satisfying the requirements
of this Article IX providing the following coverages:
Amount of Coverage
Type of Coverages of Insurance Policy
Worker's Compensation Statutory
that complies with the laws of
the State of Texas and such other
jurisdictions as may be applicable
to its operations
Employer's Liability $500,000
Insurance including Occupational
Disease
Comprehensive or Commercial General $1,000,000 Each Occurrence;
Liability insurance shall be on a $2,000,000 General Aggregate
broan occurrence basis for all locations (Other than Products/Completed
for this, Project including, but not Ops.) $1,000,000 Aggregate for
limited to coverage for demolition of Products/Completed Operations
any building, or structure, collapse, $1,000,000 Personal Injury
blasting excavation below surface of
the ground, broad form contractual
liability covering property damages
and personal injury. The policy shall
provide for complete operations coverage
for a period of two (2) years following
Final Acceptance
Comprehensive Automobile $1,000,000 Combined Single Limit
Liability, on an occurrence basis
including coverage for all owned,
leased, hired or non-owned
automotive equipment
Umbrella Excess Liability to be
provided on a form following basis $35,000,000 Each Occurrence/
Aggregate
Section 9.02. Form of Contractor Insurance Policies.
(a) Each Contractor's Insurance Policy shall be written on an
occurrence basis. Subject to the limits and coverages specified in
Section 9.01, Contractor shall name Owner, designated Affiliates of Owner
and the Financing Parties (including their respective officers, directors
and employees) as additional insureds on Contractor's liability policies as
required to be carried by Contractor by the provisions of Section 9.01 of
this Agreement for liabilities of Contractor under this Agreement. Each
insurance policy shall provide, either in its printed text or by
endorsement, (a) that it shall be primary with respect to the interest of
Owner, designated Affiliates of Owner and the Financing Parties (including
their respective officers, directors and employees) and that any other
insurance maintained by Owner, designated Affiliates of Owner or the
Financing Parties is in excess and not contributory to the Contractor
Insurance Policies in all instances regardless of any like insurance
coverage that Owner, designated Affiliates of Owner and the Financing
Parties may have.
(b) Contractor shall require the issuers of the Comprehensive or
Commercial General Liability Insurance, Comprehensive Automobile Liability
and Umbrella Excess Liability Insurance to amend such Contractor Insurance
Policy to: (i) include Owner, designated Affiliates of Owner and the
Financing Parties and their respective directors, officers and employees as
additional insureds, (ii) include a waiver of all rights of subrogation
against the Financing Parties, Owner and designated Affiliates of Owner and
their respective directors, officers and employees, (iii) contain a
severability of interest provision, (iv) provide that aggregate limits, if
any, apply separately to each of the Contractor's jobs or projects; (v)
provide that none of the Financing Parties, Owner or designated Affiliates
of Owner or their respective directors, officers or employees shall be
liable for the payment of premiums under such policy, (vi) provide that
complete copies of all inspection or other reports required or performed
for the insurer shall be provided to both Owner and the Financing Parties
within thirty (30) days of delivery to Contractor, (vii) provide that Owner
and the Financing Parties must be given at least sixty (60) days' prior
written notice (and Contractor will use all reasonable efforts to require
ninety (90) days' prior written notice) of any change in, non-renewal or
cancellation of such coverages that are initiated by insurer, and (viii)
provide that Owner and the Financing Parties must be given at least sixty
(60) days' prior written notice (and Contractor will use all reasonable
efforts to require ninety (90) days' prior written notice) of any change
in, non-renewal or cancellation of such coverages that are initiated by
Contractor.
(c) Contractor shall require the insurers of the Workers'
Compensation Insurance to amend such policy to: (i) include a waiver of all
rights of subrogation against the Financing Parties, Owner, designated
Affiliates of Owner and their respective directors, officers and employees;
(ii) provide that none of the Financing Parties, Owner, designated
Affiliates of Owner or their respective directors, officers and employees
shall be liable for the payment of the premium under such policy; (iii)
provide that complete copies of all inspection or other reports required or
performed for the insurer shall be provided to both Owner and the Financing
Parties within thirty (30) days of delivery to the Contractor; (iv) provide
that Owner and the Financing Parties must be given at least sixty (60)
days' written notice (and Contractor shall use all reasonable efforts to
require ninety (90) days' prior written notice) of any change in, non-
renewal or cancellation of such coverage that is initiated by the insurer;
and (v) provide that Owner and the Financing Parties must be given at least
sixty (60) days' prior written notice (and Contractor will use all
reasonable efforts to require ninety (90) days' prior written notice) of
any change in, non-renewal and cancellation of such coverage that is
initiated by Contractor.
Section 9.03. Qualified Insurers. All Contractor Insurance Policies
shall be written by insurers reasonably acceptable to Owner and the
Financing Parties and that are rated ["A-"] or higher by A.M. Best's Key
Rating Guide (a "Qualified Insurer").
Section 9.04. Certificates of Insurance. Contractor shall require all
insurers under the Contractor Insurance Policies to provide the Financing
Parties, Owner and such other interested Persons as may be designated by
Owner with certificates of insurance, in form and substance acceptable to the
Financing Parties and Owner, evidencing and describing the insurance policies
and endorsements maintained hereunder upon commencement of the Work, or upon
issuance of such policies, if earlier, and on each issuance anniversary while
such insurance is in effect.
Section 9.05. Inspection of Contractor's Insurance Policies. In
respect of all Contractor Insurance Policies, Contractor shall, when so
requested by Owner, produce the Contractor's policies of insurance and
confirmation of premium payment for such policies. If policies have not
been secured on a project specific basis, Contractor may delete proprietary
information not relevant to the Contractor/Owner project prior to
transmission.
Section 9.06. Subcontractors' Insurance. Before permitting any of
its Subcontractors to perform any Work at the Job Site, Contractor shall
obtain a certificate of insurance from each such Subcontractor evidencing
that such Subcontractor has obtained the insurance required of
Subcontractors by Contractor and in the case of Substantial Subcontractors,
as required by Owner. All policies of Subcontractors shall include a
waiver of any right of subrogation of the insurers thereunder against
Owner, the Financing Parties and Contractor, and any right of the insurers
to set-off or counterclaim, offset or any other deduction, whether by
attachment or otherwise, in respect of any liability or any such Person
insured under such policy. Policies provided by Substantial Subcontractor
shall be in amounts and upon conditions as are customarily and normally
provided in the power generation industry.
Section 9.07. Remedy on Failure to Insure. If Contractor shall fail
to obtain and keep in force the Contractor Insurance Policies, Owner may,
without limiting any other remedy it may have, obtain and keep in force any
such insurance and pay such premium or premiums as may be necessary for
that purpose and recover from Contractor whether by way of deduction,
offset or otherwise the cost of obtaining and maintaining such insurance.
Section 9.08. Management of Insurance Policies. Except as directed
by Owner, Contractor shall be responsible for managing and administering
all Contractor Insurance Policies, including the filing of all claims and
the taking of all necessary and proper steps to collect any proceeds on
behalf of the relevant insured Person. Contractor shall at all times keep
Owner informed of the filing and progress of any claim. If Contractor
shall fail to perform these responsibilities, Owner may take such action as
it determines appropriate under the circumstances. In the event Contractor
collects proceeds on behalf of other Persons, it shall ensure that these
are paid directly from the insurers to the relevant Person and, in the
event that it receives any such proceeds, it shall, unless otherwise
directed by Owner, pay such proceed to such Party forthwith and prior
thereto, hold the same in trust for the recipient.
Section 9.09. Owner Insurance Policies. Prior to the Initial Site
Mobilization by Contractor and continuing through the Final Acceptance
Date, Owner shall obtain and maintain in force an All Risk Installation and
Builder's Risk Insurance Policy (the "Builder's Risk Policy") in an amount
at least equal to the full replacement value of the Project. A certificate
of insurance evidencing the Builder's Risk Insurance coverage and, if
applicable, the Delay in Start-Up insurance shall be furnished to
Contractor prior to Initial Site Mobilization by Contractor. Contractor and
its Subcontractors shall be named as additional insureds thereunder only as
their respective interests may appear. The Builder's Risk Policy shall
contain the following terms: an amount equal to the full replacement value
of the Work for "all risks" of physical loss or damage except as
hereinafter provided, including coverage for earth movement, flood, boiler
and machinery, transit and off-site storage accident exposure, start-up and
testing coverage until the Final Acceptance Date, but excluding the
Contractor Equipment and personal property. The Builder's Risk Policy may
contain separate sub-limits and deductibles subject to insurance company
underwriting guidelines. The Builder's Risk Policy will be maintained in
accordance with terms currently available in the insurance market for the
construction of electric generating facilities. Subject to insurance
company underwriting and approval, Delay in Start-Up insurance shall be
provided and maintained by Owner in an amount covering a period of
indemnity equal to twelve (12) months. Such Delay in Start-Up insurance
shall only apply in the event of physical loss or damage to the Work caused
by an insured peril under the Builder's Risk Policy. In the event a loss
is sustained under the Builder's Risk Policy, such loss will be adjusted by
Owner and/or the Financing Parties with the insurance companies.
Contractor will assist the Owner and the Financing Parties in the
adjustment of losses. Contractor shall replace or repair any loss or
damage (so long as Contractor is compensated therefor from any proceeds
received as a result of such loss) and complete the Work in accordance with
this Agreement. The Owner and the Contractor agree to waive all rights of
recovery against each other for damages caused by fire and/or other perils
to the extent covered by the Builder's Risk Policy.
Section 9.10. Contractor's Assistance. Contractor shall cooperate
with Owner in obtaining and maintaining the insurance policies of Owner and
shall provide all Drawings, Final Plans, certificates and other information
that Owner or its insurers may reasonably require. Contractor shall with
all due diligence comply with the conditions of Owner's insurance polices
and all reasonable requirements of the insurers in connection with the
settlement of claims, the recovery of losses and the prevention of
accidents and shall bear at its own cost the consequences of any failure to
do so.
Section 9.11. No Limitation on Liability. Nothing in this Article IX
shall be deemed to limit Contractor's liability under this Agreement to the
insurance coverages required by this Article. Except for the coverage
limits of liability for insurance companies set forth in Section 9.01, no
limitation of liability provided to Contractor under this Agreement is
intended nor shall run to the benefit of any insurance company or in any
way prejudice, alter, diminish, abridge or reduce, in any respect, the
amount of proceeds of insurance otherwise payable to Owner or the Financing
Parties under coverage required to be carried by Contractor under this
Agreement, it being the intent of the Parties that the full amount of
insurance coverage bargained for be actually available notwithstanding any
limitation of liability contained in this Agreement, if any.
ARTICLE X
SYCHRONIZATION, TESTS AND FINAL ACCEPTANCE
Section 10.01. General.
(a) All start-up, synchronization, operation and testing conducted by
Contractor shall be in accordance with this Agreement, applicable
manufacturers' instructions and warranty requirements, Applicable Laws,
Applicable Permits, Prudent Utility Practices and any and all applicable
rules as agreed to by Owner and Contractor. Contractor shall provide Owner
with at least thirty (30) days advance written notice of the first test of
each Phase that involves delivering energy to the Grid. In addition, no
test of the Plant or any Phase that delivers electrical output shall be
conducted unless Contractor gives prior written notice thereof as provided
in the following paragraph (b). Owner, Financing Parties, Utility and the
Facilities Engineer and their respective authorized representatives shall
have the right to inspect the Work and to be present during the start-up,
synchronization, operation and testing of each Phase pursuant to this
Article X.
(b) Prior to performing any Test, Contractor shall deliver to Owner,
the Financing Parties and the Facilities Engineer a written notice of such
Test (a "Test Notice") and specifying a date for commencement of any or all
of the Tests for such Phase. Contractor shall coordinate the scheduling of
any Guaranteed Performance Test with the dispatch schedule for the Plant or
the Phase, as applicable, so as not to interfere with Owner's or its
Affiliates' obligations with respect thereto. Contractor shall deliver a
Test Notice at least ten (10) Business Days prior to the commencement of
any Test. If Owner, within five (5) Business Days after its receipt of
such Test Notice, delivers to Contractor a written notice (i) denying that
the prerequisites for performing such Test have been completed and (ii)
stating the facts upon which such reasonable denial is based, then upon
receipt of such notice, Contractor shall take such action as is appropriate
to remedy the conditions described in such notice from Owner. Following
any such remedial action, Contractor may deliver to Owner, the Financing
Parties and the Facilities Engineer a new Test Notice conforming to the
requirements of this paragraph (b), and the provisions of this paragraph
(b) shall apply with respect to such new Test Notice in the same manner as
they applied with respect to the original Test Notice. The foregoing
procedure shall be repeated as often as necessary until Owner no longer
rejects the Test Notice; provided, however, if the Contractor is required
to notify following receipt of Owner's written notice in which Owner denies
that the prerequisites for performing a task have been completed, such
renotification may be given within five (5) business days of such notice by
Owner, and Owner shall have three (3) business days following the receipt
of such resubmitted notice to file written objections above. Contractor
shall reschedule Tests as reasonably requested by Owner to accommodate the
schedules of Persons whom the Owner deems necessary to attend the Tests.
Contractor shall promptly notify each of Owner, the Financing Parties and
the Facilities Engineer of any proposed change in the schedule of Tests and
may not conduct any Test under such proposed changed schedule unless Owner,
the Financing Parties and the Facilities Engineer receive reasonable
advance notice of the actual date of commencement of such rescheduled Test.
Owner shall be responsible for notifying the Utility and any Person other
than the Utility, Financing Parties and the Facilities Engineer for
witnessing Tests.
Section 10.02. Synchronization. Together with the notice of the
Scheduled Synchronization Date, Contractor shall provide Owner and Utility
a start-up and test schedule for the applicable Phase and copies of all
manufacturers' specifications, schedules of protection schemes, and
protection relay settings. Contractor shall promptly give Owner and
Utility notice of any expected change in the Scheduled Synchronization Date
or other information provided with the notice as described above (or any
modifications thereto); provided that Contractor shall provide at least ten
(10) days prior written notice of the actual synchronization date. The
Contractor shall perform the synchronization procedures in accordance with
the Scope of Work and Utility's requirements. Utility and its authorized
representatives shall have the right to be present during the
synchronization.
Section 10.03. Minimum Performance Tests. After a Phase (a) has
achieved Mechanical Completion, as determined by Contractor and approved by
Owner, (b) has been synchronized with the Grid in accordance with the Scope
of Work and Utility's requirements, (c) is capable of being operated
safely, normally and continuously in accordance with the requirements of
this Agreement at all operating conditions and modes specified in the Scope
of Work (although minor portions of such Phase not essential to its safe
continuous and reliable operation may remain to be completed), and (d) is
ready for the Minimum Performance Tests to be performed in accordance with
this Agreement, Contractor shall conduct the Minimum Performance Tests for
such Phase in accordance with the terms of this Agreement, including the
Scope of Work, after complying with the notice provisions of Section
10.01(b). If a Phase fails all or any part of a Minimum Performance Test
as determined in accordance with the Scope of Work and Section 11.09(a),
Contractor shall take appropriate corrective action and the Minimum
Performance Test shall be performed again. If the Phase fails all or any
part of the retest, Contractor shall take appropriate corrective action and
the Minimum Performance Test shall be repeated. Subject to the terms and
conditions contained herein, so long as Contractor is paying when due
Schedule Liquidated Damages (if applicable), Contractor may repeat the
Minimum Performance Test as it determines necessary prior to termination of
this Agreement. Contractor shall provide a written report of the results
of each Minimum Performance Test to Owner, the Facilities Engineer and the
Financing Parties.
Section 10.04. Guaranteed Performance Tests.
(a) After each Phase has achieved the Minimum Performance Levels
necessary for Commercial Operation as determined pursuant to Section
11.09(a), and the Phase is capable of being operated safely, normally and
continuously in accordance with the requirements of this Agreement at all
operating levels specified in the Scope of Work (although minor portions of
such Phase not essential to its safe continuous and reliable operation may
remain to be completed), and after complying with the notice provisions of
Section 10.01(b), Contractor shall conduct the Guaranteed Performance Tests
for such Phase in accordance with the terms of this Agreement, including
the Scope of Work. If the Phase fails all or any part of a Guaranteed
Performance Test as determined in accordance with the Scope of Work and
Section 11.09(b), Contractor shall take appropriate corrective action and
the Guaranteed Performance Test shall be performed again. If the Phase
fails all or any part of the retest, Contractor shall take appropriate
corrective action and the Guaranteed Performance Test shall be repeated.
Subject to the terms and conditions contained herein, so long as Contractor
is paying when due Schedule Liquidated Damages (if applicable), Contractor
may repeat the Guaranteed Performance Test for a Phase as it determines
necessary until one hundred eighty (180) days after the Commercial
Operation Date for such Phase or the earlier termination of this Agreement.
Contractor shall provide a written report of the results of each Guaranteed
Performance Test to Owner, the Facilities Engineer and the Financing
Parties.
(b) If the results of additional Guaranteed Performance Tests
continue to demonstrate that the Plant fails to meet the Guaranteed
Performance Levels and all other requirements for Final Acceptance have
been met, at any time after the Phase II Guaranteed Commercial Operation
Date and prior to termination of this Agreement, the Contractor may, at its
discretion, submit a notice to Owner of Final Acceptance in accordance with
Section 10.07 and pay the applicable damages pursuant to Section 11.05.
Providing that Guaranteed Performance Tests demonstrate that the Plant
continues to achieve Minimum Performance Levels necessary for Commercial
Operation and for Final Acceptance as determined pursuant to this
Agreement, if Contractor elects to accept liquidated damages for certain
performance guarantees pursuant to Section 11.05 in lieu of achieving
Guaranteed Performance Levels, Contractor may submit proposed Final
Acceptance Certificate in accordance with Section 10.07 no later than 180
days after the Phase II Guaranteed Commercial Operation Date and pay the
applicable liquidated damages. The parties understand and agree that the
Contrator's obligations to achieve Guaranteed Performance Levels with
respect to emissions and noise (see Sections 11.04(c) and 11.04(d)) are
absolute obligations which must be achieved no later than 180 days after
the Phase II Guaranteed Commercial Operation Date.
Section 10.05. Punch List.
(a) During the Performance of the Work, Contractor shall maintain a
list setting forth parts of the Work which remain to be performed in order
to confirm that the Work fully complies with the terms of this Agreement.
Contractor shall promptly provide a copy of such list to Owner upon
request.
(b) No later than fourteen (14) days after the Phase I Commercial
Operation Date, Contractor shall prepare and submit to Owner a
comprehensive list (the "Punch List") of items to be completed for such
Phase to reach Final Acceptance. Contractor shall make such revisions to
the Punch List as and when requested by Owner from time to time; provided
that Contractor shall not be obligated to include any items on the Punch
List that directly relate to any Phase I Equipment for which Owner has
taken operational care, custody and control if such items were submitted by
Owner more than the later of (i) twenty-one (21) days after the Phase I
Commercial Operation Date or (ii) seven (7) days after receipt of the Punch
List from Contractor pursuant to this paragraph (b).
(c) No later than seven (7) days after the Phase II Commercial
Operation Date, Contractor shall submit to Owner a revised Punch List
including all items to be completed to reach Final Acceptance. Contractor
shall make such revisions to the Punch List as and when requested by Owner
from time to time; provided that Contractor shall not be obligated to
include any items on the Punch List that directly relate to any Phase II
Equipment for which Owner has taken operational care, custody and control
if such items were submitted more than the later of (i) fourteen (14) days
after the Phase II Commercial Operation Date or (ii) seven (7) days after
receipt of the Punch List from Contractor pursuant to this paragraph (c).
(d) Upon request of Owner, Contractor shall promptly estimate the
reasonable commercial value of all items on the punch list that have not
been completed. The Parties agree that with respect to punch list items
that remain uncompleted and which are preventing Final Acceptance, it may
be more expedient for Owner to complete such punch list items, as its
election and option. If the Parties are able to agree upon the commercial
value of all items on the punch list, and the Owner so elects, at its sole
discretion, the Owner may, in lieu of requiring the Contractor to complete
the punch list items, require the Contractor to pay to Owner an amount
equal to 150% of the commercial value of the remaining punch list items as
agreed upon by the Owner. Owner shall have the right to offset such amount
owed by Contractor against any amounts owed by Owner to Contractor at Final
Acceptance, or otherwise under this Agreement.
Section 10.06. Commercial Operation.
(a) After completing the Minimum Performance Tests in accordance with
Section 10.03, when the Contractor determines that all of the requirements
for Commercial Operation for a Phase have been completed, Contractor shall
provide written notice thereof to Owner, the Financing Parties and the
Facilities Engineer. Except as provided in Section 10.06(b), the date
specified by Contractor on which Phase I Commercial Operation or Phase II
Commercial Operation was achieved in its notice to Owner of Commercial
Operation shall be the "Phase I Commercial Operation Date" or the "Phase II
Commercial Operation Date", respectively.
(b) Within three (3) Business Days following receipt by Owner of such
notice of Commercial Operation, Owner shall notify Contractor in writing
whether or not Owner and the Facilities Engineer believe that Contractor
has fulfilled the requirements of Phase I Commercial Operation or Phase II
Commercial Operation, as applicable. If Owner and the Facilities Engineer
determine that Contractor has not fulfilled such requirements for
Commercial Operation, Owner shall specify in such notice to Contractor in
reasonable detail the reasons for determining that the requirements for
Commercial Operation have not been met. Contractor shall promptly act to
correct such deficiencies so as to achieve Commercial Operation for the
applicable Phase as soon as possible (and no later than by the applicable
Guaranteed Commercial Operation Date if such date has not already passed).
Following any such remedial action, Contractor shall deliver to Owner and
the Facilities Engineer a new notice of Commercial Operation and the
provisions of this Section 10.06(b) shall apply with respect to such new
Commercial Operation notice in the same manner as they applied to the
original Commercial Operation notice. The foregoing procedure shall be
repeated as often as necessary, so long as Contractor is paying when due
Schedule Liquidated Damages (if applicable), until the earlier of (i) Owner
and the Facilities Engineer no longer reject Contractor's Commercial
Operation notice and Owner provides its own notice to Contractor that
Commercial Operation has been achieved, or (ii) termination of this
Agreement. The date specified by Owner and the Facilities Engineer on
which the Phase I Commercial Operation or Phase II Commercial Operation, as
applicable, was achieved in its notice to Contractor of Commercial
Operation shall be the "Phase I Commercial Operation Date" or "Phase II
Commercial Operation Date", respectively.
(c) If Contractor fails to achieve Phase I Commercial Operation by
the Phase I Guaranteed Commercial Operation Date, and/or Phase II
Commercial Operation by the Phase II Guaranteed Commercial Operation Date,
Contractor shall pay to Owner the Schedule Liquidated Damages pursuant to
Article XI. Payment of such damages shall not relieve Contractor from its
obligations hereunder to achieve Commercial Operation for each Phase and
Final Acceptance.
Section 10.07. Final Acceptance of the Plant. After achieving
Commercial Operation for each Phase in accordance with Section 10.06, when
the Contractor determines that all of the requirements for Final Acceptance
have been completed (other than execution of the Final Acceptance
Certificate by Owner), or when the Contractor has elected to or is required
to pursuant to Section 10.04(b), Contractor shall submit a proposed Final
Acceptance Certificate, in substantially the form attached hereto as
Exhibit G, to Owner and the Facilities Engineer. As soon thereafter as
reasonably practicable, a team consisting of representatives of Owner, the
Financing Parties, the Facilities Engineer and Contractor shall make a
final inspection of the Plant. Within ten (10) Business Days following
such final inspection, Owner, with the consent of the Financing Parties,
shall notify Contractor in writing whether such Persons believe that
Contractor has fulfilled the requirements of this Agreement to reach Final
Acceptance (other than execution of the Final Acceptance Certificate by
Owner). If Owner and the Financing Parties determine that such
requirements have been fulfilled, Owner will execute the proposed Final
Acceptance Certificate. If Owner and the Financing Parties determine in
good faith that, notwithstanding Contractor's delivery of the proposed
Final Acceptance Certificate, the requirements for Final Acceptance have
not been fulfilled, then Owner shall deliver a written notice to such
effect to Contractor describing in reasonable detail the deficiencies noted
and corrective action recommended, including projected target dates for the
completion of such incomplete or remedial Work. Contractor shall promptly
act to correct any such deficiencies. The procedure set forth in this
Section 10.07(a) shall be repeated as necessary, so long as Contractor is
paying when due Schedule Liquidated Damages (if applicable), until the
earlier of (i) Owner and the Financing Parties no longer reject
Contractor's proposed Final Acceptance Certificate and Owner executes such
certificate or (ii) termination of this Agreement.
ARTICLE XI
CONTRACTOR GUARANTEES
Section 11.01. Completion Guarantee.
(a) Contractor hereby guarantees that Phase I Commercial Operation
will occur no later than the Phase I Guaranteed Commercial Operation Date,
and Phase II Commercial Operation will occur no later than the Phase II
Guaranteed Commercial Operation Date.
(b) In the event that Phase I Commercial Operation occurs after the
Phase I Guaranteed Commercial Operation Date but prior to December 1, 2000
or, Phase II Commercial Operation occurs after the Phase II Guaranteed
Commercial Operation Date and Contractor is able to achieve Commercial
Operation within one hundred fifty (150) days after the Phase II Guaranteed
Commercial Operation Date, Owner shall be relegated as its sole remedy to
the assessment of Schedule Liquidated Damages provided for in Section
11.02. Provided the Contractor has not otherwise materially breached the
Agreement, is paying the assessed Schedule Liquidated Damages, and schedule
progress appears to the Owner and Independent Engineer to be sufficient to
achieve Phase I Commercial Operation by December 1, 2000, and Phase II
Commercial Operation within one hundred fifty (150) days of the Phase II
Guaranteed Commercial Operation Date, the failure to achieve Commercial
Operation by the applicable Guaranteed Commercial Operation Date shall not
be considered an event of default under this Agreement.
(c) If and in the event the Contractor fails to achieve Phase I
Commercial Operation prior to December 1, 2000 or Phase II Commercial
Operation within one hundred fifty (150) days of the Phase II Guaranteed
Commercial Date, then, in that event, the Contractor shall be considered in
default, and may be terminated as provided for in Article XV of this
Agreement.
(d) If and in the event Phase I Commercial Operation has not occurred
by December 1, 2000, or Phase II Commercial Operation has not occurred
within one hundred fifty (150) days after the Phase II Guaranteed
Commercial Operation Date, and if in such event the Schedule Liquidated
Damages have not been exhausted, and Contractor is permitted to continue
performance, Owner's damage for delay will remain limited by liquidated
damages and those damages will be assessed on a day-by-day basis as before.
Section 11.02. Schedule Liquidated Damages.
(a) Owner and Contractor acknowledge and agree that any failure to
achieve Commercial Operation for each Phase by the applicable Guaranteed
Commercial Operation Date will directly cause substantial damage to Owner,
which damage cannot be ascertained with reasonable certainty. Accordingly,
if Contractor shall fail to achieve Commercial Operation for either Phase
by the applicable Guaranteed Commercial Operation Date, subject to Section
11.07(c), it shall pay to Owner, as liquidated damages, the following
amounts (collectively, the "Schedule Liquidated Damages"):
(i) for Phase I, an amount equal to [ ] for each day (or
portion thereof) that Phase I Commercial Operation is delayed beyond
the Phase I Guaranteed Commercial Operation Date, commencing with the
first day following the Phase I Guaranteed Commercial Operation Date
through and including the thirtieth (30th) day. After the thirtieth
(30th) day, Contractor will pay an amount equal to [ ] for each
day through and including the Phase I Commercial Operation Date; and
(ii) for Phase II, an amount equal to [ ] for each day (or
portion thereof) that Phase II Commercial Operation is delayed beyond
the Phase II Guaranteed Commercial Operation Date, commencing with the
first day following the Phase II Guaranteed Commercial Operation Date
through and including the sixtieth (60th) day. After the sixtieth
(60th) day, Contractor will pay an amount equal to [ ] for each
day through and including the Phase II Commercial Operation Date.
(b) It is understood and agreed between the Parties that the terms,
conditions and amounts fixed pursuant to this Article XI as liquidated
damages for failure to achieve Commercial Operation for each Phase by the
applicable Guaranteed Commercial Operation Date are reasonable, considering
the damages that Owner would sustain in such event, and that these amounts
are agreed upon and fixed as liquidated damages because of the difficulty
of ascertaining the exact amount of damages that would be sustained as a
result of delay in achieving Commercial Operation. Payment of such
liquidated damages shall not relieve Contractor of any of its obligations
hereunder. Furthermore, the remedy provided in this Section 11.02 is in
addition to the remedies provided in Section 11.05 and Articles XII, XV and
XVI and elsewhere in this Agreement. Notwithstanding anything contained
herein to the contrary, in the event that Contractor has not achieved
Commercial Operation for a Phase but has reached its maximum liability
hereunder for payment of Schedule Liquidated Damages, Contractor shall be
in breach of this Agreement.
Section 11.03. Early Completion Bonus. In the event Contractor
achieves Commercial Operation for either Phase prior to the applicable
Guaranteed Commercial Operation Date, then Owner shall pay to Contractor
the following amounts (collectively, the "Early Completion Bonus"):
(a) for Phase I, a bonus equal to the sum of [ ] for each day
(or portion thereof) that Phase I Commercial Operation is achieved prior to
the Phase I Guaranteed Commercial Operation Date, commencing with the first
day following the Phase I Commercial Operation Date through and including
the Phase I Guaranteed Commercial Operation Date; provided, however, that
the amount of the Early Completion Bonus payable by Owner for Phase I shall
not exceed [ ]; and
(b) for Phase II, a bonus equal to the sum of [ ] for each day
(or portion thereof) that Phase II Commercial Operation is achieved prior
to the Phase II Guaranteed Commercial Operation Date, commencing with the
first day following the Phase II Commercial Operation Date through and
including the Phase II Guaranteed Commercial Operation Date; provided,
however, that the amount of the Early Completion Bonus payable by Owner for
Phase II shall not exceed [ ].
No Early Completion Bonus shall be paid for early completion days occurring
prior to June 1, 2000 for Phase I and July 1, 2000 for Phase II.
Notwithstanding anything contained herein to the contrary, for purposes of
determining the Early Completion Bonus, the applicable Guaranteed
Commercial Operation Date shall not be extended or otherwise altered due to
any Force Majeure Events.
Section 11.04. Performance Guarantees in Excess of Minimum Performance
Levels.
(a) Plant Net Power Output Guarantee. Contractor guarantees to Owner
that the Net Power Output of the Plant will be equal to or greater than
1,000,000 kilowatts when corrected to the Guarantee Design Conditions
contained in the Scope of Work (the "Plant Net Power Output Guarantee").
The Plant Net Power Output is the sum of the Net Power Output of Phase I as
determined by the final Net Capacity and Heat Rate Test for Phase I when
corrected to the Guarantee Design Conditions and the Net Power Output of
Phase II as determined by the final Net Capacity and Heat Rate Tests for
Phase II when corrected to the Guarantee Design Conditions (the "Plant Net
Power Output").
(b) Plant Net Heat Rate Guarantee. Contractor guarantees to Owner
that the Net Heat Rate of the Plant will be equal to or less than 7,000 Btu
per KwH when firing design basis natural gas and when corrected to the
Guarantee Design Conditions (the "Plant Net Heat Rate Guarantee"). The
Plant Net Heat Rate is the sum of the Phase I Corrected Fuel Consumption,
and Phase II Corrected Fuel Consumption divided by the Plant Net Power
Output NKW (the "Plant Net Heat Rate").
(c) Emissions Guarantee. Contractor guarantees to Owner that the
emission of air contaminants into the atmosphere from the Plant shall be
equal to or less than the emissions limitations contained in the Applicable
Permits (as demonstrated through the use of the air quality sampling
criteria and the techniques referenced therein and excluding for purposes
of determining compliance with the Applicable Permits all variances and
waivers that may be applicable thereto) (the "Emissions Guarantee").
(d) Noise Guarantee. Contractor guarantees to Owner that the Plant
will function at a noise level that does not exceed the lower of (i) 75 dbA
at the Property Site boundary or (ii) that required by Applicable Law and
Applicable Permits (excluding for purposes of determining compliance with
the Applicable Permits all variances and waivers that may be applicable
thereto) under the modes of operation as described in the Scope of Work
(the "Noise Guarantee").
Section 11.05. Liquidated Damages for Certain Performance Guarantees.
(a) Subject to Section 11.07(c), the Parties agree that the
liquidated damages for failure to achieve the Guaranteed Performance Levels
specified in Sections 11.04(a) and 11.04(b) (as determined pursuant to
Section 11.09(b)) are as follows (collectively, the "Performance Liquidated
Damages"):
(i) Deficiency in Net Power Output. If the Plant Net Power
Output is less than ninety-nine percent (99%) of the Plant Net Power
Output Guarantee, Contractor shall pay to Owner an amount equal to
[ ] multiplied by the difference of ninety-nine (99%) of the Plant
Net Power Output Guarantee less the actual Plant Net Power Output
(each measured in kW).
(ii) Failure to Meet Guaranteed Net Heat Rate. If the Plant Net
Heat Rate is greater than one hundred two percent (102%) of the Plant
Net Heat Rate Guarantee, Contractor shall pay to Owner an amount equal
to [ ] multiplied by the difference of the Plant Net Heat Rate
less one hundred two percent (102%) of the Plant Net Heat Rate
Guarantee (each measured in Btu HHV per kilowatt hour).
(b) At any time within one hundred fifty (150) days following the
Phase II Commercial Operation Date, Contractor, at its option, may elect to
pay the liquidated damages set out herein in lieu of achieving the Plant
Net Power Output Guarantee and/or Plant Net Heat Rate Guarantee. The 11.04
Emissions Guarantee and Noise Guarantee are absolute requirements, no
liquidated damages are applicable thereto, and those guarantees must be met
before Final Acceptance. At no time between Commercial Operation and Final
Acceptance shall the performance of the Plant fall below Minimum
Performance Levels for reasons not due to Owner's operation of the Facility
as defined herein. If and in the event the Contractor does not elect to
utilize Performa Liquidated Damages, and fails to achieve the Plant Net
Power Output Guarantee or Plant Net Heat Rate Guarantee within one hundred
eighty (180) days following Phase II Commercial Operation, Contractor shall
be in default and Owner shall be entitled to recovery of all actual damages
occasioned thereby, and Owner shall be entitled to terminate this
Agreement.
Section 11.06. Performance Bonuses. Subject to the maximum amount of
bonuses payable as set forth below, the bonuses for the Contractor
achieving performance in excess of the Guaranteed Performance Levels
specified in Sections 11.04(a) and 11.04(b) (as determined pursuant to
Section 11.09(b)) are as follows (collectively, the "Performance Bonuses"):
(a) Net Power Output Bonus. If Contractor achieves a Plant Net Power
Output in excess of one hundred one percent (101%) of the Plant Net Power
Output Guarantee, Owner shall pay to Contractor an amount equal to [ ]
multiplied by the difference of the Plant Net Power Output of such Phase
less one hundred one percent (101%) of the Guaranteed Net Power Output
(each measured in kW).
(b) Net Heat Rate Bonus. If Contractor achieves a Plant Net Heat
Rate that is less than ninety-eight percent (98%) of the Guaranteed Net
Heat Rate, Owner shall pay to Contractor an amount equal to [ ]
multiplied by the difference of ninety-eight percent (98%) of the
Guaranteed Net Heat Rate less the Plant Net Heat Rate (each measured in Btu
HHV per kilowatt hour).
Notwithstanding anything contained herein to the contrary, the aggregate
amount of Performance Bonuses payable by Owner hereunder shall not exceed
[ ].
Section 11.07. Payment of Liquidated Damages.
(a) Schedule Liquidated Damages, if any, under this Article XI shall
accrue on a daily basis for each day (or portion thereof) of delay. Within
thirty (30) days after the end of each month during which Schedule
Liquidated Damages accrue under this Article XI, Owner shall provide
Contractor with a statement of the amount of Schedule Liquidated Damages
owed for such month. In addition, after the final Guaranteed Performance
Test performed demonstrates that the Plant has failed to achieve any or all
of the Guaranteed Performance Levels specified in Sections 11.04(a) and
11.04(b), Owner shall provide Contractor with a statement of the amount of
Performance Liquidated Damages owed. Contractor shall pay any Schedule
Liquidated Damages and Performance Liquidated Damages pursuant to this
Article XI within ten (10) days after receipt of such statement(s). Any
amounts not paid when due shall accrue interest from the due date until
paid at the Reference Rate. Owner shall have the right to offset any
amounts owing to Owner under this Article against Milestone Payments or
other amounts owing to Contractor. In addition, Owner in its sole
discretion may, but is not obligated to, collect Schedule Liquidated
Damages and/or Performance Liquidated Damages by drawing on the Letter of
Credit. Liquidated Damages are the exclusive remedies for delays if and in
the event the Plant ultimately achieves Commercial Operation before the
amount of Schedule Liquidated Damages are exhausted. Further, provided
that Contractor has timely paid Schedule Liquidated Damages, the failure to
achieve Commercial Operation prior to one hundred fifty (150) days from the
Guaranteed Commercial Operation Date shall not be considered a default and
Owner shall not be entitled to terminate and/or assess actual damages
during that time frame.
(b) Except as provided in Section 11.07(c), Contractor's obligation
to pay Schedule Liquidated Damages and Performance Liquidated Damages when
and as provided in this Article is an absolute and unconditional
obligation, and shall not be released, discharged, diminished, or in any
way affected by (i) any default by Owner in the performance or observance
of any of its obligations hereunder, (ii) the assignment by Owner of this
Agreement to the Financing Parties or any other Person, or (iii) any other
circumstances, happening, condition or event. Contractor shall pay such
liquidated damages without deduction, set-off, reduction or counterclaim.
(c) Notwithstanding anything contained herein to the contrary, the
aggregate amount of Schedule Liquidated Damages and Performance Liquidated
Damages payable by Contractor hereunder shall not exceed twenty-five
percent (25%) of the Separated Contract Price. Subject to the aggregate
amount of liquidated damages referenced above, schedule liquidated damages
shall be limited to 15% of the Separated Contract Price and Performance
Liquidated Damages shall be limited to 15% of the Separated Contract Price.
Section 11.08. Payment of Bonuses.
(a) The aggregate of any Early Completion Bonus and/or Performance Bonus
shall be payable to Contractor in two (2) interest-free (until due, owing
and unpaid) equal semi-annual payments out of "Disttributable Cash"
following Final Acceptance of the Plant. Any amounts not paid hereunder
due to the inadequacy of "Distributable Cash" shall be carried over for
payment (with interest thereon accruing at the Stipulated Interest Rate)
until the next succeeding payment date. It is understood that no equity
distributions may be made to any partner of the Owner until any due or past-
due Early Completion Bonus or Performance Bonus amount is paid.
(b) Contractor understands and agrees that the distributions of
Distributable Cash may be restricted by the Security Deposit Agreement.
Contractor also agrees that any default, breach, rejection or repudiation
by Owner of any obligation or provision contained in this Sections 11.03,
11.06 and 11.08 shall not be a default by Owner under this Agreement;
provided, however, that if Owner repudiates (a) its obligations to make
payments first to Contractor before any distributions to any other person,
or (b) to cause the Trustee to make payments to Contractor required by
Section 11.08(d) hereof, as to which, in both cases, Contractor shall have
a legal claim sounding in debt, but only against such Distributable Cash
held by Owner but not paid to Contractor when owed, and in no event shall
Contractor terminate this Agreement on account of any such repudiation. In
no event shall Contractor make any claim against or assert any lien on the
Facility or any other asset of Owner by reason of the matters set forth in
this Sections 11.03, 11.06 and 11.08. The obligations to pay Early
Completion and/or Performance Bonus shall be non-recourse to Owner except
to the extent Owner receives Distributable Cash, and then recourse shall be
limited to such Distributable Cash. Contractor agrees that it shall have
no right to institute any action or proceeding or otherwise take any action
against the Owner trustee with respect to this Sections 11.03, 11.06 and
11.08.
(c) For purposes of Sections 11.03, 11.06 and 11.08 "Distributable Cash"
shall mean (A) for any period, the amount, if any by which project revenues
for such period exceed the sum of (i) project expenses for such period,
plus (ii) contribution to all reserve fund accounts for the period, plus
(iii) any required fees, and (B) "Indenture Agreement" shall mean that
certain Indenture Agreement between the Owner and the Person named as
Trustee in the Recitals of the Indenture Agreement.
(d) For so long as the Indenture Agreement is in effect, Owner agrees to
promptly distribute to Contractor, on a semi-annual basis, to the extent of
funds available therefor, the Distributable Cash, if any, payable to
Contractor hereunder, as provided in this Section 11.08 and pursuant to the
terms of the Indenture Agreement, in all cases senior and prior to any
payments of Distributable Cash to any other person.
(e) If the Indenture Agreement shall be amended or terminated so that
cash is no longer distributed to Owner thereunder, but is distributed to Owner
free and clear of any lien pursuant to some other agreement, then
"Distributable Cash" shall mean such cash being distributed to Owner pursuant
to such other agreement.
(f) The provisions of Sections 11.03, 11.06 and 11.08 above represent the
entire agreement of the parties concerning the payment of an Early
Completion Bonus and Performance Bonus and supersede, and shall not be
modified by, any Change Order.
Section 11.09. Determination of Performance.
(a) Contractor's compliance with the Minimum Performance Levels for
purposes of achieving Commercial Operation shall be determined on the basis
of the Minimum Performance Tests conducted in accordance with Article X and
the results of such tests shall be conclusive for such purpose. During the
Minimum Performance Test, the Net Power Output and net heat rate of the
Phase shall be measured concurrently at the same point while the Phase is
operating in compliance with the Emissions Guarantee (including for this
purpose all waivers and variances permitted under Applicable Permits).
(b) Subject to the tolerances set forth below, Contractor's
compliance with the Guaranteed Performance Levels, or the extent of its
failure to comply therewith, for purposes of achieving Final Acceptance
shall be determined on the basis of the Guaranteed Performance Tests
conducted in accordance with Article X and the results of such tests shall
be conclusive for such purpose. The Guaranteed Performance Tests shall be
conducted for each Phase separately and the results thereof shall be
combined in order to determine overall Plant performance as more fully
described in the Scope of Work. The Net Power Output and Net Heat Rate of
a Phase shall be determined pursuant to the Net Capacity and Heat Rate Test
and shall be measured concurrently at the same point while the Phase is
operating in compliance with the Emissions Guarantee (excluding for this
purpose all waivers and variances permitted under Applicable Permits).
Tolerances with respect to the results of the Guaranteed Performance Tests
shall be plus or minus one percent (1%) for the Plant Net Power Output
Guarantee and plus or minus two percent (2%) for the Plant Net Heat Rate
Guarantee. In the event the applicable Guaranteed Performance Test
demonstrates results at or within such tolerance bands, no liquidated
damages or bonuses shall be applicable. In the event the applicable
Guaranteed Performance Test demonstrates results outside of the relevant
tolerance band, liquidated damages and bonuses, as applicable, shall be
calculated on a "net" basis by deducting the amount of such tolerance band
from the results. Compliance with the Emissions Guarantee and the Noise
Guarantee shall be determined pursuant to the Emissions Test and the Noise
Test, respectively. The Emissions Test for each Phase shall be performed
by the earlier of (a) sixty (60) days after the Commercial Operation Date
for such Phase or (b) one hundred eighty (180) days after first fire for
such Phase.
Section 11.10. Minimum Performance Levels. Notwithstanding anything
herein to the contrary, it is a requirement that the Plant achieve the
Guaranteed Performance Levels as determined pursuant to Section 11.09(b) no
later than one hundred eighty (180) days after the Commercial Operation
Date of each Phase. Provided that each phase maintains Minimum Performance
Levels, the Contractor shall have the option during the one hundred eighty
(180) day period provided above to pay liquidated damages in lieu of
Guaranteed Performance Levels as specified in Section 11.05. There are not
liquidated damages payable by the Contractor hereunder in lieu of achieving
the emissions guarantee and the noise guarantee for the Plant. The Parties
agree that the Plant can only be operated in compliance with all Applicable
Permits. Notwithstanding anything contained herein to the contrary, in the
event that a phase has achieved Commercial Operation and prior to Final
Acceptance, such phase is not capable of being operated in accordance with
all the Plant's operating procedures and all applicable permits and the
other requirements of this Agreement, and all operating conditions
specified in the Scope of Work, Contractor shall be in default of this
Agreement.
Section 11.11. Retainage. No later than the earlier of (a) the
Financial Closing Date or (b) the date on which Owner provides a Notice to
Proceed, Contractor shall, at its own expense, cause the LC Issuing Bank to
issue and maintain, by renewal or replacement, for the periods specified
herein irrevocable, unconditional, transferable, standby, revolving letters
of credit in favor of Owner meeting the requirements of this Section 11.11
and in form and substance acceptable to Owner (as shown on Exhibit U
herein) and the Financing Parties (individually and collectively, the
"Letter of Credit"). The Letter of Credit shall constitute security for
Contractor's obligations hereunder. No later than ten (10) days after the
date hereof, Contractor shall provide to Owner a written commitment, in
form and substance acceptable to Owner and the Financing Parties, from the
LC Issuing Bank that it will issue and maintain the Letter of Credit.
Owner may, in its sole discretion, assign the Letter of Credit and such
written commitment to any Financing Party, lending agency, trustee or their
assignees or designees without the consent of Contractor. All fees and
charges, including, without limitation, issuing, commitment and operation
fees and charges, relating to the Letter of Credit shall be borne by
Contractor. The Letter of Credit shall comply with and be subject to the
following terms and conditions:
(a) Upon issuance, the Letter of Credit shall have a face amount
equal to ten percent (10%) of the total payments made (or to be made) by
Owner to Contractor through the date of such issuance. On a quarterly
basis, Contractor shall amend the Letter of Credit to an amount not less
than ten percent (10%) of the Milestone Payments scheduled to be made
during the next calendar quarter. Contractor shall not be entitled to
receive payment absent evidence that such amendments have been made. After
both Phases have successfully completed the Guaranteed Performance Tests,
Contractor may reduce the face amount of the Letter of Credit to an amount
equal to five percent (5%) of the Separated Contract Price. Thirty (30)
days after Final Acceptance, Owner shall return the Letter of Credit to the
LC Issuing Bank with instructions for cancellation.
(b) Following three (3) days written notice to Contractor, Owner
shall have the right to draw upon the Letter of Credit by presenting to the
LC Issuing Bank a draw certificate pursuant to the Letter of Credit
attached hereto as Exhibit U. Owner may draw upon the Letter of Credit for
Schedule Liquidated Damages, Performance Liquidated Damages for payment of
unpaid suppliers and payments made to remove liens filed by Contractor's
subcontractors, any and all other amounts payable to Owner hereunder and
for any other purpose specified in the draw certificate. Within two (2)
Business Days after any drawdown by Owner, Contractor shall restore the
Letter of Credit to the amount Contractor is required to maintain pursuant
to the preceding paragraph (a) and shall provide Owner and the Financing
Parties with evidence of such restoration. The Letter of Credit shall
allow Owner to immediately draw up to the full amount then available for
drawing thereunder in the event of any delay or failure by Contractor to
restore the Letter of Credit as so required.
(c) Each Letter of Credit shall have a term of at least twelve (12)
months. At least thirty (30) days prior to the expiration of the Letter of
Credit then in effect, Contractor shall cause the LC Issuing Bank to renew
the Letter of Credit or issue a new Letter of Credit and deliver such
renewed or new Letter of Credit to Owner.
(d) Owner, at Owner's expense, shall have the right to require
Contractor to provide a Bond to pay liens or claims pursuant to Section
53.201 through 53.211 of The Texas Property Code.
Section 11.12. Parent Guaranty. Contractor is a North Carolina
general partnership composed of Fluor Daniel, Illinois, Inc., a Delaware
corporation, and Duke Project Services, Inc., a North Carolina corporation.
The respective corporate parents are Fluor Daniel, Inc., a California
corporation and Duke Capital Corp., a Delaware corporation. Prior to
Financial Closing, Contractor shall provide to Owner an irrevocable,
unconditional guarantee in substantially the form of Exhibit I, duly
executed by the parent companies of both general partners for the benefit
of Owner and the Financing Parties under terms and conditions acceptable to
Owner and the Financing Parties ("Parent Guarantee"). In order to provide
Owner and the Financing Parties with evidence of Contractor's and
Contractor Parent Companies' financial ability to complete the Plant,
Contractor agrees to comply with reasonable requests for financial
information. Anything to the contrary notwithstanding, the Parent
Guarantee shall require Contractor's Parent Company to pay the reasonable
cost and expenses, including attorneys' fees, incurred in collecting funds
from Contractor Parent Company in the event of a default by Contractor
hereunder, or Contractor Parent Company under the Parent Guarantee.
ARTICLE XII
CONTRACTOR'S WARRANTIES
Section 12.01. Warranties.
(a) Contractor warrants to Owner that all Equipment and other items
furnished under this Agreement by Contractor shall be new and of good
quality, shall be free from improper workmanship and defective materials.
(b) Contractor warrants to Owner that the Work will be performed in a
good and workmanlike manner, and that the Plant will; (i) conform to and be
designed, engineered and constructed in accordance with the Drawings, Scope
of Work and other terms of this Agreement; (ii) conform with, and be
designed and engineered according to professional standards and skill,
expertise and diligence of design professionals regularly involved in major
power projects; and (iii) contain equipment, supplies and materials
described in the Scope of Work.
(c) Contractor warrants to Owner that none of the Work, the Plant,
the Equipment, the Drawings, Final Plans and the design, engineering and
other services rendered by Contractor hereunder, nor the use or ownership
thereof by Owner in accordance with the licenses granted hereunder,
infringes, violates or constitutes a misappropriation of any trade secrets,
proprietary rights, intellectual property rights, patents, copyrights or
trademarks.
(d) Contractor warrants to Owner that its professional services that
are used, involved or required for proper operation any computer function
or function of data or information retrieval or manipulation will be "Year
2000 Compliant," including that (i) no value for a current date will cause
interruptions in desired operation; (ii) all manipulations of calendar-
related data (dates, durations, days of week, etc.) will produce desired
results for all valid date values within the operation domain; (iii) date
elements in interfaces and data storage will permit specifying the century
in such a way as to eliminate ambiguity; and (iv) for any date element
represented without designation of the century, the correct century is
unambiguous for all manipulations involving that element. With respect to
equipment provided by subcontractors and suppliers of Contractor,
Contractor agrees to obtain the above warranty from said subcontractors and
suppliers and further agrees to assign said warranties to Owner upon
request and to use its best efforts to assist the Owner in enforcing these
warranties. Upon Owner's request, Contractor shall use all reasonable
efforts to force subcontractors to honor warranties, including, but not
limited to, filing suit to enforce same.
(e) Contractor warrants that it shall remedy any defects in the work
due to faulty design, materials or workmanship which appear within a period
of one (1) year following the Performance Test of Phase II. Irrespective
of the foregoing, the one-year warranty period referenced above begins at
Commercial Operation of each Phase with respect to the General Electric
turbines and accessory equipment. Except as provided below, Contractor
shall bear all costs of corrections and repairs. The provisions of this
Section apply to work done by Subcontractors of Contractor as well as work
done directly by Contractor. The provisions of this Section do not apply
to corrective work caused by the acts or omissions of Owner or any separate
contractor of Owner. If and in the event Owner notifies Contractor of a
defect within the warranty period alluded to above, Contractor, at
Contractor's expense, except for cost associated with removing and
replacing General Electric supplied and warranted Combustion Turbine
Generator and Steam Turbine Generator components (which shall be at Owner's
expense) shall perform all work necessary to remedy the defect and the
repair or replacement work performed by Contractor to accomplish that
purpose shall be subject to an additional one-year express warranty from
the date the repair or replacement is completed. Contractor's obligations
to remedy any defects surfacing after the warranty period referenced above
shall be limited by the proceeds, if any, of any applicable insurance
policy. Contractor agrees to reasonably cooperate with Owner at Owner's
expense to effect the collection of any such insurance proceeds.
(f) Contractor warrants that all turbine foundations shall be free
from material settlement for a period of two (2) years from the completion
of Phase II Performance Tests.
(g) THE WARRANTIES OF CONTRACTOR SET FORTH IN THIS AGREEMENT ARE
EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS
OR IMPLIED (INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND
USAGE OF TRADE). The foregoing sentence is not intended to disclaim any
other obligations of Contractor set forth herein.
Section 12.02. Repair of Nonconforming Work. If the Work or the Plant
is found to contain defects, or Contractor is otherwise in breach of any of
the warranties set forth in Section 12.01 within the Warranty Period, or
Contractor is otherwise in breach of any of the warranties set forth in
Section 12.01, Contractor shall at its expense correct, repair or replace
such Defect or otherwise cure such breach as promptly as practicable upon
being given notice thereof. Contractor shall bear all costs and expenses
associated with correcting any Defect or breach of warranty, including,
without limitation, necessary disassembly, transportation, reassembly and
retesting, as well as reworking, repair or replacement of such Work, and
disassembly and reassembly of piping, ducts, machinery, Equipment or other
Work as necessary to give access to improper, defective or non-conforming
Work. If Contractor is obligated to repair, replace or renew any Equipment,
item or portion of the Work hereunder, unless Contractor can demonstrate to
Owner's satisfaction that there is not a risk of the reoccurrence of such
problem, Contractor will undertake a technical analysis of the problem and
correct the "root cause". Contractor's obligations under this Section
shall not be impaired or otherwise adversely affected by any actual or
possible legal obligation or duty of any Vendor or Subcontractor to
Contractor or Owner concerning any Defect or breach of warranty. If
Contractor fails to complete or undertake with due diligence to complete
the correction of any Defect or cure of any breach of warranty as required
herein within twenty (20) days after receipt of written request by Owner to
perform such obligations, then Owner may correct or cause to be corrected
such Defect or cure such breach of warranty and Contractor shall be liable
for all reasonable costs, charges, and expenses incurred by Owner in
connection therewith, and Contractor shall within fifteen (15) days after
request therefor pay to Owner an amount equal to such costs, charges, and
expenses. Any such request by Owner shall be accompanied by proper
documentation evidencing such costs, charges and expenses. Any amounts not
paid when due shall accrue interest at the Reference Rate from the date due
until paid.
Section 12.03. Proprietary Rights. Without limiting any of the
provisions of this Agreement, if Owner or Contractor is prevented from
completing the Plant, the Work or any part thereof, or from the use,
operation, or enjoyment of the Plant, the Work or any part thereof as a
result of a claim, action or proceeding by any Person for unauthorized
disclosure, infringement or use of any trade secrets, proprietary rights,
intellectual property rights, patents, copyrights or trademarks arising
from Contractor's performance (or that of its Subcontractors or Vendors)
under this Agreement, including, without limitation, the Work, Equipment,
the Drawings, the Final Plans or other items and services provided by
Contractor or any Subcontractor or Vendor hereunder, Contractor shall
promptly take all actions necessary to remove such impediment.
Section 12.04. Repairs and Testing by Owner.
(a) During the Warranty Period, without prior notice to the
Contractor and without affecting the warranties of Contractor hereunder,
Owner shall be permitted to (i) make repairs or replacements on Equipment
so long as the repair or replacement involves the correct installation of
spare parts, and (ii) adjust or test Equipment as outlined in the
instruction manuals provided by the Contractor.
(b) In the event of an emergency and, in the reasonable judgment of
Owner, the delay that would result from giving notice to Contractor would
cause serious loss or damage which could be prevented by immediate action,
any action (including correction of Defects) may be taken by Owner or a
third party chosen by Owner, without giving prior notice to the Contractor,
and in the case of a Defect, the reasonable cost of correction shall be
paid by the Contractor. In the event such action is taken by Owner, the
Contractor shall be promptly notified within one Business Day after
correction efforts are implemented, and shall assist whenever and wherever
possible in making the necessary corrections.
Section 12.05. Vendors and Subcontractors. Contractor shall, for the
protection of Contractor and Owner, obtain from the Vendors and
Subcontractors such guarantees and warranties with respect to Work
performed and Equipment supplied, used and installed hereunder as are
reasonably obtainable, which guarantees and warranties shall equal or
exceed those set forth in Section 12.01 and shall be made available and
assignable to Owner and the Financing Parties to the full extent of the
terms thereof. Owner shall have the right to require Contractor to secure
additional warranty or extended guarantee protection pursuant to a Change
Order issued in accordance with the provisions of Article VI. Upon the
earlier of the Commercial Operation Date for each Phase or termination of
this Agreement, Contractor shall deliver to Owner copies of all relevant
contracts providing for such guarantees and warranties.
Section 12.06. Assignment of Warranties. Except as provided in
Section 12.01(d) of this Agreement, upon the earlier of the expiration of
Contractor's express warranty or termination of this Agreement, Contractor
shall assign to Owner all warranties received by it from Subcontractors and
Vendor or otherwise obtained under Section 12.05 pertaining to such Phase
(or the Plant or Work in the event of termination of this Agreement). Such
assignment of warranties to Owner must also allow Owner to further assign
such warranties. However, in the event that Owner makes any warranty claim
against Contractor with respect to Equipment or services supplied in whole
or in part by any Subcontractor or Vendor, and Contractor fulfills its
obligations with respect to such claim by Owner, Contractor shall be
entitled to enforce for its own benefit any warranty given by such
Subcontractor or Vendor with respect to such Equipment and services.
ARTICLE XIII
CONTRACTOR'S REPRESENTATIONS
Section 13.01. Representations and Warranties.
(a) Contractor represents and warrants to Owner that (i) Contractor
is a general partnership duly organized, validly existing, and in good
standing under the laws of North Carolina and is duly authorized and
qualified to conduct business in the State of Texas. Contractor has all
requisite power and authority to conduct its business, own its properties
and execute and deliver this Agreement and perform its obligations
hereunder in accordance with the terms hereof. The execution, delivery,
and performance of this Agreement have been duly authorized by all
requisite partnership action and this Agreement constitutes the legal,
valid and binding obligation of Contractor, enforceable against Contractor
in accordance with its terms. Neither the execution, delivery or
performance of this Agreement conflicts with, or results in a violation or
breach of the terms, conditions or provisions of, or constitutes a default
under, the organizational documents of Contractor or any agreement,
contract, indenture or other instrument under which Contractor or its
assets are bound, nor violates or conflicts with any Applicable Law or any
judgment, decree, order, writ, injunction or award applicable to
Contractor, (ii) Contractor is not in violation of any Applicable Law or
Applicable Permit, which violations, individually or in the aggregate,
would affect its performance of its obligations under this Agreement, (iii)
Contractor is the holder of all governmental consents, licenses,
permissions and other authorizations and Applicable Permits required to
operate and conduct its business now and as contemplated by this Agreement,
other than the Contractor Permits and Owner Permits which will be obtained
in accordance with the terms of this Agreement, (iv) there is no pending
controversy, legal action, arbitration proceeding, administrative
proceeding or investigation instituted, or to the best of Contractor's
knowledge threatened, against or affecting, or that could affect, the
legality, validity and enforceability of this Agreement or the performance
by Contractor of its obligations under this Agreement, nor does Contractor
know of any basis for any such controversy, action, proceeding or
investigation, (v) Contractor has examined this Agreement, including all
Exhibits attached hereto, thoroughly and become familiar with all its terms
and provisions, (vi) by itself and through its Subcontractors and Vendors
has the full experience and proper qualifications to design and perform the
Work and to construct the Plant in accordance with the terms of this
Agreement, (vii) has visited and examined the Property Site and is fully
familiar with such Property Site and surrounding area and based on such
visit and examination has no reason to believe that Contractor will be
unable to complete the Work in accordance with this Agreement; and to the
best of its knowledge, reviewed all other documents and information
necessary and available to Contractor in order to ascertain the nature,
location and scope of the Work, the character and accessibility of the
Property Site, the existence of obstacles to construction of the Plant and
performance of the Work, the availability of facilities and utilities, and
the location and character of existing or adjacent work or structures, and
(viii) the access rights granted to or obtained by Contractor to the Job
Site are adequate for the performance of the Work and operation of the
Plant.
(b) Owner represents and warrants to Contractor that (i) Owner is a
limited partnership duly organized, validly existing, and in good standing
under the laws of its organization and is duly authorized and qualified to
conduct business in the State of Texas; (ii) Owner has all requisite
partnership power and authority to conduct its business, own its properties
and execute and deliver this Agreement and perform its obligations
hereunder in accordance with the terms hereof; (iii) the execution,
delivery, and performance of this Agreement have been duly authorized by
all requisite partnership action and this Agreement constitutes the legal,
valid and binding obligation of Owner, enforceable against Owner in
accordance with its terms; (iv) neither the execution, delivery or
performance of this Agreement conflicts with, or results in a violation or
breach of the terms, conditions or provisions of, or constitutes a default
under, the organizational documents of Owner or any agreement, contract,
indenture or other instrument under which Owner or its assets are bound,
nor violates or conflicts with any Applicable Law or any judgment, decree,
order, writ, injunction or award applicable to Owner; (v) Owner is not in
violation of any Applicable Law or Applicable Permit, which violations,
individually or in the aggregate, would affect its performance of its
obligations under this Agreement; and (vi) Owner is the holder of all
governmental consents, licenses, permissions and other authorizations and
Applicable Permits required to operate and conduct its business now and as
contemplated by this Agreement, other than the Owner Permits which will be
obtained in accordance with the terms of this Agreement.
Section 13.02. Survival of Representations and Warranties. The
representations and warranties of Contractor herein shall survive execution
and termination of this Agreement.
ARTICLE XIV
FORCE MAJEURE AND OWNER CAUSED DELAY
Section 14.01. Definition of Force Majeure Event.
(a) As used herein, the term "Force Majeure Event" shall mean any
event or circumstance, or combination of events or circumstances, that
arise after the date hereof, are beyond the reasonable control of the Party
claiming the Force Majeure Event, are unavoidable or could not be prevented
or overcome by the reasonable efforts and due diligence of the Party
claiming the Force Majeure Event and has an impact which will actually,
demonstrably, adversely and materially affect Contractor's ability to
complete one or more Milestones by the required date and performance of its
obligations in accordance with the terms of this Agreement. Without
limiting the generality of the foregoing, events that may give rise to a
Force Majeure Event include, without limitation, acts of God, natural
disasters, fires, earthquakes, lightning, floods, storms, civil
disturbances, riots, war, strikes, lockouts or other labor disputes (except
as set forth below), and the action of or failure to act on the part of any
Government Authority having or asserting jurisdiction that is binding upon
the Parties and has been opposed by all reasonable means. For the
avoidance of doubt, the term "Force Majeure Event" does not include,
without limitation, events that affect the cost or availability of
equipment, labor, materials or supplies, or strikes, lockouts or other
labor disputes with respect to the Labor of the Party (or its
Subcontractors and Vendors, as applicable) desiring to claim a Force
Majeure Event.
(b) Contractor has included ordinary lost days due to adverse weather
in its agreement to perform within the times set forth herein and thus
Contractor shall not be entitled to an extension of the time as a result of
weather conditions normally experienced in the geographic area. Only when
the number of days lost or adverse weather exceeds the number usually
encountered in the geographic area for any given month (as reported by the
National Weather Service or some other agency) will time be extended by
the excess.
Section 14.02. Notice of Force Majeure Event. The Party claiming a
Force Majeure Event shall within five (5) Business Days after it knows or
should have known of the occurrence of the Force Majeure Event (or in any
event, no later than sixty (60) days after the commencement of the Force
Majeure Event), give the other Party written notice describing the details
of the cause and nature of the Force Majeure Event, the anticipated length
of delay due to the Force Majeure Event and any other affect on the Party's
performance of its obligations hereunder; provided that if the Force
Majeure Event results in a breakdown of communications rendering it not
reasonably practicable to give notice within the applicable time limit
specified herein, then the Party claiming a Force Majeure Event shall give
such notice as soon as reasonably practicable after the reinstatement of
communications, but no later than five (5) Business Days after such
reinstatement. Within fifteen (15) days after initial notification, such
Party shall provide sufficient proof of the occurrence and duration of such
Force Majeure Event to the other Party and shall thereafter provide the
other Party with periodic supplemental updates to reflect any change in
information given to the other Party as often as requested by the other
Party. The Party claiming the Force Majeure Event shall give notice to the
other Party of (a) the cessation of the relevant Force Majeure Event and
(b) the cessation of the effects of such Force Majeure Event on the
performance by it of its obligations under this Agreement as soon as
practicable after becoming aware of each of (a) and (b) above.
Section 14.03. Delay from Force Majeure Event. So long as the
conditions set forth in this Section 14.03 are satisfied and subject to
Section 14.07, neither Party shall be responsible or liable for or deemed
in breach of this Agreement because of any failure or delay in complying
with its obligations under or pursuant to this Agreement to the extent that
such failure has been caused, or contributed to, by one or more Force
Majeure Events or its effects or by any combination thereof, and in such
event:
(a) except as otherwise provided herein, the performance by the Party
claiming the Force Majeure Event of its obligations hereunder shall be
suspended, and in the event that such Party is required to start or
complete an action during a specific period of time, such start date or
period for completion shall be extended, on the condition that: (i) such
suspension of performance and extension of time shall be of no greater
scope and of no longer duration than is required by the effects of the
Force Majeure Event; (ii) the Party claiming the Force Majeure Event
complies with Section 14.02; and (iii) the Party claiming the Force Majeure
Event continually uses commercially reasonable efforts to alleviate and
mitigate the cause and effect of the Force Majeure Event and remedy its
inability to perform;
(b) except as otherwise provided herein, the performance by the Party
not claiming the Force Majeure Event of its obligations hereunder shall be
suspended, and in the event that such Party is required to start or
complete an action during a specific period of time, such start date or
period for completion shall be extended; provided that such suspension of
performance and extension of time shall be of no greater scope and of no
longer duration than is required by any suspension of performance or
extension of time pursuant to the preceding clause (a) or other effects of
the Force Majeure Event; and
(c) in the event Contractor desires to claim a Force Majeure Event,
it must submit a request for Changes pursuant to Section 6.02(b), and
Contractor shall only be entitled to suspension of performance or extension
of time (including an extension of any Guaranteed Commercial Operation
Date) with respect thereto to the extent agreed upon by both Parties
pursuant to a Change Order in accordance with the principles of Section
14.03 and 6.02(b). Notwithstanding the above, if and in the event a
particular Force Majeure Event extends for a period of time exceeding
thirty (30) days, the Contractor shall be entitled to a Change Order
compensating Contractor for demonstrated reasonable extended job site
overhead costs, including but not limited to, idle equipment costs,
incurred by reason of such delay.
Section 14.04. Definition of Owner Caused Delay. As used herein, the
term "Owner Caused Delay" shall mean a delay that will actually,
demonstrably, adversely, and materially affect the critical path of the
Project. Such delay must be caused directly and solely as a result of
Owner's failure to perform its obligations hereunder.
Section 14.05. Notice of Owner Caused Delay. In the event Contractor
desires to claim an Owner Caused Delay, Contractor shall within five (5)
Business Days after it knows or should have known of the occurrence of the
Owner Caused Delay, give Owner written notice describing the details of the
Owner Caused Delay, the anticipated length of delay due to the Owner Caused
Delay and any other affect on Contractor's performance of its obligations
hereunder. Within fifteen (15) days after initial notification, Contractor
shall provide sufficient proof of the occurrence and duration of such Owner
Caused Delay to Owner and shall thereafter provide Owner with periodic
supplemental updates to reflect any change in information given to Owner as
often as requested by Owner.
Section 14.06. Delay from Owner Caused Delay. So long as the
conditions set forth in this Section 14.06 are satisfied and subject to
Section 14.07, Contractor shall not be responsible or liable for or deemed
in breach of this Agreement because of any failure or delay in completing
the Work in accordance with the Project Schedule or achieving Commercial
Operation by the Guaranteed Commercial Operation Date to the extent that
such failure has been caused by one or more Owner Caused Delays, and in
such event, except as otherwise provided herein, the start date or period
for completion of any portion of the Work shall be extended, on the
condition that: (i) such suspension of performance and extension of time
shall be of no greater scope and of no longer duration than is required by
the effects of the Owner Caused Delay; (ii) Contractor complies with
Section 14.05; and (iii) Contractor provides all assistance reasonably
requested by Owner for the elimination or mitigation of the Owner Caused
Delay. In the event Contractor desires to claim an Owner Caused Delay, it
must submit a request for Changes pursuant to Section 6.02(b), and
Contractor shall be entitled to suspension of performance or extension of
time (including an extension of any Guaranteed Commercial Operation Date)
together with demonstrated reasonable extended Job Site overhead costs,
including but not limited to, idle equipment costs, incurred by reason of
such delay to the extent agreed upon by both Parties pursuant to a Change
Order in accordance with the principles of Sections 14.03 and 6.02(b).
Section 14.07. Performance Not Excused. The payment of money owed
shall not be excused because of a Force Majeure Event or Owner Caused
Delay. In addition, a Party shall not be excused under this Article from
timely performance of its obligations hereunder to the extent that the
claimed Force Majeure Event or Owner Caused Delay was caused by any
negligent or intentional acts, errors, or omissions, or for any breach or
default of this Agreement by such Party. Furthermore, no suspension of
performance or extension of time shall relieve the Party benefiting
therefrom from any liability for any breach of the obligations that were
suspended or failure to comply with the time period that was extended to
the extent such breach or failure occurred prior to the occurrence of the
applicable Force Majeure Event or Owner Caused Delay. Notwithstanding
anything contained herein to the contrary, Contractor shall not be entitled
to receive any reimbursement or compensation for demobilization and/or
remobilization required as a result of any Force Majeure Event.
ARTICLE XV
TERMINATION
Section 15.01. Contractor Events of Default. The occurrence and
continuation of any of the following events shall constitute an event of
default by Contractor (each a "Contractor Event of Default"):
(a) the failure of Contractor to achieve Phase I Commercial Operation
by the Phase I Guaranteed Commercial Operation Date and maintain sufficient
schedule progress subject to the provisions of 5.02(d) (in the opinion of
the Independent Engineer), that will result in achieving Phase I Commercial
Operation by December 1, 2000;
(b) the failure of Contractor to pay Scheduled Liquidated Damages as
required herein;
(c) the failure of Contractor to achieve Final Acceptance within 180
days, after the Phase II Guaranteed Commercial Operation Date;
(d) the failure of Contractor to achieve the Mechanical Completion of
Phase I Milestone and to provide a recovery plan, consistent with the
requirements of 5.02(d), that demonstrates, to the satisfaction of the
Independent Engineer within sixty (60) days, that Contractor can achieve
Phase I Commercial Operation by December 1, 2000;
(e) the failure of Contractor to maintain Minimum Performance Levels
after Commercial Operation and prior to Final Acceptance;
(f) if between Commercial Operation and Final Acceptance, each Plant
is not capable of being operated in accordance with Plant Operating
Procedures and all applicable permits, and other requirements of the
Agreement, and all operating conditions specified in the Scope of Work;
(g) any failure by Contractor to make any payment or payments
required to be made to Owner under this Agreement within ten (10) days
after receipt of written notice from Owner of Contractor's failure to make
such payment or payments, except where such payment or payments are
disputed by Contractor in good faith;
(h) any breach by Contractor of any representation or warranty
contained herein, or any obligation, covenant or agreement hereunder not
otherwise specified herein, including any event of default under Section
15.01(e) or Section 15.01(f) and (i) such breach is not cured by Contractor
within fifteen (15) days after notice thereof from Owner, or (ii) if such
breach is not capable of being cured within such fifteen (15) day period
(as determined by Owner in its sole discretion), Contractor (A) fails to
commence to cure such breach within such fifteen (15) day period, (B) fails
to thereafter diligently proceed to cure such breach in a manner
satisfactory to Owner in its sole discretion or (C) fails to cure such
breach within ninety (90) days after notice thereof from Owner;
(i) any of the following occurs: (i) Contractor or Contractor Parent
Company consents to the appointment of or taking possession by, a receiver,
a trustee, custodian, or liquidator of itself or of a substantial part of
its assets, or fails or admits in writing its inability to pay its debts
generally as they become due, or makes a general assignment for the benefit
of creditors; (ii) Contractor or Contractor Parent Company files a
voluntary petition in bankruptcy or a voluntary petition or an answer
seeking reorganization in a proceeding under any applicable bankruptcy or
insolvency laws or an answer admitting the material allegations of a
petition filed against it in any such proceeding, or seeks relief by
voluntary petition, answer or consent, under the provisions of any now
existing or future bankruptcy, insolvency or other similar law providing
for the liquidation, reorganization, or winding up of corporations, or
providing for an agreement, composition, extension, or adjustment with its
creditors; (iii) a substantial part of Contractor's or Contractor Parent
Company's assets is subject to the appointment of a receiver, trustee,
liquidator, or custodian by court order and such order shall remain in
effect for more than thirty (30) days; or (iv) Contractor or Contractor
Parent Company is adjudged bankrupt or insolvent, has any property
sequestered by court order and such order shall remain in effect for more
than thirty (30) days, or has filed against it a petition under any
bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation law of any jurisdiction, whether now or
hereafter in effect, and such petition shall not be dismissed within thirty
(30) days of such filing;
(j) the dissolution of Contractor, except for the purpose of merger,
consolidation or reorganization where the successor expressly assumes
Contractor's obligations hereunder and such assignment and assumption does
not materially adversely affect the ability of the successor to perform its
obligations under this Agreement and the Parent Guaranty remains in full
force and effect for the obligations of such successor;
(k) the transfer by Contractor of (i) all or a substantial portion of
the rights and/or obligations of Contractor hereunder, except for an
assignment permitted hereunder, or (ii) all or a substantial portion of the
assets or obligations of Contractor, except where the transferee expressly
assumes the transferred obligations and such transfer does not materially
adversely affect the ability of Contractor or the transferee, as
applicable, to perform its obligations under this Agreement, as determined
by Owner in its sole discretion; or
(l) the failure of Contractor to provide and maintain in full force
and effect a Parent Guaranty of Contractor Parent Company acceptable to
Owner and the Financing Parties prior to Financial Closing.
Section 15.02. Termination by Owner due to Contractor Default.
(a) Upon the occurrence and during the continuance of a Contractor
Event of Default, Owner may terminate this Agreement, without prejudice to
any other rights and remedies available to Owner, by giving written notice
thereof to Contractor, which termination shall be effective upon the giving
of such notice by Owner. Notwithstanding the above, no right to terminate
exists if the Contractor's failure to achieve Guaranteed Performance Levels
has been remedied through the payment of Performance Liquidated Damages as
provided for herein.
(b) In the event of a termination by Owner under this Section, Owner
shall have the right to take possession of and use all of the Contractor
Equipment located at the Job Site on the date of such termination for the
purpose of completing the Work and may employ any other Person to complete
the Work by whatever method that Owner may deem necessary. Contractor
shall not charge any rent or other fees to Owner for the use of Contractor
Equipment owned by Contractor, and Contractor shall promptly assign to
Owner all lease agreements for Contractor Equipment leased by Contractor.
Owner may make such expenditures as in Owner's sole judgment will
accomplish the timely completion of the Work in accordance with the terms
hereof.
(c) In the event of termination by Owner under this Section,
Contractor shall not be entitled to receive any further payments under this
Agreement, except for (i) payments for Work (other than Prefunding Work)
completed prior to such termination for which Contractor has not previously
been paid and (ii) payments for Prefunding Work, if any, due pursuant to
Section 7.02. Owner shall determine the amount of consideration for such
completed Work (other than Prefunding Work) in accordance with the
Milestone Payment Table for completed Milestones and Contractor's Rate
Schedule (Exhibit K) for any partially completed Milestones. Owner shall
be entitled to offset against such amount due to Contractor any amounts due
to Owner by Contractor. Any amounts due to Contractor under this Section
15.02(c) shall be paid to Contractor within thirty (30) days after the
Final Acceptance Date (as achieved by the substitute contractor).
(d) In the event of termination by Owner under this Section,
Contractor shall be responsible for and shall reimburse Owner for the
following amounts: (i) all costs and expenses incurred by Owner to engage
a substitute contractor to complete (or cure deficiencies in) the Work,
including, without limitation, overhead and legal, engineering and other
professional expenses; (ii) all costs and expenses incurred in connection
with the termination of this Agreement, including costs and expenses
incurred in connection with the obligations set forth under Section 15.09;
(iii) the amount by which (A) the cost to complete (or cure deficiencies
in) the Work plus the amount payable by the Owner to the Contractor
pursuant to this Contract, exceeds (B) the Separated Contract Price; and
(iv) all actual damages occasioned by reason of said default, except that
Contractor agrees that schedule liquidated damages shall apply in lieu of
delay damages for late performance.
Section 15.03. Termination by Owner for Convenience. Owner may
terminate this Agreement at any time for any reason in its sole discretion
by giving written notice thereof to Contractor, which termination shall be
effective upon the giving of such notice by Owner. Upon receiving any such
notice of termination, Contractor shall stop performing the Work and shall
cancel as quickly as possible all orders placed by it with Subcontractors
and Vendors and shall use all reasonable efforts to minimize cancellation
charges and other costs and expenses associated with the termination of the
Agreement. In the event of a termination by Owner under this Section,
Contractor shall be entitled to receive a termination payment (the
"Termination Payment") equal to the sum of the following, without
duplication: (a) that portion of the Separated Contract Price that is
applicable to Work (other than Prefunding Work) completed up to the date of
termination that has not previously been paid to Contractor (as determined
below); (b) payments for Prefunding Work, if any, due pursuant to Section
7.02; (c) the expenses reasonably incurred by Contractor in withdrawing its
equipment and personnel from the Job Site and in otherwise demobilizing;
(d) the expenses reasonably incurred by Contractor in terminating contracts
with Subcontractors and Vendors pertaining to the Work (excluding fees of
any Affiliates of Contractor), except to the extent Owner has instructed
Contractor not to terminate such contracts; and (e) the expenses incurred
in connection with Contractor's obligations set forth under Section 15.09
(to the extent not otherwise reimbursed pursuant to the preceding clause
(a)). Owner and Contractor shall determine the amount due to Contractor
pursuant to the preceding clause (a) in accordance with the Milestone
Payment Table for completed Milestones and accordance with the Cost Plus
Formula for partially completed Milestones. Contractor shall document the
costs claimed under clauses (b), (c), (d) and (e) above to Owner's
satisfaction and shall supply Owner with copies of the Subcontractor and
Vendor invoices and other receipts covering amounts claimed under such
clauses. Contractor shall submit an invoice to Owner for the Termination
Payment with the supporting information and documents referred to above,
and Owner shall pay such invoice within thirty (30) days after its receipt
of same unless it disputes any portion thereof, in which event Owner shall
only pay the undisputed portion of the Termination Payment within such
thirty (30) day period and the dispute over the remainder of the claimed
Termination Payment may be resolved pursuant to Article XVII. Contractor
shall utilize reasonable commercial efforts to include termination for
convenience provision with terms similar to the foregoing in all
subcontracts, contracts and purchase orders.
Section 15.04. Suspension by Owner for Convenience. Owner may suspend
all or a portion of the Work to be performed under this Agreement at any
time for any reason in its sole discretion by giving written notice thereof
to Contractor. Upon receiving any such notice of suspension, unless the
notice requires otherwise, Contractor shall: (a) immediately discontinue
the Work on the date and to the extent specified in the notice; (b) place
no further orders or subcontracts for Equipment, services or facilities
with respect to suspended Work, other than to the extent required in the
notice; (c) promptly make every reasonable effort to obtain suspension,
with terms satisfactory to Owner, of all orders, subcontracts and rental
agreements to the extent they relate to performance of suspended Work; (d)
continue to protect and maintain the Work performed, including those
portions on which Work has been suspended; and (e) take any other
reasonable steps to minimize costs and expenses associated with such
suspension. As full compensation for any suspension under this Section,
Contractor will be reimbursed by Owner for the following costs, reasonably
incurred, without duplication of any item, to the extent that such costs
directly result from such suspension of the Work and to the extent that
they do not reflect reimbursement for Contractor's, Vendors' or
Subcontractors' anticipated profit from unperformed work: (a) a standby
charge, sufficient to compensate Contractor for keeping, to the extent
required in the suspension notice, its organization and the Contractor
Equipment committed to the Work on a standby basis, as agreed to by Owner
and Contractor; (b) all necessary and reasonable costs incurred in
connection with demobilization and remobilization of Contractor's facility
and Labor and the Contractor Equipment; and (c) an equitable amount to
reimburse Contractor for the cost of receiving, maintaining and protecting
that portion of Work upon which performance has been suspended, as agreed
to by Owner and Contractor. Upon delivery of notice by Owner to Contractor
to resume suspended Work, Contractor shall immediately resume performance
under this Agreement to the extent required in the notice. If Contractor
desires to request a Change Order as a result of a suspension of Work under
this Section, it must, within fourteen (14) days after receipt of notice to
resume the suspended Work, submit to Owner a request for Changes in
accordance with Article VI, which request shall be accompanied by
sufficient documentation setting forth the schedule impact and monetary
extent of such claim in sufficient detail to permit thorough analysis by
Owner; provided that if such information is not available within such
fourteen (14) day period, Contractor shall notify Owner of such within such
fourteen (14) day period and provide an expected date (which shall be as
soon as reasonably practicable) for providing such information. If
Contractor does not submit a request for Changes within such fourteen (14)
day period and provide the information regarding schedule and monetary
impact as required above within such fourteen (14) day period (or by the
expected date if not possible during such fourteen (14) day period),
Contractor shall not be entitled to any additional consideration or other
amendments hereto and shall be deemed to have waived all claims and offsets
against Owner as a result of the suspension of Work. Contractor shall
permit access by Owner to pertinent records for purposes of reviewing the
claims by Contractor of schedule and monetary impact. No adjustment to the
Guaranteed Commercial Operation Dates, Separated Contract Price or other
terms herein shall be made for any suspension of Work under this Section to
the extent that performance would have been suspended, delayed or
interrupted as a result of any Force Majeure Event or Contractor's
noncompliance with the requirements of this Agreement. Contractor shall
use reasonable commercial efforts to include a suspension for convenience
provision with terms similar to the foregoing in all subcontracts and
purchase orders.
Section 15.05. Termination Due To Force Majeure Event. If a Force
Majeure Event has occurred and continues for a period of at least three
hundred and sixty-five (365) days, then, notwithstanding that the Parties
may by reason thereof have been granted an extension of required dates,
either Party may deliver a written notice to the other Party stating its
intention to terminate this Agreement. If at the expiration of thirty (30)
days after the other Party's receipt of such notice, the Force Majeure
Event is continuing, this Agreement shall terminate immediately. In the
event of such termination, Contractor shall be entitled to receive (a)
payments for Work (other than Prefunding Work) completed prior to such
termination for which Contractor has not previously been paid and (b)
payments for Prefunding Work, if any, due pursuant to Section 7.02. The
amount of consideration for such completed Work (other than Prefunding
Work) shall be determined in accordance with the Milestone Payment Table
for completed Milestones and the Cost Plus Formula for any partially
completed Milestones. Each Party shall bear its own costs and expenses in
connection with a termination of this Agreement pursuant to this Section.
Section 15.06. Termination by Contractor. Contractor may terminate
this Agreement upon the following terms and conditions:
(a) In the event that Owner fails to make any payment of amounts due
to Contractor hereunder by the date such payment becomes due (other than
payment of amounts disputed by Owner), Contractor may give written notice
thereof to Owner. If the amount due, plus any interest due thereon, is not
paid within thirty (30) days after the date of Owner's receipt of such
notice from Contractor, then Contractor shall have, at its option, the
right to suspend its performance of the Work. If Contractor so suspends
performance of the Work hereunder, it shall immediately resume performance
of the Work upon receipt of payment of the amounts due (other than disputed
amounts). At any time during a suspension of Work by Contractor under this
paragraph (a), Contractor may give written notice to Owner of its intent to
terminate this Agreement. If all amounts due (other than disputed amounts)
are not paid by Owner within thirty (30) days after Owner's receipt of such
notice from Contractor, this Agreement shall terminate immediately. In the
event of such termination, Contractor shall be entitled to a Termination
Payment in accordance with the terms of Section 15.03.
(b) If after the Financial Closing Date, the duration of suspension
of Work by Owner pursuant to Section 15.04 and Owner Caused Delays exceed
two hundred seventy (270) days, Contractor may give written notice to Owner
of its intention to terminate this Agreement. If at the expiration of
fifteen (15) days after Owner's receipt of such notice, Owner has not
provided Contractor with a notice to resume the suspended Work or the Owner
Caused Delay is continuing, as the case may be, this Agreement shall
terminate immediately. In the event of such termination, Contractor shall
be entitled to receive compensation for Work completed prior to such
termination for which Contractor has not previously been paid. The amount
of consideration for such completed Work shall be determined in accordance
with the Milestone Payment Table for completed Milestones and the
Contractor's Rate Schedule Exhibit K, for any partially completed
Milestones. Contractor shall bear all costs and expenses in connection
with a termination of this Agreement pursuant to this paragraph (b).
Section 15.07. Continuing Obligations and Remedies During Event
of Default. In the event of the occurrence of any default hereunder (a)
neither Party shall be relieved of any of its liabilities or obligations
hereunder, unless and until such liabilities and obligations are terminated
in accordance with the provisions hereof, and (b) each Party shall have the
right to pursue any right or remedy available to it, hereunder.
Section 15.08. Obligations Upon Termination. Upon a termination of
this Agreement pursuant to this Article XV: (a) Contractor shall leave the
Job Site and remove from the Job Site all the Contractor Equipment, waste,
rubbish and Hazardous Material as Owner may request; (b) Owner shall take
possession of the Job Site and of the Equipment (whether at the Job Site,
in transit or otherwise); (c) Contractor shall promptly assign to Owner or
its designee any contract rights (including warranties, licenses, patents
and copyrights) that it has to any and all Equipment and the Work,
including, without limitation, contracts with Subcontractors and Vendors,
and Contractor shall execute such documents as may be reasonably requested
by Owner to evidence such assignment; (d) Contractor shall promptly furnish
Owner with copies of all Drawings and, to the extent available, Final
Plans; (e) Contractor shall provide Owner and its designee with the right
to use, free of charge, all patented, copyrighted and other proprietary
information relating to the Work that Owner deems necessary to complete the
Work, and Contractor shall execute such documents as may be reasonably
requested by Owner to evidence such right; (f) Contractor shall assist
Owner in preparing an inventory of all Equipment in use or in storage at
the Job Site; and (g) Contractor shall take such other action as required
hereunder upon termination of this Agreement.
Section 15.09. Termination and Survival of Terms. Upon termination of
this Agreement pursuant to this Article XV, the rights and obligations of
the Parties hereunder shall terminate, except for (a) rights and
obligations accrued as of the date of termination, (b) rights and
obligations arising out of events occurring prior to the date of
termination and (c) the rights and obligations of the Parties.
ARTICLE XVI
INDEMNIFICATION
Section 16.01. Contractor Indemnification. To the extent of and in
proportion to its share of negligence as determined pursuant to Section
16.04, Contractor agrees to indemnify, defend and hold Owner and its
Affiliates and their respective directors, officers, employees,
representatives, agents, advisors, consultants and counsel harmless from
and against any and all losses, claims, obligations, demands, assessments,
penalties, liabilities, costs, damages and expenses (including attorneys'
fees and expenses) (collectively, "Damages") asserted against or incurred
by such indemnities by reason of or resulting from any and all of the
following:
(a) any bodily injury, death or damage to property caused by any act
or omission or the willful misconduct of Contractor or its Subcontractors
or Vendors relating to this Agreement;
(b) any third party (excluding Affiliates of Owner or Financial
Parties) claims resulting in bodily or property damage arising out of
defective and/or nonconforming work arising out of this Agreement;
(c) claims by any Government Authority for any Contractor Taxes;
(d) any pollution or contamination which may originate from sources
in Contractor's and its Subcontractors' and Vendors' possession and control
excluding preexisting hazardous material, including, without limitation,
from Hazardous Material, toxic waste, industrial hazards, sanitary waste,
fuel, lubricant, motor oil, paint, solvent, bilge and garbage;
(e) any Lien in respect to the Plant, this Agreement, the Equipment,
the Job Site or any fixtures or personal property included in the Work
(whether or not any such Lien is valid or enforceable) created by, through
or under, or as a result of any act or omission (or alleged act or
omission) of, Contractor or any Subcontractor, Vendor or other Person
providing labor or materials in connection with the Work; and
(f) any claim, action or proceeding by any Person for unauthorized
disclosure, infringement or use of any trade secrets, proprietary rights,
intellectual property rights, patents, copyrights or trademarks arising
from (i) Contractor's performance (or that of its Subcontractors or
Vendors) under this Agreement, including, without limitation, the Work,
Equipment, Drawings, Final Plans or other items and services provided by
Contractor or any Subcontractor or Vendor hereunder, (ii) use or ownership
of the Drawings and Final Plans, or (iii) use, operation or ownership of the
Plant or any portion thereof.
Section 16.02. Owner Indemnification. Owner agrees to indemnify,
defend and hold Contractor and its Affiliates and their respective
directors, officers, employees, representatives, agents, advisors,
consultants and counsel harmless from and against any and all Damages
asserted against or incurred by such indemnitees by reason of or resulting
from any and all of the following:
(a) claims by any Government Authority for any Owner Taxes;
(b) any Pre-Existing Hazardous Material on the Property Site, except
to the extent that Contractor's or its Subcontractors' or Vendors' acts or
omissions have been negligent or willful and thereby caused a release of
Pre-Existing Hazardous Material, exacerbated the Pre-Existing Hazardous
Material or rendered removal or remediation of Pre-Existing Hazardous
Material more costly; and
(c) claims arising out of Contractor's use of Owner supplied
specification for the gas and steam turbine generators and ancillary
equipment.
Section 16.03. Conditions of Indemnification. The respective rights
and obligations of the Parties and the other indemnitees under this Article
XVI with respect to claims resulting from the assertion of liability by
third parties shall be subject to the following terms and conditions:
(a) Notice of Proceedings. Within fourteen (14) days (or such
earlier time as might be required to avoid prejudicing the indemnifying
Party's position) after receipt of notice of commencement of any action
evidenced by service of process or other legal pleading, the Person
claiming to be indemnified under the terms of this Section (the
"indemnified Person") shall give the Party from which indemnification is
sought (the "indemnifying Party") written notice thereof, together with a
copy of such claim, process or other legal pleading. Failure of the
indemnified Person to give such notice will not reduce or relieve the
indemnifying Party of liability hereunder unless and to the extent that the
indemnifying Party was precluded from defending such claim, action, suit or
proceeding as a result of the failure of the indemnified Person to give
such notice. In any event, the failure to so notify shall not relieve the
indemnifying Party from any liability that it may have to the indemnifying
Person otherwise than under this Article XVI.
(b) Conduct of Proceedings. Each Party and each other indemnitee
shall have the right, but not the obligation, to contest, defend and
litigate any claim, action, suit or proceeding by any third party alleged
or asserted against it arising out of any matter in respect of which it is
entitled to be indemnified hereunder and the reasonable costs and expenses
thereof (including reasonable attorneys fees and expert witness fees)
shall be subject to the said indemnity; provided that the indemnifying
Party shall be entitled, at its option, to assume and control the defense
of such claim, action, suit or proceeding at its expense upon its giving
written notice thereof to the indemnified Person. The indemnified Person
shall provide reasonable assistance to the indemnifying Party, at the
indemnifying Party's expense, in connection with such claim, action, suit
or proceeding. Upon such assumption, the indemnifying Party shall
reimburse the indemnified Person for the reasonable costs and expenses
previously incurred by it prior to the assumption of such defense by the
indemnifying Party. The indemnifying Party shall keep the indemnified
Person informed as to the status and progress of such claim, action, suit
or proceeding. Except as set forth in paragraph (c) below, in the event
the indemnifying Party assumes the control of the defense, the indemnifying
Party will not be liable to the indemnified Person under this Article for
any legal fees or expenses subsequently incurred by the indemnified Person
in connection with such defense. The indemnifying Party shall control the
settlement of all claims over which it has assumed the defense; provided,
however, that the indemnifying Party shall not agree to or conclude any
settlement that affects the indemnified Person without the prior written
approval of the indemnified Person, (whose said approval shall not be
unreasonably withheld).
(c) Representation. In the event the indemnifying Party assumes
control of the defense, the indemnified Person shall have the right to
employ its own counsel and such counsel may participate in such claim,
action, suit or proceeding, but the fees and expenses of such counsel shall
be at the expense of such indemnified Person, when and as incurred, unless:
(i) the employment of counsel by such indemnified Person has been
authorized in writing by the indemnifying Party; (ii) the indemnified
Person shall have reasonably concluded that there may be a conflict of
interest between the indemnifying Party and the indemnified Person in the
conduct of the defense of such action; or (iii) the indemnified Person
shall have reasonably concluded and specifically notified the indemnifying
Party either that there may be specific defense available to it which are
different from or additional to those available to the indemnifying Party.
If any of the preceding clauses (i) through (iii) shall be applicable, then
counsel for the indemnified Person shall have the right to direct the
defense of such claim, action, suit or proceeding on behalf of the
indemnified Person and the reasonable fees and expenses of such counsel
shall be reimbursed by the indemnifying Party.
Section 16.04. Contributory Negligence. If, due to the joint,
concurring, comparative or contributory fault, negligence or willful
misconduct of the Parties which gives rise to Damages for which the Parties
are entitled to indemnification under this Article, then such Damages shall
be allocated between the Parties in proportion to their respective degrees
of fault, negligence or willful misconduct contributing to such Damages.
Section 16.05. Remedies Not Exclusive. The rights of indemnity shall
not be exclusive with respect to any other right or remedy provided for in
this Agreement, either in law or equity.
Section 16.06. Tax Effect of Indemnification. Notwithstanding any
term or provision of this Agreement to the contrary, any indemnity payments
owned by a Party shall be reduced by any tax benefits to the indemnified
Person and increased by any tax detriments to the indemnified Person
resulting from such indemnity payment.
Section 16.07. Survival of Indemnification. The indemnification
provisions of this Article shall survive the Final Acceptance Date and the
termination of this Agreement.
ARTICLE XVII
DISPUTE RESOLUTION
Section 17.01. Friendly Consultation. In the event of any dispute,
controversy or claim between the Parties arising out of or relating to this
Agreement, or the breach, termination or invalidity thereof (collectively,
a "Dispute"), the Parties shall attempt in the first instance to resolve
such Dispute through friendly consultations between the Parties. If such
consultations do not result in a resolution of the Dispute within thirty
(30) days, then the Dispute may be submitted by either Party to binding
arbitration pursuant to the terms of Section 17.02, irrespective of the
magnitude thereof, the amount in dispute or whether such Dispute would
otherwise be considered justifiable or ripe for resolution by any court or
arbitral tribunal, by giving written notice thereof to the other Party;
provided, however that in no event shall a Party have the right to submit
the Dispute to arbitration if the institution of legal or equitable
proceedings based on such Dispute would be barred by any applicable statute
of limitations. The Parties agree to attempt to resolve all Disputes
arising hereunder promptly, equitably and in a good faith manner. The
Parties further agree to provide each other with reasonable access during
normal business hours to any and all non-privileged records, information
and data pertaining to such Dispute.
Section 17.02. Arbitration.
(a) Except as otherwise provided in Section 17.01 and Owner's
injunctive relief in accordance with Section 18.04, any Dispute shall be
settled exclusively and finally by binding arbitration in accordance with
the provisions of this Section. This Agreement and the rights and
obligations of the Parties shall remain in full force and effect pending
the award in such arbitration proceeding, which award shall determine
whether and when termination of this Agreement, if relevant, shall become
effective.
(b) The arbitration shall be conducted in accordance with the
Construction Industry Arbitration Rules of the American Arbitration
Association, except as such rules conflict with the provisions of this
Article XVII, in which event the provisions of this Article XVII shall
prevail.
(c) Any Party electing to arbitrate a Dispute shall designate its
nomination for an arbitrator in its notice to the other Party electing to
submit the Dispute to arbitration. The Party receiving such notice shall,
within ten (10) Business Days thereafter, by return written notice, state
whether it will accept such nomination, or decline to accept it and
designate its nomination for an arbitrator. One arbitrator shall control
the proceedings if such nomination of an arbitrator is accepted or if the
receiving Party fails to nominate an arbitrator within the required ten
(10) day period. If the receiving Party timely nominates an arbitrator,
the arbitral tribunal shall consist of three (3) arbitrators, with the two
selected arbitrators choosing a third. In the event the arbitrators fail
to appoint the third arbitrator within thirty (30) days after they have
accepted their appointment, the third arbitrator shall be appointed by the
American Arbitration Association. No arbitrator shall be a former or
present Affiliate, employee, director, officer, agent, representative,
advisor, consultant or counsel of either Party.
(d) The place of arbitration shall be Dallas, Texas, unless in any
particular case the Parties agree upon a different venue. Within ten (10)
days after the selection of the arbitrator(s), the arbitrator(s) shall
convene by teleconference with the Parties and establish the time and
procedure for arbitration; provided, however, that the arbitrator(s) must
use their best efforts to establish the arbitration as soon as practicable,
but not later than twenty-one (21) days after such teleconference.
(e) The arbitrator(s) shall not have the authority to amend or modify
the terms of this Agreement. Any decision or award of the arbitrator(s)
pursuant to this Section 17.02 shall be final and binding upon the Parties.
The Parties agree that the arbitral award may be enforced against the
Parties to the arbitration proceeding or their assets wherever they may be
found and that a judgment upon the arbitral award may be entered in any
court having competent jurisdiction thereof. The Parties expressly submit
to the jurisdiction of any such court. The Parties hereby waive, to the
extent permitted by law, any rights to appeal or to review of such award by
any court or tribunal. The prevailing party in any arbitration proceeding
shall be entitled to recovery costs, and reasonable and necessary
attorney's fees.
(f) Interest at the Reference Rate from the date the amount in
dispute was first due until the date of payment shall be due and payable to
the Party in receipt of an arbitration award.
(g) The rights and obligations of the Parties under this Article XVII
shall not be impaired, reduced or otherwise affected as a result of any of
the following: (i) the receipt by a Party from any third party of any
amounts in reimbursement of Damages that are the subject of the Dispute; or
(ii) either Party has assigned or otherwise transferred any or all of its
rights and/or obligations under this Agreement as permitted hereunder.
Section 17.03. Continuing Obligations and Rights. When any Dispute
occurs and is the subject of friendly consultations or arbitration,
Contractor shall continue the Work in accordance with the Project Schedule
and the terms hereof and Owner shall continue to make payments of
undisputed amounts in accordance with this Agreement, and the Parties shall
otherwise continue to exercise their rights, and fulfill their respective
obligations, under this Agreement. While any friendly consultations or
arbitration is pending, neither Party shall exercise any other remedies
hereunder arising by virtue of the matters in Dispute.
Section 17.04. Interim Remedies. Before a notice to arbitrate is
given or prior to the selection of the arbitrator(s), nothing contained
herein shall prevent a Party from applying to a court that would otherwise
have jurisdiction for provisional or interim measures. After the
arbitrator(s) has been selected, they shall have sole jurisdiction to hear
such applications, except that any measures ordered by the arbitrator(s)
may be immediately and specifically enforced by a court otherwise having
jurisdiction over the Parties.
Section 17.05. Tolling Statute of Limitations. All applicable
statutes of limitation and defenses based upon the passage of time and
similar contractual limitations shall be tolled while the procedures
specified in this Article XVII are pending. The Parties will take such
action, if any, required to effectuate such tolling. Without prejudice to
the procedures specified in this Article XVII, a Party may file a complaint
for statute of limitations purposes, if in its sole judgment such action
may be necessary to preserve its claims or defenses. Despite such action,
the Parties will continue to participate in good faith in the procedures
specified in this Article XVII.
ARTICLE XVIII
MISCELLANEOUS
Section 18.01. Assignment.
(a) Except as expressly permitted in this Agreement, neither Party
shall assign this Agreement or any portion hereof, or any of the rights or
obligations hereunder, whether by operation of law or otherwise, without
the prior written consent of the other Party. This Agreement shall inure to
the benefit of, and be binding upon, the successors and permitted assigns
of the Parties.
(b) Owner shall be entitled to assign this Agreement and its rights
herein without the consent of Contractor to any of Owner's Affiliates that
has a direct or indirect interest in the Plant. In addition, Contractor
hereby consents to the granting of a security interest in and an assignment
by Owner of this Agreement and its rights herein to the Financing Parties
and their successors, assigns and designees in connection with any
financing or refinancing related to the development, construction,
operation and maintenance of the Plant. In furtherance of the foregoing,
Contractor acknowledges that the Financing Parties may under certain
circumstances assume the interests and rights of Owner under this
Agreement.
(c) Contractor acknowledges that the Financing Parties may under
certain circumstances foreclose upon and sell, or cause Owner to sell or
lease the Plant and cause any new lessee or purchaser of the Plant to
assume all of the interests, rights and obligations of Owner arising under
this Agreement. In such event, Contractor agrees to the assignment by
Owner and the Financing Parties of this Agreement and its rights herein to
such purchaser or lessee and shall release Owner and the Financing Parties
from all obligations hereunder upon any such assignment.
Section 18.02. Financing Parties. Contractor acknowledges that Owner
and/or its Affiliates will borrow funds from the Financing Parties in
connection with the development, construction and operation of the Plant
and that, as a condition to making loans to Owner or its Affiliates, the
Financing Parties may from time to time require amendments to this
Agreement and certain documents from Contractor. In connection therewith,
Contractor agrees to furnish to the Financing Parties such written
information, certificates, opinions, affidavits and other like documents as
Owner may reasonably request. Contractor shall negotiate in good faith
amendments to this Agreement reasonably requested by the Financing Parties.
In addition, Contractor shall promptly execute any additional
documentation, as may be mutually agreed upon in form and substance, that
is reasonably requested by the Financing Parties. Owner and Contractor
agree that the Financing Parties are intended to be a third party
beneficiary of Article XI, Article XII and Section 16.01. In that regard,
Owner and Contractor will not, without the prior written consent of the
Financing Parties, amend or modify the above Articles or Section 16.01 in
any respect.
Section 18.03. Good Faith Dealings. The Parties undertake to act
fairly and in good faith in relation to the performance and implementation
of this Agreement and to take such other reasonable measures as may be
necessary for the realization of its purposes and objectives.
Section 18.04. Confidentiality. Contractor agrees that the contents
of this Agreement and any information relating to the negotiations or
performance of this Agreement, any information provided pursuant this
Agreement and any information provided by Owner to Contractor relating to
the Plant, Owner or its Affiliates (the "Confidential Information") shall
be treated as confidential and secret and that Contractor, without the
prior written consent of Owner, shall not, and shall not permit its
Affiliates, Subcontractors, Vendors, employees, directors, officers,
agents, advisers and representatives to disclose Confidential Information
to any Person, except as permitted herein. Notwithstanding the foregoing,
this Section shall not prevent Contractor from disclosing any Confidential
Information, including the contents of this Agreement, if and to the
extent: (a) required to do so by applicable law or any Government
Authority, provided that Contractor shall give prior notice to Owner of
such required disclosure and, if so requested by Owner, shall use all
reasonable efforts to oppose the requested disclosure as appropriate under
the circumstances; (b) disclosed to the Subcontractors, Vendors, employees,
directors, officers, agents, advisors or representatives of Consultant as
necessary; provided that Contractor inform such Persons of the confidential
nature of the Confidential Information, and Contractor shall be liable to
Owner for any disclosure by such Persons in violation of the terms of this
Section; or (c) such information which prior to disclosure by Owner to
Contractor was already in the public domain, or which after disclosure
entered the public domain other than by a breach of this Agreement by
Contractor or its Affiliates, Subcontractors, Vendors, employees,
directors, officers, agents, advisers or representatives. It is agreed
that Owner shall be entitled to relief both at law and in equity,
including, but not limited to injunctive relief and specific performance,
in the event of any breach or anticipated breach of this Section, without
proof of any actual or special damages.
Section 18.05. Notice. Whenever this Agreement requires or permits any
consent, approval, notice, request, or demand from one Party to another,
the consent, approval, notice, request, or demand must be in writing to be
effective and shall be deemed to be delivered and received (a) if
personally delivered or if delivered by telegram or courier service, when
actually received by the Party to whom notice is sent, (b) if delivered by
telex or facsimile, on the first business day following the day transmitted
(with confirmation of receipt), or (c) if delivered by mail (whether
actually received or not), at the close of business on the third Business
Day following the day when placed in the mail, postage prepaid, certified
or registered, addressed to the appropriate Party, at the address and/or
facsimile numbers of such Party set forth below (or at such other address
as such Party may designate by written notice to the other Party in
accordance with this Section):
If to Contractor:
Bradley Friesen
Project Manager
Duke/Fluor Daniel
3353 Michelson Drive
Irvine, California 92698
Phone: 949/975-3116
Fax: 949/975-4780
If to Owner:
Richard Camp
Project Manager
Panda Energy International Inc.
4100 Spring Valley Road, #1001
Dallas, Texas 75244
Phone: 972/980-7159
Fax: 972/980-6815
Section 18.06. Waiver. No delay, failure or refusal on the part of
any Party to exercise or enforce any right under this Agreement shall
impair such right or be construed as a waiver of such right or any
obligation of another Party, nor shall any single or partial exercise of
any right hereunder preclude other or further exercise of any right. The
failure of a Party to give notice to the other Parties of a breach of this
Agreement shall not constitute a waiver thereof. Any waiver of any
obligation or right hereunder shall not constitute a waiver of any other
obligation or right, then existing or arising in the future. Each Party
shall have the right to waive any of the terms and conditions of this
Agreement that are for its benefit. To be effective, a waiver of any
obligation or right must be in writing and signed by the Party waiving such
obligation or right.
Section 18.07. Severability. If any provision of this Agreement is
held to be illegal, invalid, or unenforceable under present or future laws,
such provision shall be fully severable; this Agreement shall be construed
and enforced as if such illegal, invalid or unenforceable provision had
never comprised a part of this Agreement; and the remaining provisions of
this Agreement shall remain in full force and effect and shall not be
affected by the illegal, invalid, or unenforceable provision or by its
severance from this Agreement. Furthermore, in lieu of such illegal,
invalid or unenforceable provision, there shall be added automatically as a
part of this Agreement a provision as similar in its terms to such illegal,
invalid or unenforceable provision as may be possible and be legal, valid
and enforceable.
Section 18.08. Governing Law. This Agreement, and the rights and
obligations of the Parties under or pursuant to this Agreement, shall be
interpreted and construed according to the substantive laws of the State of
Texas (regardless of Texas' or any other jurisdiction's choice of law
rules).
Section 18.09. Entire Agreement; Amendments. This Agreement contains
the entire understanding of the Parties with respect to the subject matter
hereof and supersedes all prior agreements, arrangements, discussions and
undertakings between the Parties (whether written or oral) with respect to
the subject matter hereof. This Agreement may only be amended by written
instrument signed by all the Parties.
Section 18.10. Expenses and Further Assurances. Each Party shall pay
its own costs and expenses in relation to the negotiation, preparation,
execution and carrying into effect of this Agreement, which costs and
expenses shall in no event be considered Prefunding Third Party Costs.
Each Party shall, from time to time on being requested to do so by, and at
the cost and expense of, the other Party, do all such acts and/or execute
and deliver all such instruments and assurances as are reasonably necessary
for carrying out or giving full effect to the terms of this Agreement.
Section 18.11. No Third Party Beneficiary. Except with respect to the
rights of the Financing Parties and as provided above and the rights of
indemnitees under Article XVI, (a) nothing in this Agreement nor any action
taken hereunder shall be construed to create any duty, liability or
standard of care to any Person that is not a Party, (b) no person that is
not a Party shall have any rights or interest, direct or indirect, in this
Agreement or the services to be provided hereunder, and (c) this Agreement
is intended solely for the benefit of the Parties, and the Parties
expressly disclaim any intent to create any rights in any third party as a
third-party beneficiary to this Agreement or the services to be provided
hereunder.
Section 18.12. Offset. Any and all amounts owing or to be paid by
Owner to Contractor hereunder or otherwise, shall be subject to offset and
reduction pro tanto by any amounts that may be owing at any time by
Contractor to Owner.
Section 18.13. Letter Agreement. This Agreement supercedes the Letter
Agreement which is hereby terminated and of no further force and effect.
Section 18.14. Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original, and all
of which together shall constitute one and the same instrument.
Section 18.15. Waiver for Consequential Damages. Anything to the
contrary notwithstanding, the Contractor and Owner waive claims against
each other for special or consequential damages arising out of or relating
to this Contract. This mutual waiver includes:
(a) Damages incurred by the Owner for rental expenses, for losses of
use, income, profit, financing, business and reputation, and for loss of
management or employee productivity, or the services of such persons;
(b) Damages incurred by the Contractor for principal office expenses,
including the compensation of personnel stationed there, for loss of
financing, business and reputation, and for loss of profit except
anticipated profit arising directly from the work; and
(c) This mutual waiver is applicable, without limitation, to all
consequential damages due to either Party's termination in accordance with
Article XV.
(d) Contractor's maximum liability from any cause whatsoever arising
out of this Agreement shall not exceed one hundred percent (100%) of the
Separated Contract Price less the amounts paid for Liquidated Damages set
forth in Sections 11.02 and 11.05.
(e) Contractor makes no representations, covenants, warranties or
guarantees, express or implied, other than those expressly set forth
herein. The Party's rights, liabilities, responsibilities and remedies
with respect to the Work shall be exclusively those expressly set forth in
this Agreement.
(f) Releases from and limitation of liability set forth herein shall
apply regardless of whether the claim is brought under contract, tort
(including negligence and strict liability) or other theory of law, and
shall extend to the officers, directors, employees, company affiliates and
related entities of such Party and its partners and related entities.
IN WITNESS WHEREOF the Parties have executed and delivered this
Agreement as of the date first above written.
DUKE/FLUOR DANIEL, PANDA PARIS POWER, L.P.
a general partnership by PANDA PARIS I, LLC,
its general partner
By: _______/s____________ By: _____/s/______________________
Name: Clarence L. Ray, Jr. Name: Kyle Woodruff
Title: President Title: Vice President - Construction
<PAGE>
PANDA PARIS POWER PROJECT
EXHIBIT A
OF TURNKEY CONTRACT AGREEMENT
SCOPE OF WORK
TABLE OF CONTENTS
1.0 PROJECT OVERVIEW
1.1 Introduction
1.2 Scope of Work
1.3 Work by Others
1.4 Description of Interfaces
2.0 GENERAL REQUIREMENTS
2.1 Codes and Regulations
2.2 Project Schedule
2.3 Permits
2.4 List of Drawings and Information to be Submitted
2.5 Reliability and Maintainability
2.6 Quality Control
2.7 Safety
2.8 Examination of Existing Conditions
2.9 Materials
2.10 Inspection and Shop Testing
2.11 Start-Up Spares
2.12 Operating Conditions
2.13 Clean-Up
2.14 Fire Prevention
2.15 Year 2000 Compliance
2.16 Infringement
3.0 COMBINED CYCLE PLANT PERFORMANCE REQUIREMENTS
3.1 Thermodynamic Cycle Description
3.2 Design Criteria
4.0 GAS TURBINE AND AUXILIARIES
5.0 BOILERS AND AUXILIARIES
5.1 Heat Recovery System
5.2 Boiler Blowdown System
5.3 Inlet and Ductwork
5.4 Not Used
5.5 Stack
5.6 Instrumentation and Control
5.7 Deaerator
5.8 Boiler Feedwater Pumps
6.0 STEAM TURBINE-GENERATOR AND AUXILIARIES
6.1 Steam Turbine-Generator
6.2 Steam Surface Condenser
6.3 Condensate Pumps
6.4 Condensate Storage Tank
6.5 Turbine Bypass and Desuperheater(s)
7.0 COOLING SYSTEM
7.1 General
7.2 Circulating Water Pumps
7.3 Circulating Water Pipe
7.4 Cooling Tower
7.5 Closed Cooling Water System
8.0 WATER TREATMENT SYSTEMS
8.1 General
8.2 Makeup Demineralizing System
8.3 Not Used
8.4 Feedwater Chemical Injection Systems
8.5 Cooling Tower Chemical Injection System
8.6 Sampling System
9.0 WASTEWATER TREATMENT SYSTEM
10.0 FUEL SUPPLY SYSTEM
10.1 Natural Gas Booster Compressors
10.2 No. 2 Fuel Oil Storage and Handling
10.3 Accessories
10.4 Finish
10.5 Connections
11.0 INSTRUMENTATION AND CONTROLS
11.1 General Instrumentation and Control Philosophy
11.2 Description of Plant Distributed Control System (DCS)
11.3 Instrumentation and Control Devices
11.4 Documentation
12.0 ELECTRICAL SYSTEM
12.1 General Electrical Description
12.2 345 kV Switchyard
12.3 Generator Transformer
12.4 Unit Auxiliary Transformer
12.5 Not Used
12.6 4.16 kV Metal Clad Switchgear
12.7 4160 Volt Motor Control Centers
12.8 480 Volt Secondary Unit Substations
12.9 480 Volt Switchgear and Motor Control Centers
12.10 Medium Voltage, Isolated Phase Bus Duct
12.11 Battery/UPS System
12.12 Electric Motors
12.13 Raceway
12.14 Conductors
12.15 Lighting and Wiring Devices
12.16 Grounding
12.17 Plant Intercommunication/Security System
12.18 Freeze Protection System
12.19 Cathodic Protection System
13.0 SITE DEVELOPMENT
13.1 General
13.2 Site Description
13.3 Flood Zone
13.4 Lay Down & Storage
13.5 Subsurface and Geotechnical Surveys and Investigations
13.6 Surface Surveys and Investigations
13.7 Easement and Setbacks
13.8 Clearing, Grubbing and Site Maintenance
13.9 Grading and Construction Drainage
13.10 Excavating, Filling and Backfilling
13.11 Dewatering
13.12 Soil Erosion and Sediment Control
13.13 Drainage
13.14 Roads and Parking
13.15 Sidewalk and Stoops
13.16 Paved Area for Equipment & Pipe Rack
13.17 Fencing and Gates
13.18 Landscaping
13.19 Oil/Water Separation
13.20 Oil Containment
14.0 STRUCTURAL AND ARCHITECTURAL CRITERIA
14.1 Structural Design Criteria - Codes and Standards
14.2 Structural Design Criteria - Loading
14.3 Structural Design Criteria - Foundations
14.4 Architectural Considerations
14.5 Architectural Design Criteria
14.6 Buildings
15.0 PLUMBING
15.1 General
15.2 Domestic (Potable) Water System
15.3 Plumbing Fixtures
16.0 FIRE PROTECTION
16.1 General
16.2 Distribution System
16.3 Automatic (Fixed) Systems
16.4 Manual Suppression Systems
16.5 Fire Protection and Alarm Systems
16.6 Controls
16.7 Materials
17.0 HEATING, VENTILATING AND AIR CONDITIONING
17.1 General
17.2 Compliance
17.3 Outside Design Temperatures
17.4 Interior Design Temperatures
17.5 Air Pressurization
17.6 Areas
17.7 Administration/Warehouse Building
17.8 Control Room/Electrical Room/Water Treatment Building
17.9 Switchgear Buildings
17.10 Chemical Feed and Sample Panel Enclosures
17.11 Miscellaneous HVAC Systems
18.0 MECHANICAL EQUIPMENT, PIPING, VALVES, INSULATION AND VESSELS
18.1 General
18.2 Piping
18.3 Testing and Inspection
18.4 Valves and In-Line Equipment
18.5 Pumps
18.6 Insulation and Freeze Protection
18.7 Tanks and Pressure Vessels
18.8 Gantry Cranes
18.9 Compressed Air System
18.10 Painting
18.11 Desuperheaters
18.12 Steam Blowout Cleaning
18.13 Temporary Strainers
18.14 Safety Showers and Eyewash Stations
18.15 Continuous Emissions Monitoring and Data Acquisition System
18.16 Natural Gas Piping
18.17 Water Systems
19.0 TESTING AND PLANT ACCEPTANCE
19.1 General
19.2 Program Approach
19.3 Document Content
19.4 Deliverable Documents
19.5 Minimum Performance Tests
19.6 Guaranteed Performance Tests
20.0 ENVIRONMENTAL
20.1 General
20.2 Environmental Systems Acceptance
20.3 Air Emissions
20.4 Water Discharges
20.5 Noise
20.6 Liquid & Solid Waste
21.0 MODES OF OPERATION
21.1 Design Case
21.2 Normal Cases
21.3 Turbine Bypass Case
21.4 Start-Up Case
21.5 Grid Failure Case
21.6 Emergency Shutdown
APPENDICES
Appendix A Gas Turbine-Generator and Steam Turbine Generator Scope of
Supply
Appendix B Lake Pat Mayse Water Quality analysis
Appendix C Not used
Appendix D Plot Plan
Appendix E General Arrangement Drawing
Appendix F Black Start Diesel Generator Specification
Appendix G Electrical One-Line Diagram
Appendix H Approximate Natural Gas Analysis
Appendix I Air Permit Special Conditions
1.0 PROJECT OVERVIEW
1.1 Introduction
The Scope of Work for the Owner Paris Power Project (Project) as contained
within this document is developed to provide definition to the Project.
Capitalized terms used herein, and not otherwise defined herein shall have
the meanings ascribed to them in the Turnkey Engineering, Procurement and
Construction Agreement for Combined Cycle Generation Facility between
Owner Paris Power, L.L.P. (Owner) and Duke/Fluor Daniel (Contractor)
dated as of September 30, 1998.
The power plant shall be designed to provide all the electrical power
produced in excess of the internal parasitic loads to Texas Utilities
(Utility). The Plant shall deliver (net) approximately 1000 MW at 345 kV to
Utility. The primary power equipment will consist of four (4) General
Electric (GE) model PG 7241 FA combustion turbine generators; equipped
with inlet air evaporation coolers, four (4) three pressure level heat
recovery steam generators (HRSG) with intermediate pressure reheat;
supplemental duct firing; and two (2) GE condensing reheat steam turbine
generators with low pressure admission. The plant will occupy a portion of
an approximately 110-acre site southeast of Paris, Texas as described in
Exhibit C.
The Scope of Work covers the furnishing of the complete power Plant
described including all the buildings, facilities, equipment, accessories,
all necessary interconnections, and auxiliaries required for efficient, safe
and reliable operation and for the Plant to provide electricity to Utility.
The Plant shall be designed as a "Merchant Plant" and shall be designed for
cycling duty. The Plant shall be designed for a useful operating life of at
least 25 years.
1.2 Scope of Work
1.2.1 General: This Scope of Work covers the technical requirements for
the supply and erection of a complete power plant on a "Turnkey Firm -
Fixed Priced" basis. The Plant shall consist of gas-turbine electric
generating units, waste heat recovery steam generators (HRSG's), steam-
turbine generators, and steam plant equipment complete with all miscellaneous
equipment, apparatus accessories, auxiliaries and controls necessary to
provide a functional plant capable of providing the specified electric
power.
(b) The Work and the Plant, individually and together, will (i)
conform with, and shall be in all material respects, designed, engineered and
constructed in accordance with the Drawings (as revised from time to time
pursuant to the terms hereof), Final Plans, specifications and Scope of Work
and other terms of the Agreement, (ii) conform with, and are designed,
engineered and constructed in accordance with Good Engineering Practice,
Prudent Utility Practices, Applicable Laws and Applicable Permits at the time
of Final Acceptance, (iii) contain equipment, supplies and materials suitable
for use under the operating and climatic conditions described in the Scope
of Work and (iv) demonstrate Work performed in a good and workmanlike manner.
Section 2.0, "General Requirements," of this Scope of Work covers matters
generally applicable to all phases of the work.
1.2.2 Work to be provided: The Plant shall be constructed with new parts
and new equipment of good quality. The Plant shall be Year 2000 compliant.
The Work to be provided by the Contractor shall include all work required to
deliver the Plant capable of operating in accordance with the Plant
performance specifications herein including but not necessarily be limited to
the applicable engineering, design, manufacture, delivery, installation,
construction, training, start-up and testing of the following:
1.2.2.1 Four (4) gas turbine generator package units capable of delivering
electric power in continuous operation and including all associated auxiliary
and accessory equipment, as specified in Section 4.0 of this Scope of Work.
1.2.2.2 Four (4) waste heat recovery boilers (HRSG's), natural circulation,
designed for the steam output flow, temperatures and pressures specified,
turbine exhaust gas transition ductwork, and expansion joints for
installation between the gas turbine exhaust and the waste heat recovery
boilers, stacks, all as specified in Section 5.0 of this Scope of Work.
1.2.2.3 Two (2) variable throttle pressure, reheat condensing
steam-turbine generator plants including a steam turbinegenerator with cold
reheat extraction, intermediate pressure admission and low pressure
admission, a condenser, circulating water system, cooling tower,
condensate and feedwater systems, all associated pumps, controls, and
instrumentation including auxiliary and accessory equipment required for a
complete system operation capable of generating electrical power as specified
in Section 6.0 of this Scope of Work.
1.2.2.4 All piping systems for all plant services including piping,supports,
valves, strainers, piping specialties, insulation, lagging and electrical
heat tracing as required.
1.2.2.5 Circuit breakers, disconnect switches, power transformers,
instrument transformers, protective relaying and other components required
for furnishing 345 kV power up to the 345 kV electrical interface.
1.2.2.6 All instrumentation, controls, interconnecting control wiring,
panels, cable tray and/or conduits required for the complete plant
Distributed Control System (DCS) and individual equipment and system controls.
1.2.2.7 All electric power wiring, duct banks, cable trays, conduit and
other components required for a complete plant auxiliary electric power
distribution system.
1.2.2.8 All electrical and electronic equipment required for complete
electrical installation, including furnishing of transformers, switchgear
electrical panels, motor control centers, controls and other required
accessories, electrical equipment for the gas-turbine generators, condensing
steam turbine-generators, waste heat recovery boilers and all other
mechanical equipment furnished.
1.2.2.9 All lighting fixtures, lighting panels, welding and convenience
receptacles, wiring, raceways and other components required for a complete
lighting system including the site road and area fence lighting within the
plant.
1.2.2.10 All wiring, grounding rods and other components for a complete
grounding system.
1.2.2.11 All wiring, components and raceways for a complete inter-plant
communication system and a telephone raceway per Section 12.1.17 for a system
to be installed by the Owner.
1.2.2.12 All equipment tests and inspections as required herein.
1.2.2.13 Engineering and technical support services for permits and licenses
as required for Contractor provided design and information.
1.2.2.14 All equipment and systems necessary to "black- start" the
combustion turbine generators.
1.2.2.15 All equipment and systems for the provision of back up power to
plant auxiliaries during turbine-generator shutdown periods. (No back-feed
of power from Utility is planned).
1.2.2.16 All site development, structures and buildings, as specified.
1.2.2.17 All architectural features, accessories of buildings and structures.
1.2.2.18 All site preparation including all clearing and grubbing for the
Work and for the clearing and grubbing and excavation to grade of the 345 kV
Switchyard.
1.2.2.19 All water treatment systems.
1.2.2.20 All wastewater treatment systems.
1.2.2.21 All fire protection equipment and systems.
1.2.2.22 All heating, ventilating, air conditioning, and plumbing.
1.2.2.23 All final painting and finishes.
1.2.2.24 Closed cooling water systems including heat exchangers, pumps, head
tank, and chemical feed.
1.2.2.25 Furnishing and installation of mechanical equipment including
all pumps, heat exchangers, tanks, compressors, oil conditioners, water
treatment systems, chemical feed systems, and the installation of all
interconnecting steam, condensate, oil, water piping, and hangers.
1.2.2.26 Natural gas and fuel oil supply system.
1.2.2.27 Consumables: Contractor shall supply all necessary consumables
for the plant operation from initial testing through Commercial Operation by
Owner. Consumables shall include but not be limited to chemicals,
lubricating oils, greases, filters, gaskets, and other supplies. During the
construction, start-up and testing phases and up to Commercial Operation,
the Contractor shall also supply all necessary electrical power required
for construction.
1.2.2.28 Permits: The Contractor shall be responsible for obtaining
certain permits so identified in Exhibit L.
1.3 Work By Others
1.3.1 Permits: The Owner shall be responsible for obtaining certain permits
so identified in Exhibit M.
1.4 Description of Interfaces
1.4.1 General: The Contractor is responsible for arranging, the tie-ins
described in this Section 1.4.for the Project. The Contractor includes
these tie-ins in the Construction Schedule. Interfaces are shown per Plot
Plan, Appendix D, and described below.
1.4.2 Not Used.
1.4.3 Natural Gas Supply: The Owner shall install the natural gas supply
system up to and including an approved gas meter which will be installed at
a convenient location inside the Property Site. The Contractor will be
responsible for providing fencing and foundations at the meter and for the
incoming gas distribution system beyond the gas meter. Regulation of the
gas pressure at the interface point shall be by Owner to a pressure of 525
to 540 psig.
1.4.4 Electric Interface: The 345 kV electric interfaces shall be at the
345 kV voltage bushings of the GSU transformers. The Contractor will be
responsible for all structures, foundations, wiring, circuit breakers,
buswork, transformers, and disconnect switches up to the 345kV electric
interface.
1.4.5 Switchyard Interfaces: Owner will be responsible for connecting the
Switchyard grounding grid to the Plant grounding grid by the Contractor at
the Plant Switchyard fence line. Controls, low voltage power, and
instrumentation interconnection from the Plant to the Switchyard will be
provided by contractor at weather proof junction boxes at the Plant
Switchyard fence line. The Contractor will provide fence common to the
Switchyard and Plant.
1.4.6 Non-Cooling Make-Up Water: Non-cooling make-up water for the water
treatment plant will be from the source described in Section 1.4.9 "Potable
Water."
1.4.7 Cooling Water Make-Up: Cooling water make-up for the cooling tower
shall be from Lake Pat Mayse. The Owner shall bring the water line to the
Northeast site boundary. The Contractor shall be responsible for the
distribution and the inplant piping from this point. A water analysis is
contained within Appendix B.
1.4.8 Liquid Discharges: The interconnection to the sanitary sewer system
will be at the connection of a sewer main to be constructed by the City of
Paris, Texas to the northwest corner of the plant site. The Contractor will
be responsible for the collection of all sewer water discharges within the
site, the meter, and the hookup to the sewer line. All power plant wastes
excluding sanitary sewage, but including cooling tower blowdown, waste
treatment waste streams, floor drains, etc. shall be combined into a single
manhole and shall be metered by a single meter before being discharged into the
sewer line. Sampling wells shall be provided for each waste stream.
1.4.9 Potable Water: Potable water will be obtained from a water line to
be constructed by the City of Paris, Texas to the Northwest corner of the
plant site. The Contractor is responsible for the hookup. The City will
provide metering.
1.4.10 Telephone: The Owner will be responsible for arranging and
coordinating telephone service to the Power plant. The Contractor shall
supply all required conduits, space for telephone equipment and
termination boards in accordance with Section 12.1.17.
2.0 GENERAL REQUIREMENTS
2.1 Codes and Regulations: The editions and addenda of the following
codes and Publications effective as of August 31, 1998, shall apply to all
work performed under this contract.
Federal Regulations
Occupational Safety and Health Act (OSHA)
29 CFR 1910 Occupational Safety and Health Standards
29 CFR 1926 Safety and Health Regulations for Construction
Environmental Protection Agency (EPA)
EPA Standard of Performance for New Stationary Sources
Applicable State, County and Local Codes and Regulations
Mechanical
AGMA- American Gear Manufacturer's Association
AMCA- Air Moving and Control Association
ABMA- American Boiler Manufacturer's Association
ANSI- American National Standards Institute, B31-1 Power
Piping Codes and Other Applicable Codes
ASME- American Society of Mechanical
Engineers-Boiler and Pressure Vessel Code:
Section I - Power Boilers
Section II - Materials Specification
Section V - Nondestructive Examination
Section VIII - Unfired Pressure Vessels
Section IV - Welding & Brazing Qualifications
PTC-Power Test Codes - Applicable Test Codes
ASNT- American Society for Nondestructive Testing
ASTM- American Society for Testing and Materials
AWS- American Welding Society
AWWA- American Water Works Association
CTI- Cooling Tower Institute
EJMA- Expansion Joint Manufacturing Association
HEI- Heat Exchanger Institute
NFPA- National Fire Protection Association, National Fire Codes
and Standards including all requirements of NFPA 850,
Recommended Practice for Fire Protection for Electric
Generating Plants
TEMA- Tubular Exchanger Manufacturer Association
HI- Hydraulic Institute Standards
SSPC- Steel Structures Painting Council
CEMA- Conveying Equipment Manufacturers Association
HMI- Hoists Manufacturers Institute
ASHRAE- American Society of Heating, Refrigeration, and Air
Conditioning Engineers
Electrical
ANSI- American National Standards Institute
FAA- Federal Aeronautics Administration - Standards for Marking
and Obstruction Lighting for Aerial Navigation
ICEA- Insulated Cable Engineers Association
IEEE- Institute of Electrical and Electronics Engineers
LPC- Lighting Protection Code
NEC- National Electrical Code
NEMA- National Electrical Manufacturers Association
NESC- National Electrical Safety Code
ISA- International Society for Measurement and Control
Civil
SDI- Steel Deck Institute Standards
SJI- Steel Joist Institute Standards
AWWA- American Water Works Association
PFI- Pipe Fabrication Institute
SBC- Standard Building Code
UMC- "Uniform Mechanical Code"
AISC- American Institute of Steel Construction
1) Manual of Steel Construction Allowable Stress Design (ASD)
2) Code of Standard Practice for Steel Buildings and Bridges
3) Manual of Steel Construction, Vol. 2, Connections
AISI- American Iron and Steel Institute "Specification for
Design of Cold-Formed Steel Structural Members," Parts 1
and 2
AWS- American Welding Society "Structural Welding Code"
(AWS D1.1 and AWS D14.1 Specification for Welding
Industrial and Mill Cranes)
ACI- American Concrete Institute "Building Code Requirements for
Reinforced Concrete" (ACI-318)
UPC- Uniform Plumbing code
ASCE- Minimum Design Loads for Building and other Structures
(ASCE 7-95)
AWS- American Welding Society Welding of Reinforcing Steel
(D12.1)
API- American Petroleum Institute
CMAA- Crane Manufacturers Association of America
SSPC- Steel Structures Painting Council
Contractor shall notify Owner if an alternative standard is to be used and
why such change is necessary and how compliance is to be achieved.
2.2 Project Schedules: The Contractor shall prepare and maintain his
own detailed Schedule which illustrates all major phases of the project
including: Engineering and detailed Design, Procurement, Fabrication,
Construction and Field Erection, and Start-Up and Testing.
2.3 Permits: Owner will prepare applications, for all Owner necessary
permits listed in Exhibit M as Owner's responsibility for the safe and legal
construction, installation and operation of the Plant except those that are
noted as the responsibility of the Contractor listed in Exhibit L. The
permits include, but are not limited to, those enumerated in this section.
However, the preparation of necessary construction related permit
applications, submittals, and their costs, and the responsibility for
compliance with all permits will be the obligation of the Contractor.
Plans check, permit, and inspection costs and submittals will be borne by the
Contractor. Contractor shall provide engineering and technical support
services to Owner for Owner-obtained permits.
2.4 List of Drawings and Information to be Submitted: Contractor shall
supply the following Drawings to Owner as part of The Scope of Work.
Drawings marked with an asterisk shall be submitted for Owner's review and
approval. Any comments from Owner shall be returned within ten (10) working
days.
Mechanical Drawings and Specifications
-* Plot Plan
-* General Arrangements Drawing (Plan and Section)
-* Preliminary Piping and Instrumentation Diagrams (P&ID's)
-* Access Facilities (manned and stairways)
- Piping system arrangement drawings
- Single Line flow diagrams for each HVAC system indicating all
equipment and air flow quantities and modes of operation. A table
is sufficient for exhaust fans.
- "For bid" Specifications for major peices of equipment will be
furnished to owner concurrently with bid issue.
- Conformed specification for equipment purchased.
-* QA/QC Manual
- Paint Schedule and Specification
-* Freeze Protection Design Criteria
- Calculations substantiating any portion of the design on request by
Owner.
- Plumbing systems piping drawings
-* Fire protection and detection systems P&ID
-* Water Balance
- Vendor Shop Drawings (for information only)
-* Heat Balances
-* Performance Test Procedures
Drawings submitted will be reviewed for content and shall contain as a
minimum the following information:
Plot Plan
The Plot Plan shall show the actual layout of all buildings and equipment to
scale in plan view on one sheet.
General Arrangement Drawings
General Arrangement Drawings shall show in elevation and plan, the equipment,
location of equipment, building elevations including grades, elevations,
platform section cuts, column designations, foundations, and indication of
North. General Arrangement and Section and Detail drawings shall show all
equipment dimensioned. The General Arrangement Drawings shall show, in
elevation and in plan, outlines for all equipment relative to other
equipment and building coordinates.
Piping and Instrumentation Diagrams - P&ID
The Piping and Instrumentation diagrams shall be schematics of the systems.
They shall show all equipment, piping, specialties, valves and control
devices in the relative physical order in which they will be installed. All
piping sizes, pipe class, and material type. Equipment, instruments and
fittings shall be shown symbolically. Piping shall be shown as lines. Large
equipment shall be locally identified with operating characteristics. A
table illustrating all symbols shall be included with P&I diagrams. ISA
symbols shall be used. All piping and equipment shall be assigned an
identification tag.
Piping System Arrangement Drawings
Piping Drawings shall be to scale layout drawings of all piping systems 2 1/2"
and larger, showing all equipment with connecting piping and ducts with
valves, dampers, pumps, motors, tanks, instruments and permanent test
connections.
Electrical and Instrumentation Drawings
-* Electrical One-Line Diagrams
- Schematics
- Elementary Diagrams
- Area Classification Drawings
- Lighting Drawings w/Fixture Schedules
- Circuit Breaker Panel Schedules
- Cable Tray Plans
- Communications and Security System Riser Drawing
- Underground Drawings (i.e., underground cable routing and grounding)
- Cable routing plans
- Interconnection diagrams
-* Short Circuit Protection Study
-* Relay Coordination Study
- DCS Block Diagram
- Instrumentation Data Sheets
Architectural and Civil Drawings
- Plant Building Architectural Plans and Details
- Equipment Foundations
- Plant Building Foundations and Structures
- Enclosures as applicable
-* Site Plan and Site Facilities and Fencing
-* Grading, Paving, and Landscaping Plans
Fire Protection Drawings
- P&ID
- Sprinkler Head Locators
- Floor drains, trenches, doorways, etc.
Lists
Contractor shall prepare all typical lists including, but not limited to, the
following:
- Valve List
- Specialty list
-* Spare parts and special tools lists
- Electrical Load List (Motors, Heaters, etc.)
- Equipment List
- Instrument List
- Cable and Conduit Schedule
- Pipe Line List
2.5 Reliability and Maintainability: The design philosophy used to
attain high reliability and maintainability shall be consistent with or
exceed industry standards including:
- Design margins and derating factors applied in sizing
equipment to account for wear, fouling, leaking, pressure
drops, and other conditions.
- Provisions to isolate and bypass equipment for repair
without shutdown of the system of which it is a part.
- Permanently installed facilities to expedite maintenance of
equipment items known to require frequent service.
- Monitoring provisions for bearings of the combustion turbines and
steam turbines to give pre-warning of incipient problems.
- Access and removal of all equipment parts from facility.
- Annunciators for rapid problem identification including
complete "sequence of events" indicator for the DCS and
each turbine generator.
- Complete compliance with manufacturer requirements for pull
space and recommendations for laydown areas.
2.6 Quality Control: The Contractor shall provide new equipment,
materials, and workmanship suitable for this application. The Facility shall
be designed and constructed for the operation described in paragraph 1.1
and in Section 21.0 through 21.6.
2.7 Safety: Contractor shall be responsible for developing a written
safety program and policies to obtain safe working conditions and
methods. Contractor personnel shall be trained in such methods and
subcontractors shall also be held to the same standards.
2.8 Examination of Existing Conditions: Contractor shall visit and examine
carefully those portions of the site and/or present buildings affected by
this work so as to become familiar with existing conditions and difficulties
that will affect the execution of the work.
Contractor shall perform at its expense all site examinations including, but
not limited to, geotechnical analysis and subsidence analysis.
2.9 Materials: All materials shall be new and of a type which have been in
successful operation in equipment of the same type offered or tested new and
by the Contractor or the manufacturer. Use of asbestos or materials
containing asbestos is strictly prohibited. No halon shall be used.
2.10 Inspection and Shop Testing: Contractor shall provide for shop
inspection and testing of major equipment as determined by the Contractor.
Testing programs shall be established by the Contractor, but shall not be
less thorough than the manufacturer's standard testing procedures.
The Owner reserves the right of shop inspection visits and may witness shop
tests, provided that the Schedule is not impacted. Contractor shall notify
Owner of the tests at least 5 business days in advance of tests.
Notification shall include tests on:
- Combustion and Steam Turbine and Generators
- GSU Transformers and Auxiliary Transformers
- DCS, Hardware and Software, Transformers, Feedwater Pumps,
Circulating Water Pumps, and condensate pumps.
- Diesel Generators
The Owner shall receive certified copies of test reports and shop tests,
where applicable.
Certified mill test reports for pressure retaining parts shall, when
specified, be prepared in accordance with ASTM specifications and shall
include actual mechanical and chemical properties.
2.11 Start-up Spares: Spares required during startup such as gaskets, etc.
shall be provided by Contractor. Operational spares will be Owner's
responsibility.
2.12 Operating Conditions: Operating Conditions shall mean all operating
modes identified in Section 21.0, transition operation between any two
operating modes, and normally expected upset and emergency conditions.
2.13 Clean-Up: Materials and supplies shall be stored in locations
that will not block accessways and shall be arranged to permit easy cleaning
of the area. In areas that equipment might drip oil or cause damage to the
floor surface, a protective cover of heavy gauge, flame resistant, oil
proof sheeting shall be provided between the equipment and the floor
surface so that no oil or grease contacts the floor surface. This
requirement is applicable to both finished and unfinished areas.
2.14 Fire Prevention: Without limiting the obligations of contractor in
the body of the Agreement: (i) access to fire hydrants and other sources of
fire water shall be identified and kept open at all times; (ii) fire
extinguishers shall be provided in enclosed areas and in areas that are not
accessible to fire water or that may be exposed to fire that cannot be
safely extinguished with water; (iii) each fire extinguisher shall be of a
type suitable for extinguishing fires that might occur in the area in that
it is located; (iv) in areas where more than one type of fire might occur,
the type of fire extinguisher required in each case shall be provided; and
(v) each extinguisher shall be placed in a convenient, clearly identified
location that will most likely be accessible in the event of fire.
2.15 Year 2000 Compliance: All of the Equipment that use, involve or
require for proper operation any computer function or function of data or
information retrieval or manipulation will be "Year 2000 Compliant,"
including that (i) no value for a current date will cause interruptions in
desired operation; (ii) all manipulations of calendar-related data (dates,
duration's, days of week, etc.) will produce desired results for all valid
date values within the operation domain; (iii) date elements in interfaces
and data storage will permit specifying the century in such a way as to
eliminate ambiguity; and (iv) for any date element represented without
designation of the century, the correct century is unambiguous for all
manipulations involving that element.
2.16 Infringement: None of the Work, the Plant, the Equipment, the Drawings,
Final Plans and the design, engineering and other services rendered by
Contractor hereunder, nor the use or ownership thereof by Owner in accordance
with the licenses granted hereunder, shall infringe, violate or constitute a
misappropriation of any trade secrets, proprietary rights, intellectual
property rights, patents, copyrights or trademarks.
3.0 COMBINED CYCLE PLANT PERFORMANCE REQUIREMENTS
3.1 Thermodynamic Cycle Description
The Scope of Work of the Plant incorporates a combined gas turbine/steam
turbine thermodynamic cycle. The Plant will consist of two (2) 500 MW
(Nominal) power blocks. The power blocks are referred to as Phase 1 and
Phase 2. Each power block will consist of two (2) gas turbines each with an
associated heat recovery steam generator (HRSG). Steam from the HRSG's in
each power block will feed only the steam turbine associated with that power
block. The steam turbine will have cold reheat steam extracted and returned
to the HRSG for reheat. Hot reheat steam from the HRSG's will be
admitted to the intermediate pressure section of the steam turbine. The
gas turbines shall be capable of firing natural gas. Each HRSG shall have
supplemental duct firing capability.
The selection of optimum steam cycle design is the responsibility of the
Contractor. This includes selection of steam throttle conditions and cooling
system design.
The Guarantee Design Conditions are 98F dry bulb temperature, 75F wet bulb
temperature, and 14.4 pounds per square inch absolute barometric pressure.
3.2 Design Criteria
This section describes the operating overall design requirements of the
plant. Specific design requirements of equipment and subsystems are
described in more detail in the following Sections and on Table 3-1.
The design and construction requirements contained in this specification
describe the minimum acceptable standards for the plant as a whole and for
certain individual components. These specification requirements are not meant
to provide a complete and detailed description of each and every system
and component. It is the sole responsibility of the Contractor to provide
a complete power generation facility including all equipment, components
and accessories necessary for the safe and efficient operation of the Plant.
3.2.1 Not Used.
3.2.2 Electric Requirements: The Plant output shall be maximized and the
Plant shall be capable of delivering a minimum 1000 MW (net) at the Utility
revenue meters at the Guarantee Design Conditions.
3.2.3 Design Trade-Offs: The Owner desires a plant that offers the lowest
combination of capital and operating costs. The Contractor is encouraged to
incorporate cost effective design features that will improve the efficiency
of the plant and increase the maximum net electric output.
3.2.4 Performance Guaranties: In accordance with the agreement, Contractor
guarantees the successful operating performance in accordance with all
requirements stated in this specification. The overall guarantee shall
include the achievement of the performance parameters specifically listed in
the Agreement.
3.2.5 Water: The plant will be designed to use untreated lake water from
Lake Pat Mayse described in Appendix C for cooling tower makeup. The plant
will be designed to use the city potable water treated in accordance with
this document for use as HRSG make-up, potable water, firewater, and
make-up to the combustion turbine evaporative coolers.
3.2.6 Fuel: The design basis natural gas fuel will be as
shown in Appendix H.
TABLE 3-1
DESCRIPTION DESIGN CONDITIONS
Dry Bulb Temp. oF 98 (CT Design)
Wet Bulb Temp. oF 75 (CT Design)
Fuel Natural Gas
Export Power - MW (net) 1,000 (minimum)
Boiler Blowdown % 2
Barometric Pressure 14.4 pounds per square inch, absolute
Site Elevation 535 ft. above sea level
Average annual rainfall 47"
Basic Wind Speed Per ASCE7, 90 mph Exposure 'c',Imp. Factor
1.15 @ 33 Ft. above ground
Seismic Factor Ay = 0.05 < 0.1, Seismic Performance
Category B.
Frost Penetration
Snow Load Per ASCE7 ground snow load 5 psf
Roof Live Load Per UBC 20 psf
Ambient Conditions (Summer) oF 110 degrees DB
Ambient Conditions (Winter) oF 0 degrees DB
4.0 GAS TURBINE AND AUXILIARIES
The Contractor shall include in its scope four (4) GE PG 7241 FA Gas turbines
in (CTG's) accordance with the specification in Appendix A.
5.0 BOILERS AND AUXILIARIES
5.1 Heat Recovery System
5.1.1 Four (4) heat recovery steam generators (HRSG) shall be provided to
recover the exhaust heat from the gas turbine generators. The HRSG's shall
be designed to satisfy the performance requirements delineated in Section 3
of this Specification. Corrosion allowances shall be: 1/8" for drums,
1/16" for piping, 1/16" for stack, and 0" for tubes and headers.
The heat recovery systems shall include the following equipment:
a. Inlet Transition Duct
b. Duct Burner
c. Duct Burner Fuel Skid
d. Firing Duct
e. HP Superheater
f. IP Reheater
g. HP Evaporators
h. HP Steam Drum
i. Not used
j. HP Economizer
k. IP Superheater
l. IP Evaporator
m. IP Steam Drum
n. IP Economizers
o. L.P. Superheater
p. L.P. Evaporator
q. L.P. Steam Drum
r. Not used
s. Feedwater Preheater
t. Outlet Transition Duct
u. Expansion joint at Stack
v. Exhaust Stack
w. Interconnecting Piping
x. Platform, walkways, ladders, stairways (minimum of one (1)) and ladders
y. Trim
z. Motor operated valves on the intermittent blowdown line to be operated
from the control room
5.1.2 Steam Generators: The steam boilers shall be natural circulation
water tube type, designed and fabricated in accordance with the ASME
Boiler and Pressure Vessel Code, Section I - Power Boilers. The feedwater
preheater may be Section I or Section VIII. Extended surface tube designs
may be used for steam generating sections, superheaters and economizers. All
sections of the boiler shall be drainable. All drain lines (with standing
water) will be freeze protected.
5.1.2.1 Finned tubes may be used. Fins shall be spaced not closer than
six (6) per inch. The material and design shall be specifically suitable
for the maximum temperatures that may be imposed. The tube design shall
provide at least a 25 Degrees Fahrenheit margin in material temperature.
Tubes of all heat transfer surfaces (boilers, superheater, reheater
economizer) shall be adequately supported or designed to prevent tube
vibration due to gas flow or gas cavity frequency resonance.
5.1.2.2. All steam drums will have hinged doors for main access. HP and IP
drum holdup time from normal to low level shall be 3 minutes, LP shall be 7
minutes. The steam drum and internal steam-water separating purifiers shall
be sized and designed to limit steam impurities at no greater than 5 ppb
sodium in steam, leaving the drum at maximum steam throttle flow. Internals
shall be installed in such a way as to facilitate removal and replacing for
cleaning and maintenance with minimum cutting required. Draining drums shall
be through the intermittent blowdown motor operated valves.
A drum level water column, for each steam drum, complete with a continuous
indicating illuminated water gauge shall be provided. The gauge shall be
complete with shutoff valves, vent and drain valves, operating chains if
required, and all drain piping to waste. Operators shall be able to
manually blow down water column from platforms.
5.1.2.3 The boiler and boiler casing shall be designed for outdoor
installation and shall be fabricated to result in a totally gas-tight
installation. Insulation and lining shall be provided and designed for
durability, long life and minimum maintenance under the anticipated operating
conditions. The insulation shall limit the outer skin temperature to a
maximum of 140 Degrees Fahrenheit with air at 80 Degrees Fahrenheit, 1 mph
wind when the boiler is operating at maximum capacity. Access doors shall
be provided for inspection of the gas side surface between major tubing
areas. The outer casing shall be gas tight and shall be of 1/4 inch minimum,
steel plate designed for a static pressure of 20 inches w.g. or turbine
exhaust pressure, whichever is greater. The casing shall be internally
insulated and the insulation covered by a 20-ga. minimum steel lining. The
lining shall be type 409 stainless steel where gas temperature exceeds
800 Degrees Fahrenheit.
5.1.3 Superheaters and Reheaters: The high-pressure superheater shall be
designed to meet the steam flow, pressure and temperature requirements of the
selected steam turbine generator. It shall have a provision for interstage
steam temperature control by water spray desuperheater. Superheater tubes
and also extended surface fins, if used, shall be of materials suitable for
the maximum calculated expected metal temperatures at load and firing
conditions.
The intermediate and low pressure superheaters and reheaters shall be
designed to meet the steam requirements of the steam extraction/admission
system for the steam turbine and steam for any other plant usage's as shown
in the performance heat balances.
The HP superheaters and reheater shall be arranged with sufficient access for
inspection. Superheaters shall be provided with vent and drain connections,
safety relief valves, and steam outlet stop valve and nonreturn valve.
5.1.4 Economizers and Feedwater Preheater: Vertical tube, extended
surface, split type, drainable economizers shall be furnished as required to
raise the Feedwater supply temperatures to suitable drum approach temperatures.
Economizers shall be arranged for multipass water flow. Nonsteaming
economizers and Feedwater Preheater are required. Provisions for corrosion
prevention of tube and fins shall be made.
5.1.5 Duct Firing: Duct burner systems using low NOx technology shall be
supplied for each HRSG. The duct burners shall be capable of producing
sufficient steam to produce the maximum output of the steam turbine generator
at all ambient temperature conditions. The duct burner system shall be
controlled from the DCS. The duct burner system includes the duct burner,
igniters, flame scanners, and burner safeguard system.
5.2 Boiler Blowdown System
A continuous boiler water blowdown system shall be provided for each steam
drum. A continuous boiler blowdown quality sampling and indicating system
shall be provided by Contractor as part of the boiler blowdown system.
The HRSG manufacturer shall guarantee the steam purity at the main steam
outlet based on the steam turbine manufacturer's steam purity requirements and,
therefore, must set the drum water concentration limits, which consequently
establishes the blowdown rate. Actual HRSG blowdown rate shall be based on
the data supplied. However for design purposes, a 4 percent blowdown rate
shall be utilized.
Boiler drum water conductivity sensing equipment shall be provided and
continuous indication with alarm limit monitoring shall be provided in the
distributed control system. The blowdown rate shall be adjusted based on
conductivity through the DCS system.
The Contractor shall provide a boiler blowdown system designed to recover the
heat in the blowdown water. Boiler blowdown from each HRSG shall be
discharged to a continuous blowdown tank. Steam from the continuous blowdown
tank shall be recovered. Water from the continuous blowdown tank shall
discharge to an atmospheric blowdown tank.
The continuous blowdown tank shall be designed to separate flash steam from
the heat recovery boiler blowdown efficiently and to minimize erosion and
operational problems. The following items should be considered when
designing the continuous and atmospheric blowdown tanks and there associated
system:
a. The tanks shall be designed in accordance with
the ASME Code, Section VIII; Division I, for a
design pressure equal to one-fourth the drum operating
pressure at MCR.
b. Blowdown must enter the blowdown tanks tangentially
to take advantage of centrifugal force to separate steam
from liquid.
c. A stainless steel wear plate must be furnished
for erosion protection where the flashing blowdown
impinges on the wall of the blowdown tanks.
d. An anti-swirl baffle must be provided at
the blowdown tanks drain outlet connection to prevent
the formation of eddies and blow through of steam into
the water drain system.
e. The blowdown system shall be designed to avoid
the problems associated with two-phase flow in the
blowdown line.
f. Valves specifically designed for blowdown
control shall be utilized for this purpose. These
valves have outlets larger than the inlets. The
tank connection size must not be less than the
valve inlet size.
g. Discharge from drains from the
atmospheric blowdown tanks and other sources,
which are to be discharged to sewers, or other
bodies of water, shall not exceed 140 Degrees
Fahrenheit. Service water shall be used to quench
the drains (to lower the total drain temperature)
before dumping to waste.
h. The blowdown tank shall be provided complete
with safety relief valves, high liquid level
transmitter and alarm, liquid level indicator,
controls and outlet valve, pressure gauge, thermometer,
and stainless steel wear plate for incoming blowdown
water. The water and steam connections shall be
welded.
i. The blowdown system shall be furnished
and installed complete with all pipe, valves,
fittings, instrumentation and controls. Isolating
and bypass valves with associated pipe shall be
furnished on the blowdown tank.
j. The tanks shall be located near the HRSG's.
5.3 Inlet and Ductwork
All ducts shall be welded gas tight construction, a minimum of 1/4-inch
corrosion resistant carbon steel plate with supports and stiffeners to
withstand an internal pressure as specified for the boiler casing, paragraph
5.1.2.3. Ducts shall be furnished with access doors to all cavities and
expansion joints. The gas turbine exhaust flange expansion joint shall be
designed to prevent excessive forces and moments on the turbine.
The ductwork between the gas turbine and waste heat recovery boiler shall be
internally insulated with high-temperature insulation. Refractory lining
shall not be used unless absolutely required by service conditions. The
internal insulation shall be stainless steel plate lined to prevent erosion
or spalling deterioration. The lining shall be stainless steel, 12 gauge
minimum thickness, suitable for maximum expected gas temperatures.
The boiler outlet duct-to-stack breeching shall be externally insulated and
covered by corrugated aluminum lagging up to the stack damper. All
insulation thicknesses shall be calculated to limit surface temperature to
140 Degrees Fahrenheit with air at 80 Degrees Fahrenheit, 1-mph wind.
Ducts and supports shall be furnished complete including all supports.
5.4 Not used
5.5 Stack
The stack height has been established in the PSD permit as 130'. Stack
outlet may be constructed of steel with an I.D. of 19 ft. per the PSD Permit.
Stack design material, protective coatings and insulation shall be
compatible with temperatures and operating conditions that may be
encountered. Stack shall be self-supporting, un-guyed, and unlined,
constructed of steel plate. A corrosion allowance of 1/16" shall be used for
steel stack. Connections for emissions compliance testing shall be provided
on the stack. Full circumference platforms shall be furnished at each
testing level. Ladder access to the test platform connections shall be provided
along with platforming at the connection elevation. Contractor shall
provide a source emissions monitoring system for continuous monitoring of
stack emissions on each stack. The monitoring system shall meet all
applicable Federal and State standards for monitoring of stationary services
in the appropriate size class.
Each stack shall be provided with a stack damper to retain heat when the HRSG
is not in operation. The DCS will be provided a status signal of the damper
cap position (fully open or fully closed). The stack damper shall be
actuated from the DCS.
5.6 Instrumentation and Control
Instrumentation and controls shall be provided as required to allow for
optimum operation under all normal and transient conditions that can
reasonably be expected.
All valves and control devices shall be accessible and conveniently located
from grade or platforms.
5.6.1 Automatic Controls: The control of the heat recovery boiler shall be
completely integrated with the Distributed Control system and shall be
operable from the control room.
5.7 L.P. Drum
The volume of water in the LP Drum at normal water level shall not be less
than 7 minutes of maximum design Feedwater flow. At the maximum water level
it shall not exceed 85 percent of the total LP Drum volume.
5.8 Boiler Feedwater Pumps
5.8.1 General: Five (5) 100% capacity (based upon one HRSG) highpressure feed
pumps shall be provided and four (4) will be installed to serve the HRSG's.
Feed pumps shall be horizontal, centrifugal, multistage, horizontally split or
barrell type with an intermediate pressure takeoff. The uninstalled
high-pressure feedwater pump shall be supplied as a spare.
5.8.2 Design Conditions and Performance Requirements: The pumps shall be
capable of operating continuously at minimum flow without damage to the
pumping equipment. Total head and pump efficiency shall be designed in
accordance with the Hydraulic Institute Standards, Centrifugal Pump Section.
Flow velocities at the outlets of discharge nozzles of the feed pumps shall
not exceed 20 feet per second.
The design head shall be determined by Contractor using the design flow and
equipment and piping pressure losses expected. A 3% margin shall be added to
the pump head.
The capacity of each feed pump shall be rated at 100% of maximum flow to
each HRSG plus a 5% margin.
Contractor shall provide Owner with pump performance characteristics curves
on which total developed head, brake horsepower, speed, required NPSH, and
efficiency are plotted as functions of volumetric flow rate between shut-off
and run-out and minimum suction flow as a function of pump speed. Total
developed head and pump efficiency shall be defined in accordance with the
Hydraulic Institute Standards.
The first critical speed of the pumps shall not be more than 75 percent of
the rated pump speed.
Contractor shall provide one (1) electric motor as the driver for each pump
specified.
Pumps for same service shall be of the same model, manufacturer, and
identical in construction so that similar parts of the pumps shall be
interchangeable.
Renewable shaft sleeves shall be provided at bearing points and stuffing
boxes to prevent as much as practical shaft wear.
Impellers shall be keyed and nut-locked to the shaft to bear all operating
loads.
All impellers shall be statically and dynamically balanced.
Wear rings on the impellers shall have a Brinell hardness number that is at
least 100 greater than the Brinell hardness on the casing wear rings. Wear
rings shall be replaceable, as required.
Full size impellers shall not be used.
Flexible couplings shall be provided to connect motor driver and pump shafts.
Couplings shall be either the nonlubricated types (manufactured by Thomas,
Zurn, or equal) or the batch lubricated type (manufactured by Zurn, Koppers,
or equal).
Pump bearings shall be journal type and provided in sufficient number and
located to obtain proper shaft alignment and minimize noise level. All pump
bearings shall be oil lubricated.
Each bearing shall be provided with a vibration probe with a proximeter and
shall be integrated into the integrated plant Distributed Control System.
All running, starting and idle thrusts and all unbalanced hydraulic thrusts
shall be carried out by the Kingsbury type pump thrust bearing.
5.8.4 Materials: Materials for the boiler feed pumps shall be as specified
below (ASTM Specification and grades):
Casing A 743, Gr CA-15
12% Chrome Stainless Steel
Base Plate A283, Gr C
A285, Gr C
Shaft Sleeves Stainless Steel, ASTM A582, Type 416, Condition H
Impeller(s) A 743, Gr CA-15
Shaft A 276, type 410
Split Retaining Ring ASTM A743, Grade CA6 NM
Impeller Wear Rings AISI Type 420 Stainless Steel, Hardened
Throttle Bushings ASTM A743, Grade CA6 NM, Stainless Steel (13%
chrome - 4% nickel)
Where two or more materials are specified for a component or part, Contractor
shall make a choice.
Contractor may propose alternate materials, which in its experience are more,
suited to the intended service. The alternate materials shall be subject to
Owner's review.
6.0 STEAM TURBINE-GENERATOR AND AUXILIARIES
6.1 Steam Turbine-Generator: The Contractor shall include in its Scope of
Work the two (2) steam turbine-generators, the specifications in Appendix A.
6.2 Steam Surface Condenser:
6.2.1 General Requirements: Contractor shall provide a steam surface
condenser and accessories, including condenser tubes, and steam jet air
removal system, in accordance with Heat Exchange Institute Standards and ASME
Boiler and Pressure Vessel Code. The steam surface condenser shall be designed
for outdoor installation. The steam surface condenser shall be designed to
provide decreation of the HRSG make-up water with less than 7.0 ppb of
dissolved oxygen in the vacuum condensate.
6.2.2 Design Conditions and Performance Requirements: The condenser
shall be designed in accordance with HEI Standards for steam surface
condensers. Where the HEI Standards and this section of the SOW are at
variance, this section shall control.
The condenser shall maintain the backpressure required by the steam turbine
guaranteed rating while operating with circulating water temperatures based
upon cooling tower performance under design ambient conditions as specified
in the Performance Data and guarantees.
The condenser shall be capable of maintaining the backpressure and exhaust
temperature within the permissible limits set by the turbine manufacturer
while experiencing continuous operation of the steam turbine bypass system at
maximum expected flow. The condenser design shall be capable of
condensing full steam production from the HRSG HP, IP, and LP sections and
shall maintain condenser pressure within the turbine manufacturer limits for
operation.
Contractor shall determine all circulating water uplift forces that affect
foundation design. The uplift forces shall be determined with the discharge
valve of one circulating water channel closed or all the discharge valves at
the outlet shell closed so that the inlet waterbox uplift forces are based on
circulating water pump shutoff pressure.
6.2.3 Materials: Material for the condenser tubes shall be 304 SS - 22
BWG. The tube sheet shall be stainless steel. The water boxes shall be
epoxy coated for corrosion protection.
Tubesheet design analysis shall be performed to determine both tube loads and
maximum stress levels within the tubesheet.
Expansion joints shall be used at all the inlet and outlet waterbox
circulating water connections for thermal expansion and fit. All joints
shall be tied joints.
Waterboxes shall be full access bolted cover plate type. Inspection access
shall provide access to inlet and outlet water boxes.
Waterboxes shall be protected with a passive cathodic protection.
Contractor shall furnish an exhaust neck expansion joint between the turbine
and the condenser. The exhaust neck expansion joint shall be capable of
absorbing turbine exhaust hood and condenser movement in any direction from
the horizontal and vertical centerlines of the hood.
6.3 Condensate Pumps
6.3.1 General: Four (4) 50% capacity (of total plant condensate flow)
condensate pumps shall be provided, two (2) installed for each surface
condenser.
The condensate pumps shall be designed in accordance with the Hydraulics
Institute Standards, Centrifugal Pump Section. The pumps shall be vertical
type centrifugal pumps driven by constant speed electric motor.
The pumps shall be designed and manufactured for safe and reliable operation
and supplied with suitable materials. They shall operate without cavitation
and vibration.
6.3.2 Design Conditions and Performance Requirements: The design capacity of
each pump shall be determined according to the required capacity of the
system and pressure in deaerator at maximum continuous rating of the unit.
The design capacity of each pump shall be 50% of the maximum plant expected
condensate flow to the deaerators plus 5% margin.
In order to prevent damage at low flow operation beyond normal wear and tear
and to obtain sufficient cooling flow through the gland steam condenser; the
condensate line shall be provided with recirculation line for a safe minimum
flow back to condenser.
Each pump shall be suitable for direct connection to a vertical motor driver.
The pumps shall be designed to operate continuously over the pump operating
range without cavitation.
Contractor shall provide Owner with pump performance characteristic curves on
which total developed head, brake horsepower, required NPSH, and efficiency
are plotted as functions of volumetric flow rate between shut-off and
run-out. Total developed head and pump efficiency shall be defined in
accordance with the Hydraulic Institute Standards.
Contractor shall obtain a manufacturer's guarantee for the performance of the
pumping equipment. The tolerances on the guaranteed performance shall be in
accordance with the Hydraulic Institute Standards.
Pump head curve shall rise continuously from best efficiency head point to
shut-off. The pump shut-off head shall fall between 120 to 135 percent of
the total head at the best efficiency point.
The pumps shall be of the same model, manufacturer, and identical in
construction so that replacement parts are interchangeable.
The pump seal shall be designed for seal water injection with seal water
supplied from the common pump discharge header during pump operation. The
first pump to start will run momentarily without seal water injection.
Contractor shall provide one (1) vertical electric motor as driver for each
condensate pump.
Suction strainers for each pump shall be supplied. The unit shall be
arranged to facilitate inspection and maintenance. Motor head unit and
inner assembly shall be readily removable without disturbing the pump can.
6.3.3 Design and Construction Features: The condensate pumps shall be
centrifugal, multistage, vertical can type.
Wearing rings for pump bowl shall be replaceable.
Renewable shaft sleeves shall be provided at bearings and stuffing boxes to
prevent shaft wear.
Impellers shall be of the enclosed type for first stage and the semi-open or
enclosed type for remaining stages and shall be securely fastened to the
shaft so as to withstand all operating loads including maximum reverse
rotation.
Full size impellers shall not be used.
All impellers shall be statically and dynamically balanced.
Shaft couplings shall be of the sleeved-keyed type. Screwed type shaft
couplings will not be accepted.
6.3.4 Materials: Materials for the condensate pumps shall be as specified
below. Contractor may propose alternate materials, which in its experience
are more, suited to the intended service. The alternate materials shall be
subject to Owner's review. Where two or more materials are specified for a
component or part, Contractor shall make a choice.
Can and Pump head including
Motor Support and Mounting Base ASTM A 283, Gr. C
ASTM A 285, Gr. C
Bowls and Suction Bell ASTM A 48, CL. 30
Impellers ASTM A 48, CL. 30
Shaft ASTM A 582, type 416
Shaft Sleeves ASTM A 743, type 316
Wearing Rings (Bowl and Impeller) ASTM A 743, type 316
Bearings Carbon
Shaft Couplings ASTM A 276, type 410 H.T.
Motor-Pump Couplings ASTM A 181, Gr. I
Flanges ASTM A 105, Gr. I or II
Column Pipe ASTM A 106, Gr. A
The Brinell Hardness of the bowl wearing rings shall be not less than 100
greater than the Brinell Hardness of the impeller wearing rings.
6.4 Condensate Storage Tank: The condensate storage tank shall have a
nominal capacity of 150,000 gallons and shall be constructed per the
requirements included in Section 18. The condensate tank shall be used for
hotwell make-up storage.
6.5 Turbine Bypass and Desuperheater(s): The Contractor shall design and
provide bypass system in accordance with the requirements of Section 21.4 for
periods when the steam turbine will not accept steam from the HRSG's.
Included with this system shall be all piping, drains, valves,
instrumentation, and desuperheater(s), controls and appurtenances required
for a complete system. Dump valves shall be located as close as possible to
the condenser. Dump lines shall be self-draining to the condenser. The
desuperheater(s) shall be sized to protect downstream equipment and piping
and shall be equipped with strainers and control valves for adequate operation.
7.0 COOLING SYSTEM
7.1 General
Two (2)-cooling water systems (one for each power block) shall provide a
continuous supply of cooling water to the Facility. A "recirculating" type
of system, using a cooling tower, shall be used.
Main components of each cooling water system specified in this section, are:
circulating water pumps, pump structure, circulating water piping, cooling
tower, cooling water heat exchanger and auxiliary closed cooling water pumps.
Size and basic design parameters of the main components of each cooling
water system shall be based on "optimum" capital and operating costs and
shall meet the performance requirements established for the condenser and
steam turbine at vendor guaranteed load conditions. The cooling towers
shall be designed to operate over the maximum expected ambient temperature
range defined in Table 3-1 with appropriate anti-icing controls.
The cooling water systems shall be designed to utilize untreated water from
Lake Pat Mayse for cooling tower makeup.
7.2 Circulating Water Pumps
7.2.1 General: Five (5) 25% capacity (of total plant circulating water flow)
circulating water pumps shall be provided and shall be designed for
continuous service.
Two (2) pumps for each cooling tower with one pump for the warehouse.
The pumps shall be vertical (single stage, mixed flow) types.
The pumps and all associated valves, lubrication equipment and accessories
shall be located adjacent to the cooling tower. The pump pit shall be
equipped with intake screens to protect the pumps from debris. Two (2) sets
of screens shall be provided to allow cleaning of one (1) set with the second
set in place. An overhead monorail and electric hoist shall be provided to
facilitate screen removal. The screen shall have 3/8" maximum opening
size and shall be stainless steel.
7.2.2 Design Conditions and Performance Requirements: The pump suction
specific speed shall be sufficient to prevent cavitation under the Operating
Conditions.
The structural integrity of pumps, drivers, and accessories shall not be
impaired by flow reversal through a pump, resulting from failure of its
driver, with its discharge valve wide open and the remaining pumps operating.
The pumps shall be suitable for outdoor locations.
The sources, descriptions, and chemical analysis of circulating water and
water available for bearings, seals, and cooling shall be provided to the
pump manufacturer by the Contractor.
Each pump shall be direct connected to an electric motor driver. The electric
motors shall be furnished with non-reverse ratchets.
Contractor shall prepare the pump performance characteristic curve on which
total developed head, brake horsepower, and efficiency are plotted as
functions of volumetric flow rate between shut-off and run-out. The minimum
submergence for no cavitation shall also be plotted between the minimum flow
rate and run-out. Total developed head and pump efficiency shall be defined
in accordance with the Hydraulic Institute Standards.
Contractor shall prepare torque-speed curves from zero to rated pump speed.
These shall include starting against a closed discharge valve.
The system-operating mode shall be arranged to start each pump against a
closed discharge valve, which will open automatically as the pump comes up to
speed.
7.2.3 Design and Construction Features: Each component, including the motor
driver, shall be designed to resist all static and dynamic loads imposed on
it during all modes of pump operation. The operating modes include normal
operation in any parallel arrangement, start-up, and shutdown. The pump
discharge flange shall be designed to handle the stresses imposed when the
pump is started up with the column empty.
An electric motor-operated butterfly valve shall be provided at the
discharge of each pump.
The pump assembly shall be of the removable (pull out) type.
The pumps shall be identical in construction and similar parts of pumps shall
be interchangeable.
The impeller shall be dynamically balanced.
Full size impellers shall not be used.
The net axial thrust shall be balanced. This bearing shall be sized to
balance the maximum axial thrust that may occur during any mode of pump
operation required to meet the Operating Conditions.
Replaceable impeller and casing wearing rings shall be provided to minimize
leakage from the discharge to the suction side of the impeller. Rings shall
be designed to minimize as much as practical erosion due to particulates in
the circulating water.
Shaft sections shall be machined over their full lengths. Replaceable sleeves
with the proper surface characteristics of roughness and hardness shall be
provided at bearings, seals, and all locations subject to wear.
Pump diffuser rings shall be replaceable.
All pump and shaft bearings shall be water lubricated. The source of
lubricating water shall be fresh/clean water from another Contractor
furnished pressurized system. If the lubricating water requires filtration or
other processing prior to use, Contractor shall provide the necessary
equipment as part of its lubricating system.
7.2.4 Materials: Materials for the circulating water pumps shall be as
specified below.
Where material is not specified, Contractor shall select it for approval by
Owner. When such material is to be in contact with the circulating, bearing,
sealing, or cooling water it shall have the same corrosion and erosion
resistance as specified material in the same water environment.
Component Name ASTM Spec.
Suction Bell Cast Iron A48 Class 30
Bowl Assembly Cast Iron A48 Class 30
Column Pipe & Discharge Elbow Carbon Steel A36 or A53
Shaft Tube S.S. 316L A312
Bearing Spider Carbon Steel A235
Impeller Bronze B584-C86500
Shaft S.S. 416L A582
Shaft Sleeves S.S. 304L A269
Wearing Rings S.S. Type 316 A743
7.3 Circulating Water Pipe
7.3.1 Design Conditions and Performance Requirements: Maximum average
pipe velocity shall not exceed 10 fps.
Pipe shall be designed to withstand internal pressures, both operating and
transient. Minimum design pressure shall be higher than both the pressure
corresponding to the shutoff head of the pump and the minimum design pressure
specified in the applicable piping standard.
The piping system shall be designed to withstand all external loads; both
with the pipe empty and in combination with internal pressure. Buried
portions of pipe shall be capable of resisting internal pressure without
backfill in place.
Depth of the earth cover shall prevent floating of the empty pipe when ground
water level is at its maximum level, but will be a minimum of 3 feet deep
where buried.
Pipe installed under traffic areas shall be designed to withstand HS20-44
truck loading.
7.3.2 Materials: The type of pipe to be used shall be either reinforced
concrete or pre-stressed concrete, or carbon steel, pressure pipe.
7.3.3 Design and Construction Features: The stiffness of pipe and restrained
joints and/or supports shall be utilized to counteract unbalanced forces
imposed in the piping system.
Contractor shall provide cathodic protection.
7.4 Cooling Tower
7.4.1 General Requirements: Contractor shall provide two (2) mechanical
induced draft cooling towers (one for each power block) and accessories in
accordance with Cooling Tower Institute Standards.
The towers shall be located to minimize as much as practical the impact of
fogging and drift emissions on the adjacent roadway as shown on the Plot
Plan.
Fire protection provisions shall be as defined in NFPA No. 214.
7.4.2 Design Conditions and Performance Requirements: Each cooling tower
shall be designed to dissipate the thermal load of the turbine and other
auxiliaries for one Power Block and to provide the cold water temperatures
consistent with Section Design Conditions.
The cooling tower design shall be of mechanical induced draft, multicell,
counterflow.
Arrangement and orientation of the cooling tower(s) shall take into account
prevailing winds.
Cooling towers shall be designed to operate using untreated water from Lake
Pat Mayse.
The towers (including fill and its support system) shall be designed to
include necessary features to prevent damage from freezing during operation
under any mode.
A manual control bypass system shall be provided to bypass return water
directly to the cooling tower basin under freezing conditions.
7.4.3 Materials: Materials for the tower and accessories shall be
satisfactory for use with the cooling water and with any other fungicides and
biological growth inhibiting agents that Contractor may choose to use.
Material shall be as specified below. Where two or more materials are
specified for a component or part, Contractor shall make a choice.
Fill
Modular - PVC Flame Spread Rate less than 25
by ASTM E-84.
Drift Eliminators Waves - PVC, Flame Spread Rate less than 25
ASTM E-84. Maximum drift rate
0.003% of circulated water flow.
Drift Eliminator
Spacers - Plastic
Distribution System
Piping - FRP and/or PVC
Nozzle Parts - Polypropylene with Stainless Steel
Hardware. Color-coded by diameter.
Mechanical Drive System
Motor - TEFC, single speed,
Class F insulation, with 1.15
service factor. Fan bhp at rated
conditions shall not exceed motor
nameplate rating.
Drive Shaft - Graphite Composite material or
stainless steel.
Gear Reducer - Right angle, single reduction
designed per AGMA Standards with
safety factor of 2.0 on nameplate HP.
Direct coupled, shaft driven oil
pump, sealed B-10 rated bearings,
and epoxy coated, equipped with
vibration switch.
Fan - Fiberglass reinforced polyester (FRP)
construction, blades factory
balanced. Epoxy coated cast iron
or galvanized steel hub with
galvanized or high strength alloy
steel fasteners, manual pitch
adjustment.
Support Frames - Welded structural steel
construction, epoxy coated.
Fan Stack
Shroud - Fiberglass Reinforced Polyester (FRP),
panel construction.
Bolts - Stainless Steel, 300 series.
Structures Stairways - Douglas fir in accordance with the
wood grades as stress valves
established in CTI Bulletin
STD-114, select structural, and
minimum.
Ladder W/Cage - Galvanized Steel
Other Wood Parts - Douglas fir
Except as
Specified
Otherwise
Nails - Stainless Steel Type 304
Connector Plates - Stainless Steel Type 304
Column Bases - Stainless Steel Type 304
Shear Plates, - Stainless Steel Type 304
Split Rings
Bolts, Nuts, - Stainless Steel Type 304
& Washers
Fan Deck - Treated Douglas Fir or Red Wood
7.4.4 Design and Construction Features: Partition walls shall be provided
for internal baffling. The walls shall be designed for all combinations of
fans in service, and shall provide for the shutdown of any single fan-cell for
maintenance and inspection. Cells will be isolated for fire control.
The distribution system shall be provided with sufficient valving to allow
complete isolation of each cooling tower cell.
The cold water basins shall be sized to provide a nominal 4-foot water
storage depth for operation with no make-up water available.
The cooling tower fans shall be furnished with single speed motors and
manual variable pitch fan blades to allow control of the cooling tower at
varying cooling loads in the most energy efficient manner. Control of fans
will be accomplished through the DCS.
High and trip vibration sensing switches shall be provided for each fan.
High vibration shall cause a DCS alarm and trip shall cause the fan to shut
down. These alarm and trip functions will be overridden for an adjustable
time period during the initial high vibration experienced at start-up.
7.4.5 Fire Protection System: A complete cooling tower fire protection
system shall be provided as specified under Section 16 "Fire Protection."
7.5 Closed Cooling Water System
Two (2) closed cooling water systems shall be provided (one for each power
block) and designed to remove the thermal load from all auxiliary items
requiring cooling water. The systems shall be designed to use make-up water
from the condensate transfer pump discharge and shall utilize two (2) 100%
capacity heat exchangers for heat rejection for each Power Block.
7.5.1 Closed Cooling Water Heat Exchangers: Each heat exchanger shall be a
100% capacity unit of one power block connected to the circulating water
system. The materials of construction shall be adequate for the water
chemistry of the circulating water and closed cooling water.
7.5.2 Closed Cooling Water Pumps: Two (2) 100% capacity (of each power
block) cooling water pumps shall be provided. The pumps shall be horizontal
type centrifugal pumps driven by constant speed motors. Each pump shall be
complete with case, shaft, impeller, base plate, coupling, and driver.
7.5.3 Other Requirements: All piping, valving, instrumentation and
controls shall be designed and provided. Also, a water head tank of a size
to be determined by the Contractor, shall be provided as well as a pot feeder.
8.0 WATER TREATMENT SYSTEMS
8.1 General: Contractor shall provide the following major Water Treatment
Systems.
8.1.1 Makeup demineralizer system consisting of two (2) 100% capacity
multi-media filters, cation-anion-mixed bed trailer mounted demineralizer
trains, and a demineralized water storage system. (The trailer mounted
demineralizers will be regenerated offsite). The flow rates below are
maximum flow rates per train.
8.1.2 Demineralized Water Storage and Transfer System
8.1.3 Chemical injection systems for feeding oxygen scavenging and boiler drum
water formulation chemical.
8.1.4 Cooling tower chemical injection systems.
8.1.5 Sampling systems.
8.2 Makeup Demineralizing System
8.2.1 Function: The function of the trailer mounted Make-up
Demineralizing System shall be the nearly complete removal of dissolved
solids in cation-anion-mixed bed demineralizer trains. The feed will be
from the city supplied potable water line. See Appendix F for water analysis.
8.2.2 Design Criteria
The nominal flow rate rating of the demineralizer system with one trailer-
mounted train in service will be 75 gpm net measured at the mixed bed unit.
Both demineralizer trains, operating together, will produce a minimum of
216,000 gallons per day (net to storage) between regenerations during a
24-hour period. Both demineralizer trains, operating together, will produce
a service rate of 150 gpm at the common discharge of the mixed bed units
during the demineralizer service cycle.
8.2.3 Contractor Requirements
The contractor shall provide a paved area for two trailer mounted Make-up
Demineralizing Systems with adequate access to allow for trailer replacement/
removal without disruption of normal plant operations. Contractor shall
provide all interconnecting piping (including flexible hoses and connections)
and valving for the potable water supply and for the demineralized water
which is to be transferred to the demineralized water storage tank. The
contractor shall also supply flexible wire and connectors for instrumentation
and alarm signals for the DCS.
8.3 Demineralized Water Storage and Transfer System
Location To be determined by Contractor
Storage tank volume, gallons 150,000
Transfer pumps, number (2) 100%
8.4 Feedwater Chemical Injection Systems
8.4.1 Function: The function of the Feedwater Chemical Injection System is
to remove residual oxygen and chemically control feedwater and drum water
limits.
8.4.2 General Requirements: The major items of work required shall include:
One (1) oxygen scavenger system
One (1) corrosion inhibitor system
Two (2) dispersant/polymer systems
8.4.3 Design Features: The Feedwater Chemical Injection Systems shall receive,
measure, store, mix and meter chemical solutions.
Each system shall include each of the following:
Measurement container
Calibration cylinder
Two (2) chemical metering pumps and skid
Enclosed chemical storage and containment area for totes (totes
supplied by others)
For each system all instrumentation, valves, interconnecting piping and
control panels shall be provided.
8.5 Cooling Tower Chemical Injection System
8.5.1 Function: The function of the Cooling Tower Chemical Injection System
is to inject chemical solutions into the cooling tower circulating water for
control of all necessary parameters.
8.5.2 General Requirements: The major items of work required shall include:
One (1) cooling tower pH control system
One (1) cooling tower corrosion and deposition inhibitor system
One (1) circulating Water Chlorinating System
All other necessary chemical solutions not listed above but necessary for
proper system maintenance shall be provided.
8.5.3 Design Features: The Cooling Tower Chemical Injection System shall
receive, measure, store, mix, and meter chemical solutions.
Each system shall include each of the following:
Measurement container
Calibration cylinder
Two (2) chemical metering pumps (one only for pH control), and skid
Chemical storage and containment area for totes (totes supplied by others)
Sodium hypochlorite storage tank
For each system all instrumentation, valves, interconnecting piping and
control panels shall be included.
The cooling tower pH pump shall be equipped with an electronic stroke
controller to allow capacity adjustment while the pump is running. The
controller shall adjust thecapacity from 0-100% in response to a 4-20 mA
input signal with an accuracy of +/- 0.5% of scale.
The shot feeder shall come equipped with all piping, valves and connections
necessary for operation.
8.6 Sampling System
Two (2) sample panels shall be provided. One per power block.
8.6.1 Function: The sampling system shall receive, filter, cool (if
necessary), reduce pressure (if necessary), indicate flow, and indicate all
necessary system parameters both locally and remotely. Each sample panel
shall be designed to keep the analyzer probes wet during plant or equipment
shutdown.
Each system shall be panel-mounted in stainless steel with grab samples
located on the front. The back will be open for the "wet section". The "dry
section" for analyzers and electrical equipment shall be NEMA 12 with rear
access doors.
For each power block, each of the following shall be a sample source and the
parameters measured at each source.
No Sample Source Analyzers
1. Feedwater at HRSG A pH (shared with HRSG B)
Economizer Inlet Specific and Cation
Conductivity (shared with Boiler B)
Dissolved Oxygen (shared with Boiler B)
2. Feedwater at HRSG B pH (shared with HRSG A)
Economizer Inlet Specific & Cation Conductivity (shared
with HRSG A)
Dissolved Oxygen (shared with HRSG A)
3. Boiler Blowdown Water, Conductivity
HRSG A pH
4. Boiler blowdown Water, Conductivity
HRSG B pH
5. Saturated Steam, HRSG A Specific & Cation Conductivity
(shared with HRSG B)
6. Saturated Steam, HRSG B Specific & Cation Conductivity
(shared with HRSG A)
7. Superheated Steam, HRSG A Cation Conductivity
(shared with HRSG B)
8. Superheated Steam, HRSG B Cation Conductivity
(shared with HRSG A)
9. Feedwater From each LP Dissolved Oxygen
Drum
10. Condensate Pump Discharge pH
Dissolved Oxygen
Cation Conductivity
& Specific Conductivity
11. Circulating Water Conductivity
pH
12. Demineralizer Outlet None (Grab Sample Only)
13. Condensate Makeup Specific & Cation
Conductivity
9.0 WASTEWATER TREATMENT SYSTEM
The Contractor will be responsible for the collection of all process waste
and sanitary waste steams within the site and the hookup to the sewer line.
On the site all plant waste streams shall be combined into a single wastewater
manhole before being discharged into the sewer line. Sampling wells shall
be provided for each waste stream.
Plant wastes (excluding sanitary waste) including, sample drains, washdown
and miscellaneous building waste shall flow to a common waste water sump and
will be pumped through a oil/water separator. From the oil/water separator,
the combined plant wastewater will gravity drain to the wastewater manhole.
The cooling tower blowdown shall flow to the wastewater manhole. Sanitary
waste and wastewater manhole shall flow to the sanitary sewer interface point
by gravity drain.
Oil containment areas for the transformers and fuel oil unloading and storage
areas shall be equipped with valved drain lines to permit controlled draining
of accumulated rain water from those areas and shall flow through an oil/
water separator(s) to the wastewater manhole.
During washdown of the gas turbines, wash water will be drained and contained
in a vault. The vault will be capable of being drained by a truck with a
vacuum pump.
Waste discharge shall be per the City of Paris Permit requirement, and shall
be designed to meet all applicable federal, state and local regulations.
10.0 FUEL SUPPLY SYSTEM
Natural gas shall be used as the only fuel for each gas turbine. The Owner
shall provide natural gas service up to the interface at the downstream
flange connection at the metering station. Contractor shall furnish all
distribution piping from the metering station to all points of consumption
with separate high accuracy meters capable of providing input to the DCS.
Contractor shall provide a natural gas filter separator.
10.1 Natural Gas Booster Compressors: Natural gas booster compressors will
not be required.
10.2 No. 2 Fuel Oil Storage and Handling: A fuel oil storage tank and
handling system shall be provided for the black start generators and
maintenance generator. Fuel oil storage and spill prevention measures,
handling, and transfer system areas, and including facilities shall be in
accordance with the latest Federal, State, and local regulations regarding
fuel oil spills and leakage to the ground. A steel or concrete containment
wall shall be provided. A soil berm will not be accepted. An NFPA 13, 15
and 20 foam fire protection system shall be provided for the tank. A cover
shall be provided over the fuel-unloading sump to prevent rainwater from
entering the sump.
10.2.1 One (1) Nominal 25,000 gallon Fuel Oil Storage Tank shall be
provided and erected in accordance with the specifications herein. Tank
design and fabrication shall be in accordance with the requirements of API
650 for Fuel Oil Tanks and as specified herein. Tank shall be atmospheric,
vertical, and above ground. The tank bottom shall be sloped 2" per 10'
from the outside diameter to the center water sump. Tank will be used to
store No. 2 grade fuel oil to be used by the Diesel Generator units.
Materials shall be equivalent to, or shall exceed, the strength and
corrosion-erosion resistance of the following listed materials. Alternate
materials will require the approval of the Owner.
Shell plate ASTM A36
Nozzles and manhole necks ASTM A53 Grade B, seamless.
Manhole necks may be rolled
from steel plate as specified
above.
Structural shapes ASTM A36 except where otherwise specified
Forged steel flanges ASTM A181 Grade I or II; ASTM A105
Grade I or II
Plate flanges and covers As specified above under shell plates
Gaskets Neoprene or as recommended by
Manufacturer
Interior and exterior In accordance with Section 18
coatings of these specifications
10.2.2 Plate thickness: Tank shall be designed and constructed in
accordance with the requirements of API 650, plus corrosion allowance for the
bottom, shell, and roof plates. The corrosion allowance for the shell, roof,
and bottom plate shall be a minimum of 1/16 inch.
10.2.3 Specific Gravity of tank contents: 0.85
10.2.4 Dimensions: To be determined by Contractor.
10.2.5 Grounding Pads: The tank shall be provided with four grounding pads
equally spaced around the exterior of the tank, and 6 inches above the
bottom. Grounding pads shall be Type 304 stainless steel and shall be welded
to the tank. Pads shall be 2 inches by 3-1/2 inches by 1/2 inch thick and
shall be drilled and tapped to the full thickness of the pad for two 3/8-16
hex head cap screws. Screw hole spacing and location shall match that of
NEMA standard two-hole terminals. The contact surface shall be flat and smooth
and shall be protected during shipment and erection to maintain the contact
surface quality.
10.3 Accessories:
10.3.1 Nuts and bolts shall be included for all mating parts including blind
flanges and shall be carbon steel A307 zinc plated.
10.3.2 Gaskets shall be included. Two spare sets shall be provided for
manways.
10.3.3 Ladder: An exterior caged ladder shall be provided extending from
1 foot above grade level to 3'-6" above roof level. Ladder shall have
ladder clips with ladder clips welded to tank. Ladder shall be installed in
accordance with OSHA and NFPA. Intermediate platform shall be provided if
required by OSHA.
10.3.4 Handrail: Provide OSHA approved handrail around top manway.
10.3.5 Vent: One normal tank vent shall be provided at or near the center
of the tank roof. Vent shall have capacity to pass air so that excessive
pressure will not be developed in the tank with No. 2 fuel oil exiting and/or
entering the tank at 250 gpm. As a minimum, the vent shall be at least the
same size as the larger of the tank fill and pump suction connections. The
vent shall be provided with a flame arrester, Varec Fig. 50 (or equal). The
flame arrestor nominal size shall be equal to the vent size.
10.3.6 Screen and Hood: A corrosion resistant screen or perforated
plate with 3/8 inch holes shall be provided to exclude birds or animals and
have a net area at least equal to the vent line.
10.3.7 Emergency Relief Vent: One emergency relief vent shall be provided
that will relieve excessive internal pressure caused by exposure fires. The
emergency relieve vent shall be sized in accordance with NFPA 30 paragraph
2-3.5.
10.3.8 Water Draw Off Sump: A water draw off sump shall be provided in
the center of the sloped tank bottom. The sump shall be a nominal 24" in
diameter with a 2" water draw-off line piped to the outside of the tank
shell. The pipe shall be provided with a 2" ANSI Class 150 connection. The
draw-off pipe shall be provided with suitable pipe supports on the internal
of the tank. The draw-off sump shall be constructed per API 650 paragraph
3.8.6.
10.3.9 Level Gauge: One Varec 6700 Series Target-Reading Type tank gauge
shall be provided (or equivalent). Miscellaneous steel, hardware and other
accessories shall be provided for the level gauge.
10.3.10 Hold Down Supports: The tank shall be provided with hold down
supports designed as required to maintain the tank in a stable condition
under all specified seismic, wind and other loads as listed in Section 3.
10.4 Finish
Exterior surface shall be painted in accordance with Section 14.5.9.
10.5 Connections
10.5.1 All external connections shall have continuous welds both internal
and external to tank. All connections shall be made of carbon steel.
Flange bolt holes to straddle natural centerlines. Connections 1/2"-2" shall
be 3000 lb. FNPT. Connections 2-1/2"-12" shall be 150 lb. RFSO.
10.5.2 Vent, size as required.
10.5.3 Emergency Vent, size as required.
10.5.4 Fuel oil pump recirculation inlet 1-1/2".
10.5.5 Fuel oil fill inlet 4".
10.5.6 Fuel oil pump suction outlet 2".
10.5.7 Level transmitter 3/4".
10.5.8 Level gauge connections shall be supplied as required.
10.5.9 Not Used.
10.5.10 Manway 24" (2), round with bolted hinged gasketed covers, one in
first ring of tank shell approximately 3'-0" above bottom of tank and one on
top.
10.5.11 No buried fuel oil piping will be used.
11.0 INSTRUMENTATION AND CONTROLS:
11.1 General Instrumentation and Control Philosophy
The instrumentation and control system for the plant shall be designed to
keep the number of plant operators to a minimum while providing sufficient
monitoring and control capabilities to ensure continued safe and reliable
operation of the plant and to alert the operators to any abnormal conditions
or situations requiring manual intervention in a timely manner. The
integrated control of all plant systems shall be accomplished using a
distributed control system as described in the following paragraphs. In
general, modulating controls will be backed up by interlocks and/or safety
systems which cause preplanned actions in cases where unsafe conditions
develop faster than the modulating controls or the operator can be expected
to respond. Local controls furnished as part of an equipment package shall be
interfaced with the central control room to provide the required control
and monitoring capabilities to the operator. Specific control and
monitoring requirements for the major equipment are described in the
specification sections covering the equipment.
All instrumentation and control equipment shall be of the latest proven
design with reasonable conservatism and shall be selected to achieve the
highest level of plant availability and ease of equipment maintenance. The
hardware shall be selected from manufacturers who commonly supply electrical
generation utilities. Standardization of instrumentation and controls
hardware shall be observed throughout the project. Signals for analog
control system inputs shall be provided from process transmitters at 4-20 mA
signal level or direct wired RTDs and thermocouples. Pneumatic signals
shall be 3-15 psi.
Local single closed loop control may be utilized for the control of systems
that do not require optimization such as, but not limited to, blowdown tank
level and feed pump minimum flow.
Individual sensors with integral or local controls such as local flow
controllers or direct level controllers will be utilized for these loops.
Redundant components, as required by code, will be installed as completely
separate devices with individual sensing taps and isolation capability.
Mechanical equipment will be provided with safety interlocks incorporated
into the system controls to prevent damage to the equipment.
Standby equipment may be selected for auto start by the operator through the
DCS and will automatically be placed into service when system conditions are
beyond the parameters set for normal operation. Annunciation will be
standard whenever a "standby" piece of equipment is placed into service.
Mechanical systems will incorporate in their control the necessary equipment
recommended by the manufacturer to assure that operational contract
conditions, as set forth by the seller, have been complied with.
Instrument primary sensing devices will be nominally ranged at 150 percent of
the systems normal operating pressure and temperatures.
11.2 Description of Plant Distributed Control System (DCS)
11.2.1 The DCS shall be designed for automatic supervisory control of the
combined-cycle power plant as well as initiate manual commands. The DCS
shall include supervisory controls, plant process operation monitoring, plant
operating condition indication, and display to advise operating personnel of
the current operating status of the plant and to enable the plant operator to
take over the manual control of the plant from the central control room in
the event of an emergency or abnormal plant upset conditions or during normal
operation.
Features of the DCS shall include redundancy of controllers, power supplies,
operator stations, printers, and communications. In addition to its control
capabilities, the system shall include all features required for historical
data recording, data processing, and minor calculations for report generation
and billing purposes. Sequence of events recording capability shall be
provided.
The DCS shall be utilized to the maximum extent possible for control of plant
equipment. The control consoles furnished as part of the DCS will provide
the control room interface with the process. Local manual backup of DCS
controls is not required. Where process equipment is furnished with its own
packaged controls and instruments, these devices shall be interfaced with the
DCS as required to provide data for monitoring, logging, to annunciate alarm
conditions, and to communicate DCS commands and responses to and from the
packaged controls as required.
11.2.2 As a minimum, the interface with packaged equipment shall provide
the following capabilities in the DCS.
Gas Turbine and Steam Turbine
Capability to raise and lower load, annunciate selected alarm
conditions and monitor key measured variables. Overall coordination of
power block electrical output by varying turbine output as a function
of ambient influences and plant auxiliary load.
Heat Recovery Steam Generator
Control of feedwater flow, drum level, and steam temperature. Monitor
all measured variables. Annunciate all alarm conditions.
Air Compressors
Monitor operating status. Annunciate common trouble alarms and
selected individual point alarms.
Sampling and Chemical Injection
Monitor continuous sample analyses, annunciate injection system common
trouble.
Demineralizers Control of water treatment may be by its own control
system. Annunciation of common trouble alarms to go to DCS.
Consideration shall be given to incorporating additional logic and
control functions, normally furnished by vendors as part of packaged
controls, into the DCS if justified on the basis of savings in
procurement, installation, and operating cost. Such decisions shall
take into account the effects of this incorporation of reliability,
warrantee and applicable code requirements for the systems.
A PLC may be incorporated into the DCS package provided the PLC has the
following minimum features:
Redundant hot-standby processors.
Redundant communications to the DCS processors.
The PLC is not to replace the DCS, but rather to supplement it in areas which
would normally be furnished by vendors as stand-alone PLC's, such as the
Demineralizer system.
Installation of the DCS shall be in accordance with the manufacturer
suggested practices. Installation shall take into account noise and
grounding.
Coordination of all electrical and steam generating systems with respect to
one another shall be maintained so that a change in plant load demand shall be
translated into a smooth, characterized change in demand to each affected
system. The coordinated control shall recognize a limitation exhibited in
these systems and shall take appropriate action.
The DCS shall be supplied with all process signals required to perform
calculations and comparisons by the operator.
The plant consumption and generation of energy shall be monitored and logged
in the DCS. Reports shall be generated for each billing period documenting
the amount of electricity generated and sold to the utility and/or the amount
provided by the utility, the amount produced by the Diesel Generators and the
amount consumed in the power plant. These reports will be used to confirm
the utility furnished metering system and may be relied on for billing in the
event of a utility metering system malfunction.
The DCS shall also include the following capabilities for monitoring and
controlling electrical systems within the facility:
All high voltage circuit breaker control and status indication on a
display single-line diagram.
Input and output signals as indicated on electrical oneline diagram.
Control and status indications of the emergency ac system transfer
switches.
Status and alarm indications of uninterruptible power supply (UPS) and
dc system.
11.2.3 The DCS shall have the following as a minimum:
4 double 19" CRT graphic displays, each with 2 operator keyboards
for operator control.
3 Dot matrix printers, for periodic reports, operator logging, and for
an alarm printer.
2 Color printers for screen copying.
1 Engineering workstation for programming modifications with drawing
plotter.
80 custom interactive P&ID graphics shall be included in the design.
In addition to these displays, all controls loops, indicators and
alarms will be shown on group displays depicting H/A stations and
push button stations.
Trend capabilities for 120 analog points with enough on line memory to
support 30 day recall of all 120 points at the following periods:
Temperature: 5 min.
Levels: 1 min.
Pressures: 1
min. Flows: 15 Sec.
Performance Monitoring shall be limited to primary process data
presentation to the operator/plant engineer. No heat rate or enthalpy
calculations are required.
11.3 Instrumentation and Control Devices:
11.3.1 Thermocouples and Resistance Temperature Detectors: Temperature
detectors shall preferably be resistance temperature detectors (RTDs) of the
three-wire platinum type. The nominal resistance of the platinum detectors
shall be 100 ohms at 0 Degrees Celcius. All resistance temperature detectors
shall be ungrounded, metal sheathed, and ceramic packed.
Thermocouples shall be used in certain cases such as high temperature
applications and metal temperature measurements. Thermocouples and extension
wire shall comply with the standard limits of error according to ANSI
MC96.1-1975 and shall be applicable to the appropriate temperature range.
Thermocouples and RTDs shall have stainless steel sheathed elements,
springloaded to provide good thermal contact with the thermowell. All
connection heads will be weatherproof equivalent to NEMA 4, with screwed
covers, and supported from the well by an extension nipple.
11.3.2 Thermowells: Temperature sensors shall be equipped with the
thermowells made of one piece, solid bored Type 316 stainless steel of
stepless tapered design or where not appropriate, a material compatible with
the temperature range to be monitored. Maximum bore internal diameter shall
be 0.387 inch.
Test wells shall be provided on main steam, reheat steam, extraction steam,
feedwater, condensate, and other piping as required to meet ASME test
requirements.
11.3.3 Flow Elements: Averaging pitot type (Annubar) or flanged orifice
plate devices shall be used, in general, for flow measurement at the
Contractor's discretion.
Flow nozzles shall be used for critical measurements. They shall be of the
weld-in type, flow nozzle sections with two (2) sets of pipe wall pressure
taps. Calibration of the flow nozzle section shall be provided where greater
accuracy is required than manufacturer's standard uncalibrated accuracy
guarantee.
In general, averaging pitot type devices and flow nozzles shall be stainless
steel.
11.3.4 Transmitters: Transmitters shall be used to provide the required 4
to 20 ma dc signals to the Distributed Control System. Transmitters shall
be of the smart electronic two-wire type, capable of driving a load of at
least 500 ohms with noninteracting zero and span adjustments and remote
recalibration features.
11.3.4.1 Static Pressure and Differential Pressure Transmitters: Sensing
elements for static pressure and differential pressure transmitters shall be
of the capacitance types or equivalent.
11.3.4.2 Level Transmitters: Sensing elements for level transmitters
shall be as follows:
Static head devices for vessels exposed to atmospheric pressure (level
transmitters of this type are the same as static pressure
transmitters.)
Differential pressure element with constant head chamber for high
pressure and temperature applications where installation of float cage
becomes impractical (level transmitters of this type are the same as
differential pressure transmitters).
Displacements float elements for enclosed vessels such
as blowdown tank.
11.3.4.3 Flow Transmitters: Flow transmitters, in general, shall be
differential pressure type as specified in 12.3.4.1. Square root extraction
shall be generally be performed electronically in the control system which
receives the transmitter output signal.
11.3.5 Not Used.
11.3.6 Temperature, Pressure, Level, and Flow Switches: Temperature,
level, and flow switches shall generally have two Form C contacts for each
actuation point and shall be equipped with screw type terminal connections on
a terminal block for field wiring. Switch set point shall be adjustable
with a calibrated scale. Contacts shall be snap acting type. Switch
enclosures shall be NEMA 4 for nonhazardous locations, and NEMA 7 or 9
for hazardous locations.
11.3.7 Local Indicators:
11.3.7.1 Thermometers: Thermometers shall be the bimetallic adjustable
angle types with minimum 4-1/2 inch dials. Where view is obstructed or
unavailable, thermometers shall be provided for remote mounting.
11.3.7.2 Pressure Gauges: Pressure gauges shall be the bourdon tube type
with solid front cases, 4-1/2 dials, stainless steel movements and nylon
bearings. Gauges shall have 1/2 inch NPT bottom connections. Gauges shall be
provided with pigtail syphons for steam service, snubbers for pulsating flow
and diaphragm seals for corrosive or severe service.
11.3.7.3 Local Level Indicators (Gauge Glasses): Tubular gauge glasses
shall be used for high-pressure applications. Mica shield shall be used
with transparent gauges on steam/condensate service. All gauge glasses shall
be equipped with gauge valves including a safety ball check.
11.3.8 Local Controllers: Pneumatic controllers shall generally be used
in control loops which require only proportional or proportional plus reset
section and no intervention by the control room operator. Pneumatic
controllers in discontinuous type service shall be provided with external
anti-reset windup devices to prevent process overshoot when the controller is
called into service.
11.3.9 Control Valves: Control Valves shall be used in on-off and
modulating service throughout various processes within the facility. Globe
valves shall be used extensively in water, steam, gas, and oil service with
butterfly and ball valves used in limited applications, typically low
pressure and temperature water service. Valtek valves will not be allowed.
Pressure retaining component and valve trim materials shall be selected based
on process conditions such as type of fluid, static and differential
pressures and temperature. In general, control valves in water and steam
service shall be provided with hardened stainless steel trim.
Modulating control valves shall be sized to pass design flow at 80 to 85
percent of valve capacity. Multiple service conditions should be specified
when a control valve is expected to operate over a wide range of travel, i.e.,
feedwater flow and deaerator level control valves. When the calculated Cv
is less than the manufacturer's recommended minimum Cv, consideration
should be given to providing two valves with split range control.
Minimum control valve body size shall be not less than 50 percent of the
upstream pipe size. When a calculated Cv requires a smaller valve,
consideration should be given to the use of reduced trim in order to maintain
the body size requirement. Reduced trim shall not be less than 40 percent of
valve capacity.
Pneumatic actuators of the diaphragm or piston/cylinder type shall be
provided for all control valves. Careful consideration should be given to
the fail-safe position of control valves. Where practicable, actuators with
integral springs will be specified.
In general, control valves design to fail closed shall have ANSI class IV
leakage ratings.
Control valves shall be designed to operate with a control signal range of
3-15 psi.
Each control valve shall be provided with accessories such as handwheels,
filter regulators, solenoid pilot valves and limit switches as applicable.
A control system failure philosophy will be developed with Owner participation.
11.3.10 Instrument Racks: Where practical, field instruments other than
local indicators shall be grouped together on instrument racks. Maximum
tubing run from the sensing point to the rack shall be 50 feet where
possible. Instrument racks will be open structures whose frames will be
constructed of angle or structural tubing. The frames shall be reinforced as
required to provide adequate support for instruments and equipment and to
provide for secure attachment to the building structure. Equipment supports
shall be horizontal members, which will provide a place for the attachment of
mounting brackets and clamps for piping and tubing.
11.3.11 Tubing Systems
Instrument, control, and sampling tubing systems shall be designed,
fabricated, and tested in accordance with ANSI ISA RP 7.1.
Primary process instrument and sampling tubing for steam and water systems
shall be ASTM A213 or 316 SS, 1/2 inch and 3/8 inch, respectively, with 0.049
or 0.065 inch wall, using compression fittings.
Control tubing shall be ASTM B75, No. 122 copper tubing, 1/4 inch x 0.030
wall, minimum.
Pressure type instruments shall have associated isolation and test valves or
combination two valve isolation/test manifolds. Differential pressure type
instruments shall have associated pairs of isolation and test valves plus and
equalizing valve or combination five valve isolation/test/equalizing manifolds.
Any instrumentation or tubing containing liquids which freeze at the winter
ambient design conditions and installed outdoors, shall be adequately
protected by electric heat tracing and insulation. Instrumentation
enclosures with thermostatic heating elements shall be provided to permit
access to instruments for calibration and testing.
Sample tubing systems carrying high temperature samples shall be insulated in
areas, which require personnel protection.
11.4 Documentation
The following documentation shall be provided to the Owner.
Instrument List containing instrument tag.
number, service, signal level, range, and referencing
P&I diagrams for all non-packaged field instruments as
applicable.
Instrument specifications including detailed data
sheets for each device or vendor data sheets for
vendor packaged equipment.
Procurement specifications for all non-packaged
purchased instrumentation and control equipment.
Logic diagrams for all DCS and locally
controlled equipment other than major equipment
packages with vendor furnished control systems.
Instrument installation details of all types of
supplied instruments and all types of different
installations encountered as part of the job except
those that are part of vendor packages.
12.0 ELECTRICAL SYSTEM
12.1 General Electrical Description;
12.1.1 General: This section describes the design criteria, which shall
be used for all electrical work, related to this project. Related one-line
diagrams shall be found in Appendix G of these specifications.
12.1.2 Design Codes and Standards: The design and specification of all
work shall be in accordance with all applicable laws and regulations of
the federal government and the State of Texas, and applicable local codes and
ordinances. A listing of the codes and industry standards to be used in
design and construction follows.
Antifriction Bearing Manufacturers Association (AFBMA)
American National Standards Institute (ANSI)
American Society for Testing and Materials (ASTM)
Edison Electric Institute (EEI)
Electric Reliability Council Of Texas (Ercot)
Insulated Cable Engineers Association (ICEA)
Institute of Electrical and Electronics Engineers (IEEE)
Illuminating Engineering Society (IES)
National Association of Corrosion Engineers (NACE)
National Electrical Code (NEC)
National Electrical Manufacturers Association (NEMA)
National Electrical Safety Code (NESC)
National Fire Protection Association (NFPA)
Occupational Safety and Health Act (OSHA)
Underwriters' Laboratories (UL)
Other recognized standards may be utilized as required to serve as design,
fabrication, and construction guidelines when required in Contractor's
opinion and when not in conflict with the above listed standards under the
circumstances. Contractor will notify and consult with Owner prior to any
change.
Additionally, equipment, which is part of, or affects, the Electrical
Interconnection with Utility will conform to the requirements of the Ercot
Operating Guides.
The codes and industry standards used for design, fabrication, and
construction shall be the codes and industry standards, including all
addenda, in effect as of July 31, 1998.
12.1.3 Protective Relaying: The criteria for selection and application of
protective relays are discussed in the following paragraphs. These relays
protect the turbine generators, isophase bus, nonsegregated phase bus duct,
generator circuit breakers (when used), unit auxiliary transformer circuit
breaker, (when used) generator step-up transformer, unit auxiliary
transformer, metal-enclosed bus duct, 4.16 kV metal-clad switchgear, and
plant electrical loads. Protective relaying shall be provided as required
by the following paragraphs.
The following general requirements apply to all protective relay
applications.
The protective relaying scheme shall be designed to
remove or alarm any of the following abnormal
occurrences.
Overcurrent
Undervoltage or overvoltage
Faults to ground
Frequency variations
Overtemperature
Excessive pressure
Open circuits and excessive unbalanced current
Abnormal direction of power flow
Out of synchronism
Differential
The protective relaying system shall be a coordinated application of
individual relays.
Secondary current produced by current transformers shall be in the
5-ampere range, and voltage signals produced by potential transformers
shall be in the 120 volt range.
12.1.3.1 Generator Protective Relays: A protective relay package shall be
designed and provided to minimize the effects from the following faults and
malfunctions.
Generator phase faults
Generator stator ground faults
Stators open circuits and unbalanced currents
Loss of excitation
Backup protection for external system faults
Reverse power
Generator potential transformer circuit monitoring
Underfrequency/Over frequency
The turbine-generator package shall be designed and furnished with equipment
to protect against the following:
Underexcitation
Overexcitation
Generator field ground faults
Exciter field ground faults
Excessive volts per hertz
Generator overheating
Additional generator protective monitoring equipment shall be designed and
provided to protect against the following:
High bearing temperatures
Overspeed conditions
Excessive vibrations
Generator lockout relays shall be dc energized to trip and shall be used to
receive signal inputs from protective relays and to provide the contacts
needed to initiate protective action. All lockout relays shall have a manual
reset feature which will require an operator to manually reset the lockout
relay prior to returning the affected equipment to service. The Contractor
shall coordinate the generator trip logic with the requirements of the Owner.
The generator protective relaying system shall be a coordinated application
of the following types of individual relays.
Multifunction Relays (Including Differential)
Underfrequency, undervoltage, and overvoltage relays
Phase overcurrent relays
Neutral overvoltage relays
Negative sequence relays
Loss of field relays
Voltage controlled overcurrent relays
Reverse power relays
Voltage balance relays
Lockout relays
12.1.3.2 Generator Step-Up Transformer Relays:
12.1.3.2.1 Generator Transformer: The generator transformer protection shall
be designed to protect against the effects of the following conditions:
Over loading
Phase faults
Loss of oil
Ground faults
Over heating
This protection shall be effected by a coordinated application of the
following types of relays.
Differential relays
Neutral overcurrent relay
Sudden-pressure relay
Combustible gas detector relay
Hot spot relay
Temperature relay
Low oil level relay
12.1.3.2.2 Unit Auxiliary Transformer: The unit auxiliary transformer
protection shall be designed to protect against the effects of the following
conditions.
Phase faults
Ground faults
Over heating
Overloads
Loss of oil
This protection shall be effected by a coordinated application of the
following types of relays.
Differential relays
Phase overcurrent relays
Neutral overcurrent relays
Hot spot relay
Sudden-pressure relay
Temperature Relay
Combustible gas detector
Low oil level relay
12.1.3.3 Metal-Clad Switchgear: The 4.16 kV metal-clad switchgear, 4.16
kV Motor Control Center and associated plant electrical loads shall be
designed to protect against the effects of the following conditions.
Phase faults
Ground faults
Overloads
This protection shall be effected by a coordinated application of individual
relays as described in the following articles.
12.1.3.3.1 Incoming Main Breaker: The incoming breaker will be provided with
time-overcurrent relay (Device 51) and a timeovercurrent ground detection
relay (Device 51N). Device 51 would detect and trip the switchgear breaker for
sustained overloads and short-circuit currents on the switchgear bus. Relays
may be discrete unit electromechanical type or a single unit solid-state type.
12.1.3.3.2 Secondary Feeder Breakers: Each secondary feeder breaker will
be protected by phase-overcurrent relays (Devices 50/51) and a ground-
overcurrent relay (Device 50G). Devices 50/51 will protect against the
effects of sustained overloads and short-circuit currents. Device 50G is an
instantaneous overcurrent relay which is connected to detect ground fault
currents through a 50/5 zero sequence current transformer. Relays may be
discrete unit electromechanical type of a single unit solid-state type.
12.1.3.3.3 Motor Feeder Starters: Motors will be protected by Multi
Function Relays (MFR) Multilin 269 or equal.
12.1.3.3.4 Diesel Black Start Generators: 4,160 V generators will be
protected by multifunction relays (MFR) Beckwith M-0420 Pride, Multilin 489,
or equal.
12.1.3.4 480 Volt Secondary Unit Substations: Overload and fault protection
for loads connected to the 480 volt secondary unit substations shall be
provided by Solid-State Trip Devices which are an integral part of the
drawout type air circuit breakers or separately mounted panel devices.
480-Volt secondary unit substations will be solidly grounded to plant ground
grid.
Breakers supplying motors or other devices, which do not require
coordination with downstream trip devices, shall have adjustable long-time
and instantaneous elements for phase protection.
Main breakers, tie breakers, and breakers supplying motor control centers
(MCCs) or other loads which contain trip devices shall have adjustable
long-time and short-time elements for phase protection. The pickup point and
time settings shall be adjustable to allow for proper coordination with all
downstream trip devices.
12.1.3.4.1 Emergency/Maintenance Generator: 480 V Generators will be
protected by multifunction relays (MFR) Beckwith M- 0420 Pride, Multilin 489,
or equal.
12.1.3.5 480 Volt Motor Control Centers: Motor control centers shall be
protected by feeder breakers having a adjustable longtime and short-time
Solid State Trip Device elements for phase protection in a manner similar to
that described in Article 12.1.3.4 - 480 Volt Secondary Unit Substations.
The Solid-State Trip Device protects the MCC feeder circuit and the bus
against sustained short circuit currents and services as backup protection for
MCC feeder circuits.
Each magnetic starter within an MCC which supplies power to motor shall be
equipped with a magnetic-only molded case circuit breaker and a bimetallic
thermal overload element in the starter to protect motors against overload and
short circuits.
Certain loads will be fed from MCC feeder circuit breakers. The breakers
shall be thermal magnetic molded case breakers sized to protect supply cable
and individual loads.
12.1.3.6 480-Volt Power Panels: Power panels shall be supplied with thermal
magnetic circuit breakers sized to protect supply cable and individual loads.
12.1.4 Generator Terminal Equipment: The generator terminal equipment
includes the ISO-phase bus duct, the generator circuit breakers (when used),
the generator transformer, and associated auxiliary equipment. The generator
terminal equipment shall provide the interface between the steam turbine
generator, combustion turbine generator, and the 345 kV substation.
The ISO-phase bus duct shall have a continuous current rating as required to
transmit the generator output under all normally expected loading conditions.
The ISO-phase bus duct shall have a momentary rating equal to or greater than
the fault current, which is available at any point on the bus under any
operating conditions.
The combustion turbine generator auxiliary compartment houses the 18.0 kV
equipment and shall include potential transformers, current transformers, and
generator surge protection equipment. One gas turbine generator shall be
equipped with a "No Load" motor operated disconnect switch, located between
the auxiliary transformer tap and the generator. The potential transformers and
current transformers shall be furnished as required for protective relaying,
metering, and synchronizing of the generator to the grid. The surge
protection equipment shall include surge arresters and/or surge capacitors.
The surge protection equipment shall be coordinated with the characteristics
of each generator to provide protection for each generator insulation system
and may contain surge capacitors when recommended by the CTG manufacturer.
The switchgear shall include all material required for termination of the ISO
Phase bus duct.
The continuous rating of the generator transformer shall be as required to
transmit the generator output less the plant auxiliary load and connecting to
the 345 kV system under all plant operating conditions within the design
ambient temperature range. Transformer capacity at any operating condition
will be per ANSI Standards taking lower than design ambient temperatures into
consideration.
At plant design output the generator, Power factor will not be greater than
0.85 lagging.
12.1.5 Auxiliary Power Supply Equipment: The auxiliary power supply
equipment includes two unit auxiliary transformers, four 2000 kW diesel black
start generators 0.80 power factor lagging (or equal), rated at 4160V, 3, 60HZ,
one 400 kW diesel emergency/maintenance generator, rated at 480V, 3, 60HZ,
4160 volt switchgear, 4160 Motor Control Centers, 480 Volt secondary
substations, 480 volt motor control centers, 480/277 volt distribution
panelboards, and 208/120 volt power panels. The auxiliary power equipment
shall distribute electrical power to the plant auxiliary equipment.
Note: The electrical equipment supplied as part of the gas turbine generator
package shall be exempt from the electrical requirements of Section 12
except for the equipment protection and safety philosophies established
for the project.
The continuous rating of the unit auxiliary transformer shall be as required
to supply electrical power to the total plant auxiliary load under all
Operating Conditions plus a 10 percent design allowance with one transformer
supplying both power blocks. The transformer impedance shall be selected to
provide adequate voltage regulation and motor starting capability under all
Operating Conditions.
The continuous current rating, short-circuit interrupting capability, and
short-time current carrying capability of the 4160 volt switchgear and 4160
volt Motor Control Center shall be coordinated with the ratings of the unit
auxiliary transformer and the characteristics of the connected loads. All
motors rated 4000 volts, all 480 volt secondary unit substations shall be
supplied directly from the 4160 volt switchgear or 4160 volt Motor Control
Center.
The 4160-volt switchgear shall include feeder breakers required to supply the
connected load plus two additional cubicles for future use. The 4160 volt
switchgear shall be furnished with potential transformers and current
transformers as required for protective relaying, metering, and control.
The 4160 volt Motor Control Center shall include one spare starter for
future use in addition to potential transformers and current transformers
for protective relaying and metering.
The power transformer included with each secondary unit substation shall be
rated to supply the total 480 volt auxiliary load plus 20 percent under all
single power block Operating Conditions. The transformer impedance shall be
selected to provide adequate voltage regulation and motor starting capability
under all operating conditions. The continuous current ratings and
interrupting ratings of the main breakers, tie breakers, feeder breakers, and
main bus shall be coordinated with the ratings of the power transformers and
the characteristics of the connected loads. The secondary unit substations
shall include feeder breakers required to supply the connected load plus two
additional equipped spaces for future use.
Main, tie, and motor feeder shall be electrically operated, MCC feeder
breakers shall be manually operated. The continuous current rating of the
motor control center main bus shall be as required to supply the total
running load under all Operating Conditions plus a 20 percent design
allowance. The bus bracing and the interrupting ratings and continuous
current ratings of the combination starters and feeder breakers shall be
based on the available fault current and the characteristics of the connected
loads. Each motor control center shall include the combination starters and
feeder breakers required to supply the connected load plus additional units
of sizes and types for future use as follows: one size 1 FVNR, one size
2 FVNR, space for one size 3 FVNR, one size 1 FVR, two 150 A frame thermal
magnetic circuit breakers.
All single-phase 277 volt loads and select low current 480 volt loads, shall
be supplied from the 480/277 volt distribution panelboards. The continuous
current rating of the main bus shall be as required to supply the total
running load under all Operating Conditions plus a 20 percent design
allowance. The continuous current ratings and interrupting ratings of the
feeder breakers shall be based on the available fault current and the
characteristics of the connected load. Each distribution panelboard shall
include the feeder breakers required to supply the connected load plus six
single-pole feeder breakers for future use.
Welding receptacles shall be provided for portable 480 volt, 3phase welding
equipment. The welding receptacles shall be located so that every location
in the steam turbine generator and combustion turbine generator area is
within 50 feet of a receptacle.
All 208 volt loads and all single-phase 120 volt loads shall be supplied from
the 208/120 volt power panels. The continuous current rating of the main
bus and the 480/208/120 volt transformer shall be as required to provide a 20
percent design allowance. The continuous current ratings and interrupting
ratings of the feeder breakers shall be based on the available fault current
and the characteristics of the connected load. Each power panel shall include
the feeder breakers required to supply the connected load plus six single-
pole feeder breakers for future use.
12.1.5.1 Not Used.
12.1.6 DC Power Supply Equipment: The dc power supply equipment for each
power block shall include one battery (number of cells as required) of
required voltage to provide 125 volt dc power for each combustion turbine dc
load; one battery to provide power for plant switchgear control power,
protective relaying, steam turbine loads and to the essential service ac
system; battery chargers for each battery, and dc panelboards. The
equipment shall supply dc power in emergencies to protect power plant
equipment (UPS) and to ensure the safety of operating personnel. The
equipment shall provide power to trip circuit breakers, to energize emergency
bearing oil pumps, emergency lighting, continuous ac power supply equipment,
and critical control and protection systems.
The batteries shall be sized to shut down the plant safely under emergency
conditions without a source of auxiliary power. The batteries shall also
have adequate capacity to supply emergency lighting, continuous ac power
supply equipment, and critical control and protection systems for a period of
1 hours following an emergency shutdown.
Each battery charger shall be a full capacity charger. Each charger shall
have the capacity to recharge the battery in 8 hours following the duty cycle
described above while simultaneously supplying the normal dc load.
The dc panelboards shall have a main bus current rating as required to supply
the connected load. The continuous current ratings and interrupting ratings
of the feeder breakers shall be based on the available fault current and the
characteristics of the connected loads or the battery chargers. Each
panelboard shall include the feeder breakers required to supply the connected
loads plus six single-pole feeder breakers for future use.
12.1.7 Continuous AC Power Supply Equipment: The continuous ac power
supply equipment includes a voltage regulator, three phase ferro-resonant
inverter, static transfer switch, a manual bypass switch, and distribution
panelboard. The equipment shall provide 120-volt ac power to essential plant
control, safety, and information systems.
The equipment shall supply all plant essential loads which would be affected
by a loss of power of more than 1/4 cycle and excessive voltage and frequency
deviations. The equipment shall be rated so that one inverter can supply the
total plant essential loads. The distribution panelboard shall have a main
bus current rating as required to supply the connected load. The panelboard
shall include the fusible switches required to supply the connected loads
plus six single-pole switches for future use. The ratings of the fuses shall
be coordinated with the characteristics of the loads and the capabilities of
the inverter.
12.1.8 Classification of hazardous Areas: Areas where flammable and
combustible liquids and gases are handled and stored shall be classified for
the purpose of determining the minimum criteria for design and installation
of electrical equipment to minimize the possibility of ignition. The
criteria for determining the appropriate classification are specified in
Article 500 of the National Electrical Code (NFPA/ANSI C1). The application
of these criteria to specific areas at generating stations is provided in the
following sections and in Article 127 of the National Electrical Safety Code
(ANSI C2).
Electrical equipment and wiring methods in areas classified as hazardous
shall be constructed and installed in accordance with the requirements of
Articles 501 and 502 of the National Electrical Code.
12.1.8.1 Flammable and Combustible Liquid Storage and Handling: As a
minimum, areas where flammable and combustible liquids are stored and handled
shall be classified as indicated in the following articles.
12.1.8.1.1 Flammable Liquids: Flammable liquids (flash point below 100F),
which include gasoline (Group D hazard), shall be considered hazardous
wherever they are handled or stored. The areas where gasoline is handled or
stored shall be classified as specified in Section 127.E of the National
Electrical Safety Code.
12.1.8.1.2 Combustible Liquids: Combustible liquids (flash point of 100F or
higher) include diesel fuel and lubrication oil (Group D hazards). Areas
where these liquids are handled or stored will not be classified, due to the
fact that they will not be handled or stored at temperatures which will
produce sufficient vapors to form an ignitable mixture in which they are
normally contained.
12.1.8.2 Battery Room(s): If lead acid batteries are supplied, Battery
room(s) shall be provided with adequate ventilation of hydrogen gas and eye
wash stations.
12.1.9 Raceway: The design and specifications for the raceway system used
in supporting and protecting electrical cable shall be in accordance with the
provisions of the NEC.
Individual cable tray systems shall be established for the following services.
4.16kV and higher power cables.
480 volt power and control cables.
Special electrical noise-sensitive circuits or instrumentation cable.
Cable trays shall be of ladder type construction with a rung spacing of 6 to
9 inches, nominal depths of 4 to 6 inches, and various widths as required.
Cable trays shall be supported in accordance with NEMA VE-1 standards.
Solid bottom trays shall be provided for all special noisesensitive circuits
and analog instrumentation circuits. Where these circuits drop down
directly into control system cabinets, ladder tray may be used.
Ventilated covers shall be provided for vertical ladder trays. Solid covers
shall be provided for all solid bottom tray except for cases where the cables
exit the top of the tray into the bottom of the control cabinets. Covers
shall also be provided for the top tray of horizontal tray runs located under
grating floor or insulated piping or outdoors.
Lighting branch circuits, telephone circuits, and intercommunication circuits
shall be routed in conduit. Lighting circuits shall be routed in electrical
metallic tubing (EMT) for indoor concealed areas, rigid conduit for hazardous
exposed and outdoor areas, and polyethylene (PVC) tubing or Type DB PVC
conduit for underground.
Hot dipped galvanized tray and conduit (after fabrication) shall be used for
above ground power control wiring except at the cooling tower. Tray and
piping when crossing, if practical, and always when run parallel, the tray
will not be installed below the pipe.
Fiberglass tray and conduit shall be used beneath the cooling tower fan deck.
Rigid galvanized steel conduit shall be used for routing individual circuits
from the cable tray system to individual devices and pieces of equipment.
All underground duct banks shall consist of Type EB PVC conduit encased in
concrete.
Galvanized steel conduit shall also be installed where required for digital
and analog low level circuits requiring noise immunity from adjacent power
circuits. All risers shall be concrete encased.
Reinforced concrete manholes shall be provided, where required, so that cable
may be installed without exceeding allowable pulling tensions and cable sidewall
pressures. Each manhole shall have the following provisions.
Provisions for attachment of cable pulling devices.
Provisions for racking of cables.
Manhole covers of sufficient size to loop feed the
largest diameter cable through the manhole without
splicing.
Sealed bottoms and sumps.
12.1.10 Power and Control Wiring:
12.1.10.1 Design Conditions: In general, conductors shall be insulated and
sized on the basis of a normal maximum conductor temperature of 90 Degrees
Celcius for ambient conditions in accordance with Table 310 - 16 of the NEC,
for ratings 0 through 2000 volts with a maximum emergency overload
temperature of 130 Degrees Celcius and a shortcircuit temperature of 250
Degrees Celcius. In areas with higher ambient temperatures, larger
conductors shall be used or higher temperature rated insulation shall be
selected. Conductor size and ampacity shall be coordinated with circuit
protective devices. Cable feeders from 4.16 kV power equipment shall be
sized so that a short-circuit fault at the terminals of the load will not
result in damage to the cable prior to normal operation of fault interrupting
devices. Cables for 4.16 kV service shall be shielded and grounded at the
source end.
Instrument cable shall be shielded to minimize as much as practical
electrical noise attenuation as follows.
Aluminum-polyester tape with 100 percent coverage
and copper drain wire shall be used for shielding.
Low-level analog signal cables shall be made up of
twisted and shielded pairs.
Low-level digital signal cables shall be twisted
and shielded. Where physical proximity of terminations
allows grouping, multi-pair cables with overall
shield may be used, or as per device manufacturers
recommendations.
Except where specific reasons dictate otherwise,
cable shields shall be electrically continuous. When
two lengths of shielded cable are connected together
at a terminal block, a point on the terminal block
shall be used for connecting the shields.
For multi-pair cables utilizing individual pair
shields, the shields shall be isolated from each other.
To be effective, instrument cable shields shall be grounded on one end.
12.1.10.2 Conductors:
12.1.10.2.1 Design Basis: Electrical conductors shall be selected with an
insulation level applicable to the system voltage for which they are used and
ampacities suitable for the load being served.
12.1.10.2.2 Cable Ampacities: The maximum ampacities for any cable shall
depend upon the worst case in which the cable will be routed (tray, conduit,
duct, or direct buried). In addition to ampacity, special requirements such as
voltage drop, fault current availability, and environment shall be taken into
consideration in sizing of cable.
The allowable ampacity of power cables will be in accordance with ICEA and
NEC requirements.
12.1.10.3 Insulation: Cable insulation and construction shall be as follows
and as described in Sections 12.14 and 12.15.
12.1.10.3.1 Flame Retardance: To minimize as much as is practical the
damage that can be caused by a cable fire, cables installed in electrical
cable tray systems shall have insulations and jackets which have
nonpropagating and self-extinguishing characteristics. As a minimum, these
cables shall meet the flame test requirements of IEEE 383, using a gas-burner
flame source. These characteristics are essential for all cables installed
in electrical cable tray in the plant.
12.1.10.3.2 Medium Voltage Power Cable: Power cable with 5 kV class
insulation shall supply all 4.16 kV service and may be routed in trays,
conduits, or ducts.
12.1.10.3.3 Low Voltage Power Cable 600 Volts: Power cable with 600 volt
class insulation shall supply power to loads at voltage levels of 480 volts
ac and below and 125 volts dc. Cables may be routed in trays, conduits, or
ducts. In addition, 4-conductor, 10 and 12 AWG cable shall be used for low
current 480-volt power and motor circuits and 4-conductor, 10 AWG cable shall
be used for current transformer circuits.
12.1.10.3.4 Control Cable 600 Volts: Control cable with 600 volt class
insulation shall be used for control, metering, and relaying. Cables may be
routed in trays, conduits, or ducts.
12.1.10.3.5 Instrument Cable 300 Volts Minimum: Instrument cable shall be
used for control and instrument circuits that require shielding to avoid as
much as is practical induced currents and voltages.
12.1.10.3.6 Thermocouple Extension Cable: Thermocouple extension cable
shall be used for extension leads from thermocouples to junction boxes and to
instruments for measurements of temperature. Cables may be routed in trays,
conduits, or ducts.
12.1.10.3.7 High Temperature Cable: High temperature cable shall be used
for wiring to devices located in areas with ambient temperatures above 75 C.
Cables may be routed in conduit. Cable lengths shall be minimized by
terminating the cable at terminal boxes or conduit outlet fittings located
outside the high temperature area and continuing the circuit with control or
thermocouple extension cable.
12.1.10.3.8 Lighting and Fixture Cable: Lighting and fixture cable with
600 volt insulation shall be used in accordance with Section 12.14 and
installed in raceway in accordance with Section 12.1.9.
12.1.10.3.9 Grounding Cable: Grounding cable shall be insulated and
uninsulated bare copper conductor sizes as required.
12.1.10.3.10 Switchboard and Panel Cable: Switchboard and panel cable shall be
insulated to 600 volts with SIS moisture resistant insulation or Contractor
approved substitute. PVC cable insulation will not be allowed.
12.1.11 Grounding: The station grounding system shall be an interconnected
network of bare copper conductor and copper-clad ground rods. The system
shall be designed to protect plant personnel and equipment from the hazards,
which can occur during power system faults and lightning strikes.
12.1.11.1 Design Basis: The station grounding grid shall be designed for
adequate capacity to dissipate heat from ground current under the most severe
conditions in areas of high ground fault current concentrations, with grid
spacing such that safe voltage gradients are maintained.
The ground system shall be designed to have a resistance to ground of 1 ohm
or less.
Bare conductors to be installed below grade shall be space in a grid pattern.
Each junction of the grid will be bonded together by an exothermal welding
process.
Grounding risers shall be connected to the building steel and selected
equipment. The grounding system shall be extended, by way of risers and
conductor installed in cable tray, to the remaining plant equipment. Equipment
grounds shall conform to the following general guidelines.
Grounds shall conform to the NEC and NESC.
Fences under overhead transmission lines shall be grounded at the
switchyard grid.
Major items of equipment, such as switchgear,
secondary unit substations, motor control centers,
relay panels, and control panels shall have integral
ground buses, which shall be connected to the station
ground grid.
Electronic panels and equipment shall be grounded
utilizing an insulated ground wire connected in
accordance with the manufacturer's recommendations.
In some situations, a separate small grid and ground rod,
isolated from the main ground, as required by the vendor.
Where practical, electronics ground loops shall be avoided.
Where this is not practical, isolation transformers shall
be furnished.
All 4000-volt rated motors shall have a minimum of one
1/0 AWG bare copper ground conductor connected
between the motor frame and the station ground grid.
Ground conductors will be sized in accordance with
the NEC.
All single conductor ground wires installed in
conduit shall be insulated. Ground conductors included
in a multiconductor power cable may be uninsulated.
Remote buildings and outlying areas with electrical equipment shall be
grounded by establishing local subgrade ground grids and equipment grounding
systems in a manner similar to the plant area. Remote grids shall be
interconnected with the station ground grid to reduce the hazard of
transferring large fault potentials to the remote area through interconnecting
instrumentation and communication cable shields.
12.1.12 Lighting: A lighting system shall be furnished for all structures
and new equipment. Lighting shall also be provided at the site entrances.
The lighting system shall provide personnel with control room illumination
for plant operation under normal conditions, means of egress under emergency
conditions, and emergency lighting to perform manual operations in select
areas during a power outage of the normal power source. The power supply
for the lighting system shall be from 120/208 or 277/480 volt, 3-phase, 4
wire lighting panelboards. Emergency lighting shall be powered from a
120-volt ac normal source with emergency transfer to 125 volts dc or, in some
areas, to the Diesel generators. Power used to supply outdoor roadway and
area lighting fixtures shall be at 480 volts. Outdoor lighting shall be
controlled with light sensitive photocell switches.
12.1.12.1 Light Sources: The lighting system shall be designed in accordance
with the Illuminating Engineering Society (IES) to provide illumination levels
recommended by the following standards and organizations.
ANSI/IES RP-7, 1979, Industrial Lighting
ANSI/IES RP-8, 1977, Roadway Lighting
Federal Aviation Administration (FAA)
Occupational Safety and Health Act (OSHA)
Light sources and fixtures selections shall be based on the applicability of
the luminaries for the area under consideration.
Four types of lamps may be used for the light sources in the lighting system
including fluorescent, high-pressure metal halide and high-pressure sodium,
and incandescent. Generally, fluorescent lamps shall be used in indoor, low bay
enclosed areas; high-pressure sodium lamps shall be used outdoors and high-
pressure metal halide shall be used in high bay enclosed areas; and
incandescent lamps shall be used for emergency lighting.
For design purposes, the following areas categorize lighting:
Indoor unfinished areas
Indoor finished areas
Outdoor areas
Roadway and area
Egress and emergency
12.1.12.2 Indoor Unfinished Areas: This category includes indoor areas in
structures such as warehouses. These areas will generally be lighted using
industrial fluorescent fixtures.
High-pressure sodium fixtures shall be used outdoors where industrial
fluorescent fixtures are not suitable, metal halide fixtures shall be used in
high bay areas, or where fluorescent fixtures cannot be installed due to
physical of functional limitations.
12.1.12.3 Indoor Finished Areas: This category includes indoor areas in
structures such as administrative offices. These areas will generally be
lighted using troffer type fluorescent fixtures.
12.1.12.4 Outdoor Areas: This category includes lightingof equipment
located outdoors and outdoor platforms. High-pressure sodium fixtures
suitable for vibration and use in wet locations shall be used.
12.1.12.5 Roadway and Area: Roadway and area lighting shall be designed
using high-pressure sodium light sources. The light fixtures shall be
installed on low maintenance poles.
Sufficient outdoor lighting of 345 kV switchyard, substation roads, fences,
walkways and parking areas shall be provided to insure the safety and
security of the operation of each facility, the safe movement of people and
vehicles, and for security purposes.
Facility buildings and main entrance plant sign shall be suitably illuminated
to present the facility to the public. Main Plant entrance sign to be
provided by Owner.
12.1.12.6 Egress and Emergency: Buildings equipped with artificial
illumination shall have adequate and reliable illumination provided for
egress to exit facilities. The emergency lighting system shall be used in the
areas where illumination is required to perform manual operations during a
power outage of the normal source. The egress and emergency lighting shall
be powered from 120-volt ac normal and transferred to 125 volt dc source
upon failure of the normal power source.
12.1.12.7 Construction Lighting: In areas where construction restricts
natural lighting from the sun and foot-candle levels approach OSHA minimum
levels, construction lighting shall be placed in operation as soon
as practicable and kept in continuous operation while any work is in progress.
12.1.12.8 Lighting Control: Electric power to light fixtures shall be
switched with wall mounted light switches in areas where the light can be
"off" when the area is not occupied. Wall mounted switches shall be provided at
the entrance to storage, battery, and equipment rooms.
Electric power to light fixtures in the turbine-generator areas which are not
photocell controlled shall be switched at the panelboard, and the light
fixtures shall be circuited so that adjacent fixtures are connected to
alternate phases of a 3-phase circuit. This type of circuiting shall permit
the operator to uniformly increase the illumination level as required.
Electric power to light fixtures located outdoors shall be switched with
photoelectric controllers. The use of photoelectric controlled is permitted;
12.1.12.9 Control Room: The control room lighting shall consist of general
area, control panel, emergency, and exit lighting. Control room general area
lighting and control panel lighting shall be provided by fluorescent light
fixtures that with care taken to minimize reflected glare. Incandescent
light fixtures for emergency lighting shall be recessed down lights. The
emergency light fixtures shall be normally "off" and shall be automatically
turned "on" upon loss of the plant reliable service. The emergency lighting
shall be powered from the 125volt dc station battery.
12.1.12.10 Wiring Devices: Convenience outlets throughout the indoor areas
of the plant and in the outlying structures shall be duplex, straight blade,
grounding type receptacles rated at 20 amperes and 125 volts. Convenience
outlets located outdoors shall be duplex receptacles with weatherproof
snap-action covers. The outlets shall be spaced to provide normal maintenance
access. In hazardous locations, convenience outlets shall be suitable for the
NEC class and group requirements.
Switches used throughout the plant shall be rated at 20 amperes and 120/277
volts ac with enclosures suitable for the location in which they are
installed. In hazardous locations, switches shall be suitable for the NEC
class and group requirements.
12.1.13 Freeze Protection: A freeze protection system shall be provided for
piping, gauges, pressure switches, and other devices subject to freezing.
This includes, but is not limited to, piping located outdoors and piping
located near outside doors.
For pipes, which operate below 300 Degrees Fahrenheit, parallel circuit type
heating cable shall be directly applied to the pipe. These heating cable
circuits can be assembled and installed in the field using the appropriate
connection kits.
For pipes which operate at 300 Degrees Fahrenheit and above, parallel circuit
type heating cable rated for the operability temperature or type MI high
temperature cable shall be used. These heating cable circuits can be
assembled and installed in the field using appropriate connector kits.
Power distribution panelboards, each fed from 480-120/208 volt transformers
shall furnish power to the freeze protection circuits. Power to the freeze
protection circuits shall be controlled by ambient thermostats through a
central control panel which shall provide control and alarm/monitoring
functions for the freeze protection system. In addition, thermostats that
sense actual pipe temperature may be required to prevent overheating of
critical process or chemical piping. Remote alarms for the overall system
and local monitoring of each freeze protection circuit shall be provided.
12.1.14 Cathodic Protection System: Cathodic protection and other
corrosion control measures shall be provided for the following structures if
required:
The exterior surface of underground carbon steel
pipe, brass pipe, copper pipe, and stainless steel pipe.
Underground steel tanks and the bottoms of surface
mounted steel tanks.
The interior surfaces of condenser and heat
exchanger water boxes.
A galvanic anode system shall be used for corrosion control of underground
steel, stainless steel, copper, and brass piping, the bottoms of pad mounted
steel tanks, and the metals wetted by circulating water in the surface condenser
and auxiliary cooling water heat exchangers. The anodes shall be distributed
to provide even current distribution on the surfaces to be protected.
Galvanic anode systems for protection of buried pipe and bottoms of pad
mounted steel tanks shall be designed for a minimum 25 year service life.
The service life of galvanic anodes for protection of condenser and heat
exchanger metals shall be greater than the normal maintenance and inspection
intervals.
The galvanic anodes shall be connected directly to the protected structures,
or, through test stations for selected anode locations on piping systems.
The anode current output is then limited only by the natural potential
difference between the anode and the protected structure and the electrical
resistance in the circuit.
Connection enclosures shall be installed to provide access to the ground rod
and anode lead wire terminations at pad mounted steel storage tanks.
Test stations shall be provided at selected locations for electrical
connections to buried cathodically protected pipes and for access to a
sampling of anode connections. These stations and portable test equipment
will enable the level of protection on the pipes to be monitored and life
expectancy of anodes to be estimated.
Buried piping systems designated to receive cathodic protection shall receive
high quality hot coal tar enamel coating or its equivalent, shall be
backfilled carefully with sand. Other material which will not damage the pipe
coating, and shall be isolated electrically from all structures which might
increase the demand for cathodic protection current or make cathodic
protection more difficult to achieve.
12.1.15 Lightning Protection: Lightning protection shall be provided for
the top of buildings when required by NFPA, the cooling tower, the stacks,
and the GSU transformers.
Lightning protection for the building shall consist of air terminals
installed on the roof. The air terminals shall be connected together with
copper cable and connected to the plant ground grid with copper down
conductors. Air terminals shall be arranged to provide protection for roof-
penetrating devices, such as piping, air moving equipment, lighting etc.
12.1.16 Plant Communication System and Security
A closed circuit security camera located at the main entrance will be
provided with a monitor in the control room. The main gate will be motorized
and activated by a local card reader or, from the control room.
12.1.17 Telephone Raceway System: A raceway system shall be provided for
a telephone system to be installed by the local telephone company and
provided by the Owner per Section 1.4.10.
The telephone raceway system shall include a 4-inch underground service
entrance conduit from the property line to the Administration Building or
Administration Office Area of the Control Building. The service entrance
conduit shall be terminated in a telephone terminal cabinet sized for a 100
pair telephone cable.
Raceway shall be installed from the telephone terminal cabinet to telephone
outlets for each office in the Administration Building or Administration
Office Area of the STG Building, one for the secretary/receptionist, and for
one telephone outlet in the control room.
12.2 345 kV Switchyard
The 345 kV Switchyard will be provided by owners as described in Section 1.4.
12.3 Generator Transformer
12.3.1 General: This subsection covers furnishing and installation of
power transformer equipment, material, and accessories as specified herein.
The power transformers furnished shall have all normally supplied accessories
ready for installation, connection, and service.
Transformers shall be generator unit step-up transformers and shall be 345 kV
secondary, 18.0 kV (nominal) primary and shall be rated a minimum of 110% of
generator rated output at 65oC rise. The method of cooling shall be OA/FA/FA,
OA/FA/FOA or OA/FOA/FOA. Power block transformers shall have a top rating to
carry the normal operating load of both power blocks at 65C rise.
12.3.2 Codes and Standards: All equipment provided under these
specifications shall conform to the applicable standards of ANSI, NEMA, and
IEEE and shall be in accordance with the applicable requirements of the Federal
"Occupational Safety and Health Standards." The latest published edition of
referenced standards shall apply.
The power transformers shall be designed, fabricated, and tested in
accordance with ANSI C57.12 series, NEMA TR 1, and these specifications.
12.4 Unit Auxiliary Transformer
12.4.1 General: This subsection covers furnishing and installation of power
transformer equipment, material, and accessories as specified herein. The
power transformers furnished shall have all normally supplied accessories ready
for installation, connection, and immediate service.
Transformers shall be a unit auxiliary transformer and shall be 18.0 kV
(nominal) primary, 4.16 kV secondary and shall be rated a minimum of 110% of
required calculated load at 65 Degrees Celcius rise. The method of cooling
shall be OA/FA/FA, OA/FA FOA OA/FOA/FOA, or OA/FA.
12.4.2 Codes and Standards: All equipment provided under these
specifications shall conformed to the applicable standards of ANSI, NEMA, and
IEEE and shall be in accordance with the applicable requirements of the Federal
"Occupational Safety and Health Standards." The latest published edition
of referenced standards shall apply.
The power transformers shall be designed, fabricated, and tested in
accordance with ANSI C57.12 series, NEMA TR 1, and these specifications. The
18-4.16 kV auxiliary transformers may be located next to the auxiliary
substation using shelded 25 kV cable and 5 kV non segregated Phase bus duct.
12.4.3 Neutral Grounding Resistor: A neutral grounding resistor shall
be furnished on the auxiliary transformer. The resistor shall be mounted on
the top of the transformer and be of the heavy-duty, outdoor, cast grid or
stainless steel strip type with enclosure. The resistor assembly shall rest
on cap and pin or post type porcelain insulators. Electrical terminals on
the resistor shall be insulated bushings. One resistor terminal shall be
connected by copper conductor to the transformer low voltage neutral and the
other resistor terminal shall be connected by copper conductor to the
transformer ground bus.
The grounding resistor enclosure shall be painted to match the transformer
tank.
12.5.1 Not Used.
12.6 4.16 KV Metal Clad Switchgear
12.6.1 General: This section covers the furnishing of 4160 volt vacuum
metal-clad switchgear equipment, materials, and accessories.
The 4160-volt switchgear shall be designed and constructed for use on a 4160
volt, 3 phase, 60 hertz, 3-wire, low resistance grounded system.
All equipment shall be designed for service below 3300 feet elevation at an
ambient temperature of 40 C.
This equipment shall be installed in a restricted access electrical equipment
room, which shall be air conditioned to maintain 77 Degrees Fahrenheit
maximum temperature and 55 Degrees Fahrenheit minimum temperature. This
switchgear shall be mounted on a 3 1/2" minimum height concrete maintenance
pad or the finish floor shall be elevated by at least 3-1/2" above finish
grade. 36" wide anti-static switchboard matting conforming to ANSI/ASTM
D-178 J6-7 Type 2, Class 2, shall be installed as a continuous length floor
runner extending the entire front width of this switchgear.
The switchgear shall be configured with two main busses "SG1" and "SG2", with
two corresponding main incoming line breakers, "52SG1" and "52-SG2" and one
bus tie breaker, "52-TB1" interlocked such that only two of these three
breakers may be closed at any one time. The bus tie shall be utilized for
supplying both power blocks from one unit Auxiliary Transformer or from the
Black Start Diesel Generators. All of these breakers shall be electrically
operated remote from the plant DCS located in the control room and transmit
their status back to the DCS (Distributed Control System). Transducers for
local Amp, Voltage, KWATT, KVAR and KWATTHRD/KVARH metering, plus remote Amp,
Voltage, KVAR, KAWTT, KWATTHR and KVARH metering located at the DCS shall be
provided for main circuit breakers "52-SG1" and "52-SG2". Digital meters are
acceptable instead of individual transducers and analog meters Instrument
transformers and ANSI Device protective relays shall be provided per the
associated electrical single line diagrams. 5000-Volt Class Motor
Controllers shall be attached to both ends of the switchgear with the motor
loads balanced for maximum reliability between the two main busses.
Equipment shall be complete from the incoming line connections to the
outgoing feeder connections. All DCS control of electrical distribution
breakers shall be supervised by hardwired protective relays and interlocks.
The Diesel Generator Control Panels shall be located in the Control Room and
have provisions for synchronizing the Diesel Generator to the 4160-volt bus.
The indoor metal-clad switchgear specified is intended for use on a 4,160
volt, 3 , low resistance grounded wye, 60 Hertz parallel dual feeder
distribution system. The switchgear shall be rated 4,760 maximum volts and
have horizontal drawout circuit breakers. The switchgear and circuit breaker
either individually or as a unit shall have a impulse rating of 60kV. The
entire switchgear with the motor controller assembly including circuit breakers,
motor controllers, meters, relays, etc., shall be completely factory tested
and the circuit breakers and contactor assemblies of like rating shall be
interchangeable. The equipment shall be assembled, adjusted and tested at
the factory and the owner and/or owner's representative(s) shall be provided
with a full function witness test, prior to sectionalizing for shipment.
12.6.2 Applicable Standards: The switchgear shall be designed, manufactured
and tested in accordance with NEMA SG-4 and SG-5, ANSI Standards C37.04,
C37.010, C37.20.2 and C37.23 for power circuit breakers and metal-enclosed
switchgear. Device function numbers are to be in accordance with ANSI C37.2.
The motor controllers shall be designed, manufactured, assembled and tested
in accordance with NEMA Standards ICS 2-324 and UL Standard 347.
12.6.3 Stationary Structure: The switchgear shall consist of breaker
compartments and auxiliary compartments assembled to form a rigid
self-supporting completely enclosed structure providing painted steel between
sections. Each section shall be segregated by metal barriers into the following
separate compartments: circuit breaker, main bus, auxiliary device and
cable. The motor controller structure shall consist of formed and bolted
back and side plates, minimum 11-gauge sheet metal. All doors shall be a
minimum 14-gauge sheet metal, pan type with flanges formed to provide sturdy,
rigid structure. Compartment door latches and hinges shall be capable of
holding doors closed during a maximum fault condition.
The enclosure shall be finished with medium gray manufacturers standard, and
light gray enamel applied over a rust inhibiting phosphate primer. A lifting
bar is to be provided with each shipping group for lifting the structure from
the top with a crane. A breaker-lifting device, designed so that one man can
lift any breaker for removal, shall be provided.
The enclosure construction shall be provided with rodent screens to prevent
the entry of rodents into the switchgear or motor controller interior.
Ventilation openings are to be located in such a way as to preclude the
possibility of metal objects being inserted through them and easily
contacting energized parts.
The manufacturer shall provide space heaters in each vertical section. All
heaters shall be sized to deliver the required wattage at half-rated voltage
(240-volt heaters operated at 120 volt). Power for combined unit space
heaters shall be supplied to a single location from an external source. All
wiring to each heater as well as the adjustable thermostat shall be
furnished and installed by the Manufacturer.
12.6.4 Switchgear Structure: Shall consist of three basic compartments:
the Circuit Breaker Compartment, the Main Bus Compartment, and the Cable
Compartment.
1. Circuit Breaker Compartment. Each circuit breaker compartment shall
be designed to house a horizontal drawout 4760-volt vacuum circuit
breaker. The stationary primary disconnecting contacts are to be
silver plated copper and field replaceable. The movable contacts
and springs shall be mounted on the circuit breaker element for
ease of inspection. Arrangement shall be "two high" compartments.
Entrance to the stationary primary disconnecting contacts shall be
automatically covered by bright orange or red shutter when the
circuit breaker is withdrawn to the test or disconnected positions
or removed from the circuit breaker compartment. Extend a ground
bus into the circuit breaker compartment to automatically ground
the breaker frame with high current spring type grounding contacts
located on the breaker chassis when in the test and connected
positions. Welded guide rails for positioning the circuit breaker
and all other necessary hardware are to be an integral part of the
circuit breaker compartment. Blocking devices shall interlock
breaker frame sizes to prevent installation of a lower ampacity or
interrupting capacity element into a compartment designed for one
of a higher rating.
- Circuit Breakers: Provide drawout vacuum circuit breakers
that are electronically charged, mechanically and
electronically trip-free, stored-energy anti-pump operating
mechanism type. Three-pole, rated 4760 maximum volts, 60
Hertz, having a continuous current and interrupting rating as
specified in the design single line drawings. Breakers of
equal rating shall be completely interchangeable. The
circuit breaker shall be operated by means of a stored energy
mechanism which is normally charged by a universal motor, but
can also be charged by a manual handle for manual emergency
closing or testing. The closing speed of the moving contacts
is to be independent of both the control voltage and the
operator. Provide a full front shield on the breaker element
designed to barrier operating personnel from live primary bus
when the breaker is installed in the circuit breaker
compartment. Positive contact secondary disconnect shall be
through automatic self-aligning, self-engaging type plug and
contact arrangement.
Provision shall be made for control power plug to be disconnected in test
position. Provide a truck operated contact with four N.O. and four N.C.
contacts to indicate when breaker is in operating position. Provide a
mechanism operated contact with six "a" and six "b" auxiliary contacts to
mimic breaker power contacts to operate and test position. Provisions
shall be made for 12 additional auxiliary MOC type contacts for
external use. Wire all contacts to terminal blocks for customer use.
Provide a test position in which all breakers auxiliary contacts and
other devices will function normally and provide a umbilical cord if
required.
An interlocking system shall be provided to make it impossible to rack
a closed circuit breaker to or from any position. Additional interlock
shall automatically discharge the stored-energy operating mechanism
closing spring upon removal of the breaker out of the compartment.
Provide a self-aligning, manually operating mechanism, which will
positively rack the breaker between positions with the front door
closed. Breaker position shall be indicated with door closed. Provide
three positions: Operate, Test and Disconnected. Provide for
padlocking the breaker in either the operating or disconnected position.
The circuit breaker control voltage shall be a 125 volts DC provided by
others. Provide separate terminals for connection to switchgear DC
control bus.
The vacuum interrupters shall be hermetically sealed in a high vacuum,
protecting butt contacts from moisture and contaminated atmosphere.
Provisions shall be made for slow closing of the contacts. The circuit
breaker shall have a contact wear indicator readily accessible to the user.
The circuit breaker total interrupting time is not to exceed three cycles. A
circuit breaker trip counter shall be provided for each circuit breaker. The
interrupters shall be maintenance free.
Breaker indicating lights shall be powered from the breaker trip circuit.
100,000-hour life LED (Light Emitting Diode) lamps, furnished by Data
Display Products DDP "Q" Series Tier Lamps, or Ledtronics RPNL-1008 series,
along with descriptive nameplates, shall be utilized for all annunciation and
status indications. Colors provided shall be Red, and Green, where the
status indication is Red = Closed, Green = Open.
Breaker Status, "Closed", "Open" or "Tripped" shall be annunciated to the
DCS SOE.
- Instrument Transformers: Current transformers shall have the ratios
and accuracy noted in the design single lines. Each breaker
compartment shall have provision for mounting up to four ANSI rated
current transformers per phase, two on line side and two on load side
of circuit breaker. The current transformer assembly shall be
insulated for the full voltage rating of the switchgear. Polarities
shall be clearly indicated on the transformers and shown on the
supplier's drawings. Each current transformer shall be single ratio
and have a 5-amp secondary. Only one primary "turn" shall be used.
Shorting terminal blocks shall be provided for all CT's and located in
the switchgear terminal compartment remote from the high voltage
compartment. CT's shall be provided with additional shorting terminal
blocks to allow for grounding leads.
Drawout potential transformers shall be 4200:120 volts ratio (or other
ratios as indicated in the design single lines) and shall be protected
with primary current limiting fuses. The transformers shall be
designed to withstand the basic impulse level (BIL) of the switchgear.
Metering accuracy rating shall be 0.3 percent through burden Z.
Provide secondary current limiting fuse protection for potential
circuits as shown on the single line. Secondary fuse size shall be
selected to provide coordination with primary fuses for secondary
faults. The secondary fuses shall be located to permit safe
replacement while the switchgear is energized.
Potential transformers shall be mounted in a separate compartment or
superstructure. The PT's shall be mounted on a drawout or trunion
mechanism, which is linked to the hinged compartment door. With the
compartment door closed, the transformers shall be completely isolated
and the primary and secondary disconnect contacts shall be engaged
with their respective stationary contacts to compete the circuit. On
opening the door, or withdrawing the PT drawer, the transformer shall
be automatically withdrawn breaking the primary and secondary
connections and grounding the transformer terminals. Each potential
transformer compartment shall have a door mounted sign reading
"NOTICE-OPENING THIS DOOR DISCONNECTS POTENTIAL TRANSFORMERS". The
sign shall be laminated plastic with engraved white letters on a red
background.
2. Cable Compartment: The primary disconnecting contacts shall be
extended into the cable compartment by means of porcelain or glass
polyester or epoxy components of proven comparable characteristics
bushings. The current transformer for overcurrent protection and
other relaying functions are to mount on these bushings and be
accessible from the front of the unit. Cable terminator lugs shall
be furnished. The ground bus shall extend through this compartment
for the full length of the switchgear. The cable compartment shall
have a screw removable rear plate or bolted near panel.
3. Main Bus Compartment: The main power disconnecting contacts shall be
extended into the bus compartment by means of porcelain or glass
polyester or epoxy components of proven comparable characteristics
bushings. These bushings shall also have provision for mounting
current transformers. The main bus is to be rated 3000 amperes and be
fully insulated for its entire length. The conductors are to be
silver plated copper and be of a bolted design. Access to this
compartment is gained from the rear of the structure by removing a
steel barrier.
12.6.5 Doors and Panels-Indoors: Relays, meters, instruments, control
switches, etc., shall be mounted on a formed front hinged panel.
12.6.6 Control Wiring: The switchgear shall be wired with UL type SIS
#14 AWG minimum. CT wiring shall be #10 AWG Minimum. Terminal blocks shall
be supplied and clearly marked for both field-wiring connections and
factory installed wiring.
Provide wired terminal blocks with 20% spare capacity for customer connection
of:
- Four Separate remote trip and remote close interlocks for
each generator breaker.
- Two signals from each potential transformer secondary.
- Shorting type terminal blocks for current transformers.
Provide wiring connections throughout with insulated crimped ring tongue type
for current transformers. Ground connection shall be made at the first
terminal block, not at the current transformer.
Each breaker's close, lockout and trip circuit shall be fused separately in
each compartment. Minimum trip circuit fuse rating shall be 30 Amps. Any
control or protective devices that are common to more than one breaker shall
be on separately fused circuits.
12.6.7 Protective Relays: Protective relays shall be provided as shown on
the design one line diagram and shall be mounted semi flush on the switchgear
door. All relays shall be drawing out utility grade switchgear relays
suitable for the indicated application and 125V DC control power. Spare
contacts shall be wired to terminal blocks. Lockout relays shall annunciate
to the DCS SOE whenever a relay target effects a lockout event.
12.6.8 Acceptable Device Suppliers:
1. Relays: Basler BE1 series, Beckwith Westinghouse "IQ" series and
GE.
2. Transducers: Minimum accuracy of + or - 0.25%, 4-20 mA D.C.
or 1-5V DC as noted on the single line diagrams. Arga, Flex-core
Div. Morlan & Associates, Inc., Ohio Semitronics, Inc., Rochester
Instrument systems or Scientific Columbus.
3. Meters: Indicating instruments shall be analog, flush
mounted 1% full scale accuracy, annular, tout-band switchboard
type with a minimum 250 degree scale and furnished by Simpson or
equivalent. Watt/Varmeter, Watthour, Watthour-demand/Varhour
meter shall be furnished by Scientific Columbus JEM Series and GE.
4. Control Switches and Selector Switches: Electroswitch
5. Lock-out relays: Electroswitch
12.7 4160 Volt Motor Control Centers
12.7.1 General: These specifications cover 4160 volt, general purposes
indoors motor control centers.
The motor control centers shall be designed and fabricated all normally
supplied accessories for use on a 4160 volt, 3 phase, 60 hertz, 60 KV BIL,
resistance grounded system, and shall be coordinated to protect motors over
the complete range of overload and fault conditions. Construction of Motor
Control Centers shall allow either one-high or two-high arrangements.
Lifting apparatus shall be provided for the two-high arrangements.
Provisions shall be made so that each motor control center can be extended
to include one additional section in the future.
The design shall provide complete front accessibility to all electrical
parts when installed against walls or for back-to-back arrangements. It
shall consist of three distinct, isolated compartments as follows:
12.7.2 Line Termination's, Power Bus and Isolating switch compartment.
Shall be at the top portion of each vertical section.
- Bus: When the lineup consists of two or more verticals section a
main bus shall be furnished. The bus shall be copper with silver
plated joints. The main bus shall be mounted on insulators
designed to withstand the electrical, mechanical and thermal
forces imposed by electrical tests, loads, fault currents and
shipping. Bus supports shall be non-tracking porcelain.
The structure, buses and control wiring troughs at the ends of
the motor controller lineup shall be arranged to facilitate the
additional extensions.
Furnish a copper ground bus, minimum size 1/4 inch by 2 inches
extending through the lineup and provided with a # 4/0 AWG
compression lug at each end, as well as two lugs per vertical
section for field connection, T&B series 54850, or equivalent.
12.7.3 Medium Voltage Compartment: Shall include mechanical and
electrical interlocks to minimize electrical hazards. This compartment
shall have hinged door to permit easy access to medium voltage equipment
such as fuses, current transformers and contractor.
- Contactors: Vacuum contactor shall be drawout 3 pole, with the
ampere rating required by the application, but not less than 200
amperes. The drawout design shall permit easy removal of
contactor from the enclosure without physically disconnecting any
medium voltage cables. The motor control shall be isolated by
externally operated drawout stabs with shutter mechanism. Safety
interlocks shall be provided to prevent:
1. Inadvertent operation of the isolating mechanism under load.
2. Opening the medium-voltage compartment while the contractor
is closed.
3. Closing the contractor when in operating position with the
door open.
Low voltage connections to contactor shall be made with quick
disconnect plug. Line and load connection fingers shall be
located on contactor for ease of inspection. Provide auxiliary
contacts for control of motor space heaters to be closed whenever
motor is not energized. In addition to the space heater contacts,
each controller shall have a minimum of two spare N.O. and N.C.
auxiliary contacts.
All terminal blocks, control, watt-hour meters and protective
relays shall be accessible while the controller is energized.
- Isolating Switch: Each starter shall have an externally operated,
manual, 3-pole isolating switch with quick-make, quick-break
contacts. The switch shall be mechanically interlocked to prevent
opening under load or closing with the high voltage door open.
Switch shall have provisions for locking in the open position.
Current limiting fuses shall be mounted on the drawout mechanism
to give the motor controller (fuse/contractor) an interrupting
capacity specified in the design calculations. Coordination
between fuse and contractor shall be such that the current
limiting fuse will clear faults larger than the interrupting
capability of the contractor.
Fuses shall incorporate visible fuse condition indicators.
Protection against single-phase operation due to a blown fuse and
a phase loss indication shall be provided. All fuses shall be
easily inspected or replaced without starter disassembly.
12.7.4 Low Voltage Control Compartment: Shall be located in upper half or
left of vertical section with hinged door to permit easy access to meters,
relays, pilot devices and terminal strips for inspection and maintenance.
Motor operation status, running or off line, shall annunciate to the DCS.
Motor protection relay will store causes of motor trip.
- Motor Protector: Each starter motor protection shall be a
Multilin 269 or Westinghouse "IQ" 1000 series relay, drawout case
option, configured for eight 100 Ohms platinum RTDs and a control
voltage of 120 V AC. Furnish with "Meter and Transducer" module
mounted in the MCC; wire 4-20 mA outputs to suitable terminal
blocks, including terminals for shields.
12.7.5 Drawings: The manufacturer shall furnish drawings showing the
general arrangement and schematic diagrams. The drawings shall supply all
installation and coordination data required by the purchaser for the
preparation of electrical and mechanical details necessary to the
installation of the switchgear by the purchaser.
12.8 480V - Secondary Unit Substations
12.8.1 General: This specification covers secondary unit substation
equipment, materials and accessories as specified herein.
The equipment shall include coordinated assemblies of incoming line,
transformer and outgoing feeder sections with all auxiliary and transition
compartments necessary to provide unit substations ready for installation,
connection and immediate service.
All equipment shall be designed for service at sea level at an ambient
temperature of 40C.
12.8.2 Codes and Standards: Unit substation components furnished under
these specifications shall be in accordance with the requirements of
applicable IEEE, NEMA and ANSI standards. All materials and devices shall be
in accordance with the applicable requirements of the Federal "Occupational
Safety and Health Standards." The latest edition as of July 31, 1998, of
these codes and standards shall be applied to the manufacturer of the
equipment.
12.8.3 Power Transformer Design and Construction: Design and
construction of each power transformer shall be in accordance with the
requirements of applicable ANSI C57 standards.
A dry type power transformer is described herein, a liquid filled transformer
of equal capacities and appropriate protective devices shall be an acceptable
alternative. The liquid filled transformer may be remote from the low
voltage switchgear connected with Non-segregated phase bus duct.
12.9 480 Volt Switchgear and Motor Control Centers
12.9.1 480 Volt Switchgear:
General: This equipment shall be installed in a restricted access
electrical equipment room which shall be air conditioned to maintain 85
Degrees Fahrenheit maximum temperature, 55 Degrees Fahrenheit minimum. This
switchgear shall be mounted on a 3 1/2 inch minimum height concrete
maintenance pad or the finish floor shall be elevated by at least 3-1/ inch
above finish grade. 36" wide anti-static switchboard matting conforming to
ANSI/ASTM D-178 J6-7 Type 2, Class 2, shall be installed as a continuous
length floor runner extending the entire front width of this switchgear.
Unless otherwise specified, this switchgear shall be configured with two main
busses "A" and "B", with two corresponding main incoming line breakers,
"52-A" and "52-B" and a bus tie breaker, "52-TB", interlocked such that only
two of these three breakers may be closed at any one time, except a selector
switch with a "on-delay" relay will permit momentary closure of all three
breakers for a brief moment if synchronized conditions exist. These three
breakers shall be electrically operated remote from the plant DCS located in
the control room and annunciate their status back to the control room "mimic"
panel and the DCS (Distributed Control System) SOE (Sequence of Events).
Local current and voltage metering, plus transducers for remote current and
voltage metering located at the control room "mimic" panel and the DCS shall
be provided for main circuit breakers "52-A" and "52-B". Instrument
transformers and ANSI Device protective relays shall be provided. Equipment
shall be complete from the incoming line connections to the outgoing feeder
connections.
Applicable Standards: The switchgear shall be designed, manufactured and
tested in accordance with NEMA SG-5 and SG-3, ANSI Standards C37.20.1,
C37.51, C37.13, C37.16 and C37.50 for power circuit breakers and metal-
enclosed switchgear.
Enclosure: The enclosure shall be finished with medium gray paint per
manufacturer's standard. The enclosure and internal barriers shall be
fabricated of steel members in accordance with NEMA and ANSI Standards.
A lifting bar is to be provided with each shipping group for lifting the
structure from the top with a crane. A breaker lifting device, consisting of a
top structure mounted, cantilevered ratcheting crank and cable pulley
assembly, dolly mounted on rails and designed so that one man can lift any
breaker for removal, shall be provided. Unless otherwise specified, the
enclosure shall be NEMA 1A gaskets.
The enclosure construction shall prevent the entry of rodents into the
switchgear interior. Ventilation openings are to be located in such a way as
to preclude the possibility of metal objects being inserted through them and
easily contacting energized parts.
The manufacturer shall provide space heaters in each vertical section. All
heaters shall be sized to deliver the required wattage at half-rated voltage
(240-volt heaters operated at 120 volt). Power for combined unit space
heaters shall be supplied to a single location from an external source. Al
wiring to each heater as well as the adjustable thermostat shall be furnished
and installed by the Manufacturer.
The equipment shall be assembled, adjusted and tested at the factory and the
owner and/or owner's representative(s) shall be provided with a full function
witness test, prior to sectionalizing for shipment. The structure is to
consist of three basic compartments from front to rear: The Front Breaker
Compartment, the Center Bus Compartment, and the Rear Cable Compartment.
a. The Front Breaker Compartment is to contain the drawout circuit breaker
elements, each mounted in its own barriered cell. Active or future
use cells equipped to accept circuit breakers are to be complete with the
circuit breaker drawout mechanism and all current-carrying parts.
Provide each breaker cell with a hinged door equipped with a closing
latch mechanism and a trip button externally operated with door closed.
Each circuit breaker shall be doubling barriered to safely permit
operating and racking with a hinged door open. Hinged front panels and
large operator openings shall be reinforced by automatic shutters over
live bus stabs in rear of breaker cell.
b. The Center Bus Compartment is to contain the section riser and main
cross bus which is to be rated for the design ambient of 40 Degrees
Celsius. The main cross bus shall be rated for continuous amperes as
required by the design. All main and riser bus is to be bolted copper
and be adequately braced to withstand the short circuit ratings as
required by the design calculations.
c. The Rear Cable Compartment shall be sized to accommodate all incoming
and outgoing cables required within each vertical switchgear section.
Cable lugs are to be mounted on the load side (and line side when source
cables are used) run-back bus which is extended into this compartment
from the bus compartment. Run-back bus for main or feeder breakers is
to be insulated from the section riser and cross bus. This compartment
shall also contain a plated copper ground bus bolted directly to the
switchgear frame. Clamp or compression type cable lugs suitable for
use with copper cable are to be supplied for cable sizes as shown on
the plans.
d. The Low Voltage Power Circuit Breakers shall be rated per ANSI C37.13,
C37.16, C37.50 and be of the drawout type, manually or electrically
operated type as required. The breakers are to mount on a rigid, self-
aligning draw-out mechanism with "connected", "test", "disconnected",
and "remove" positions.
The front door shall be capable of being closed in the "connected",
"test", "disconnected" or "remove" positions. Provide interlocks to
insure the breaker is open before it can be moved from any position or
when it is between positions.
The circuit breaker trip device is to be of a solid-state design which
requires no external power connections and is provided with an adjustable
long-time delay, instantaneous and (short-time delay) over-current/short
circuit protection depending on the breaker application. Include ground
fault tripping as an integral part of the solid-state trip device only if
no neutral grounding resistance system is specified for the Auxiliary
480V transformers that feed this switchgear. Provisions for testing
and calibrating shall be provided. Indicators for overload, short
circuit, or ground trip shall be provided.
The breaker operating mechanism is to be of the two-step stored energy
quick-make, quick-break type. Operating the charging handle or one
operation cycle of the breaker motor is to charge the closing springs. A
separate operation of the breaker "close" contact or button is to close
the breaker contacts. Closing of the breaker contacts shall
automatically charge the opening springs to insure quick-break
operation. Padlocking provisions shall be furnished to receive up to
three padlocks when the breaker is "open" and in the "disconnected"
position, positively preventing unauthorized closing of the breaker
contacts. A manual trip button, drawout position indicator, contact
position indicator, and spring condition indicator shall be furnished.
Breaker status lamps and annunciation lamps shall be 100,000 hour LED
(Light Emitting Diode) type, as manufactured by Data Display Products
or Ledtronics or equivalent.
The status of all circuit breakers, "Closed", "Open" or "Tripped" shall
be annunciated to the DCS SOE. The status of Main-Tie-Main circuit
breakers shall also annunciate to the cogeneration control mimic panel.
e. Drawings. The manufacture shall furnish drawings showing the general
arrangement and schematic diagrams. The drawings shall supply all
installation and coordination data required by the purchaser for the
preparation of electrical and mechanical details necessary to the
installation of the switchgear by the purchaser.
12.9.2 Safety Switches: Where safety switches are required, such as HVAC
and roof mounted equipment furnish and install heavy duty safety switches as
indicated on the plans and specifications and as required by the NEC. The
NEMA type enclosure shall be appropriate for the environment that the safety
switch is installed. All safety switches shall be NEMA Type HD and UL listed.
a. Switch Interiors: All switches shall have switchblades which are fully
visible in the "OFF" position when the switch door is open. All current
carrying parts shall be plated to resist corrosion and promote cool
operation. Switches shall have removable arc suppressors where necessary
to permit access to line side lugs. Lugs shall be front removable and UL
listed for 75 Degrees Celsius copper wires.
b. Switch Mechanism: Switches shall be quick-make, quick-break such that,
during normal operation of the switch, the operation of the contacts shall
not be capable of being restrained by the operating handle after the
closing or opening action of the contacts has started. The operating
handle shall be an integral part of the box, not the cover. Provisions
for padlocking the switch in the "OFF" position with at least three
locks shall be provided. Switches shall have dual cover interlock to
prevent unauthorized opening of the switch mechanism with the door open.
The handle position shall indicate whether the switch is "ON" or "OFF".
c. Enclosures: Switches shall be furnished in the following enclosures:
- NEMA 1 for general purpose enclosures unless specified as NEMA 3R on
the plans. Covers on NEMA 1 enclosures shall be attached with pin
type hinges. NEMA 3R covers shall be securable in the open
position. NEMA 3R enclosures for switches through 200 amperes shall
have provisions for interchangeable bolt-on hubs. Hubs shall be as
indicated on the plans. NEMA 3R enclosures shall be manufactured
from galvanized steel. Enclosures shall have a gray baked enamel
finish, electrodeposited on cleaned, phosphatized steel.
- NEMA 4, 4X and 5 enclosures shall be furnished in stainless steel
without knockouts. The means of sealing the cover on 30 through
600-ampere switches shall be positive, with 30 through 200-ampere
switches shaving quick release latches. Covers shall be attached
with pin type hinges and shall have gaskets. Enclosures shall be of
code gauge (UL98) stainless steel.
- NEMA 12 enclosures with or without knockouts. The means of sealing
the cover on 30 through 600-ampere switches shall be positive, with 30
through 200-ampere switches shaving quick release latches. Covers
shall be attached with pin type hinges and shall have gaskets to
assure they are dusts tight. Enclosures shall be of code gauge
(UL98) galvanized steel with an electrodeposited, gray baked enamel
finish.
- NEMA 7 & 9 enclosures shall be furnished in cast aluminum with conduit
provisions as specified. Enclosures shall be provided with a bolted
cover and with sealing means for hazardous location protection. "ON"
and "OFF" position identification shall be cast into the cover, not
painted on or applied with an adhesive.
d. Ratings: Switches shall be horsepower rated for ac and/or dc as
indicated by the plans.
e. Fuses. For all enclosures except NEMA 7 & 9, fusible switches rated
100 through 600 amperes at 240 volts and 30 through 600 volts shall
have a UL approved method of field conversion from standard Class H
fuse spacing to Class J. fuse spacing. The switch also must accept
Class R fuses and have provisions for field installation of a UL listed
rejection feature to reject all fuses except Class R. The UL listed
short circuit rating of the switches shall be as required by design
calculations when Class R or Class J fuses are used with the
appropriate rejection schemes.
The UL listed short circuit rating of the switch, when equipped with
Class H fuses, shall be 10,000 rms symmetrical amperes.
For NEMA 1 and 3R enclosures; 800 and 1200 ampere switches shall have
provisions for Class l fuses and shall have a UL listed short circuit
rating as required by the design calculations.
12.9.3 480V Motor Control Centers:
12.9.3.1 General: The Contractor shall furnish and install motor control
center equipment, materials, and accessories as specified herein.
The motor control centers shall be designed and constructed for use on a
480 volt, 3-phase, 60 hertz, 3 wire, solidly grounded system.
Except as specified otherwise herein or on the Motor Control Center
Specification and Data Sheets, all equipment shall be designed for service
at below 3300 feet elevation and with an ambient temperature of 40 Degrees
Ceilus.
12.9.3.2 Codes and Standards: All equipment furnished under these
specifications shall conform to applicable standards of IEEE, ANSI, and NEMA.
All materials and devices shall be in accordance with the applicable
requirements of the Federal "Occupational Safety and health Standards."
The latest edition of these codes and standards shall be applied to the
manufacture of the equipment.
12.9.3.3 Design and Construction: All starter units and feeder tap units
shall be readily interchangeable with units of the same type and size.
All units except larger size starter units and 225 ampere frame or larger
feeder tap units shall be automatically disconnected and connected to the bus
as the units are removed or replaced in the motor control centers. Size 4
or 5 starter units depending on manufacturer's standards and 400 ampere frame
or larger feeder tap units shall have fixed mounting within the motor
control centers.
a. Circuit Breakers: Each combination starter unit and each feeder tap
unit shall include on 3-pole single throw, 600 volt, molded case air
circuit breaker with the appropriate amperes symmetrical interrupting
rating at 480 volts. All breakers, except magnetic trip only type
breakers, shall bear the starter' Laboratories. All breakers shall be
manually operated with quick-made, quick-break, trip-free mechanisms
of the toggle type. The breakers shall be equipped with suitable arc
quenching devices. Main current carrying contacts shall be
silver-plated and shall be capable of carrying their rated current
without exceeding the Underwriters' Laboratories specified temperature
rise. All circuit breakers shall be of the same manufacture.
Manual operating handles shall be furnished on the access doors of
starter units and feeder tap units to operate the circuit breakers.
Provisions shall be made for padlocking each handle in the open
position. Each operating handle shall indicate when the breaker has
tripped automatically.
The access doors shall be interlocked with the operating handles to
prevent opening the doors normally when the circuit breakers are in
the closed position. Provisions shall be made for overriding this
interlock.
b. Combination Starter Units: All combination magnetic full voltage
starter units shall include disconnecting and branch circuit overcurrent
protective devices; 480 to 120 volt dry type control transformers; 480
volt, 3-phase, 60 hertz contactors with manual reset thermal overload
relays; and 120 volt ac operating coils
Control transformer leads, starter overload relay contacts, contactor
operating coils, and starter auxiliary contacts shall be wired to marked
unit terminal blocks.
c. Disconnecting and Branch Circuit Overcurrent protective Devices:
Disconnecting and branch circuit overcurrent protective devices shall be
magnetic instantaneous trip only type circuit breakers as previously
specified under Circuit Breakers.
12.10 Medium Voltage, Isolated Phase Bus Duct:
12.10.1 Scope of Work: These specifications shall cover the design,
fabricate, test, and deliver to the job site the medium voltage, metal
enclosed, isolated phase bus duct and accessories specified herein.
Preliminary details of equipment connections have been included in this
specification for reference to aid in bidding the specified equipment. Two
separate bus systems are required for the project. They are as follows:
12.10.1.1 CT Generator Bus Duct: Generator bus ducts shall connect each
18.0KV, 3 phase, 60 Hz Combustion Turbine Generator to the terminals of the
generator step-up transformer. Tee taps shall be provided to connect
necessary auxiliary equipment to the Generator Bus Ducts. Ratings and
accessories for the Generator Bus Duct shall be as specified herein.
12.10.1.2 Auxiliary Supply Bus Ducts: The auxiliary supply bus ducts shall
connect the gas turbine generator Bus Ducts to the outdoor unit Auxiliary
Transformers and other equipment. The transformer termination boxes shall be
designed to accept the bus duct with disconnect connections with blanking
plate for isolating the transformer from the generator bus duct. Ratings and
accessories for the Auxiliary Supply Bus Ducts shall be as specified herein.
12.10.1.3 ST Generator Bus Duct: Generator bus duct shall connect each
18.0KV, 3 phase, 60 hz Steam Turbine generator directly to its step-up
transformer with PT and Surge Protection compartment and excitation PPT taps.
12.10.2 Applicable Standards:
All medium voltage, ISO phase bus duct and accessories shall be designed,
fabricated, and tested to the latest applicable standards of NEMA, IEE, and
ANSI. The latest editions as of July 31, 1998, of these codes and standards
shall apply.
12.10.3 Equipment Ratings:
12.10.3.1 Generator Bus Duct:
Voltage Rating: 18KV, 3 phase, 3 wire
Continuous Current Rating: As required to carry minimum 100 percent of
the turbine generator output at 65 Degrees Celsuis rise above 40 Degrees
Celsuis ambient. (Bus duct from generator GAC supplied by Gas Turbine
Generator Supplier)
Insulation Level: 125KV BIL
Style: Isolated Phase.
Fault Current Withstand: As required by the application
12.10.3.2 Auxiliary Supply Bus Duct:
Voltage Rating: 18KV, 3 phase, 3 wire
Continuous Current Rating: As required to carry 100 percent full load
transformer current plus 20 percent spare capacity at 65 Degrees Celsius
rise above 40 Degrees Celsuis ambient
Insulation level: 125KV BIL
Style: Isolated Phase.
Fault Current Withstand: As required by the application.
12.10.4 Bus Enclosures: Bus enclosures, fitting enclosures, and
termination enclosures shall be ventilated type for indoor locations and
totally enclosed non-ventilated type for outdoor locations. Enclosures shall
be fabricated from heavy gauge steel or aluminum with removable covers for
access to splice points of heaters. All covers or access points shall be
gasketed. Welded or riveted connection means shall be used for non-removable
construction. Top covers shall be solid, removable, and gasketed. Removable
bottom covers shall be provided where required for splice access. Bottom
pan shall have filtered breathers for outdoor sections. All steel framing
and panels shall be cleaned prior to painting. All sections shall be painted
ANSI-61 "Light Gray". Bus enclosure shall be such that mating parts with
termination boxes, elbows, wall seal sections, and tees shall fit properly
with out warping, gaping, or distortion of the enclosure or accessories.
Connections between joining sections of enclosures or accessories shall be
bonded by the enclosure design or by jumpers to ensure electrical continuity
of the enclosure. The enclosure shall be designed to be hung from overhead
or supported from below. The bus duct manufacturer shall supply all support
hardware, hangers, and steel.
12.10.5 Bus conductors: Bus conductors shall be multiple flat bar
aluminum with tin plating or as provided by the turbine generator supplier at
all contact points. Bar size and quantity per phase shall be such that the
continuous current rating specified shall not cause bus temperature rise
exceeding 65 Degrees Celsius above a 40 Degrees Celsius ambient except for
isolated phase bus. Bars shall be insulated with "Noryl" or equivalent
sleeving or dipped with a fluidized bed epoxy coating. Non-segregated phase
bus shall be cooper with silver plated copper at the joints. Bars shall be
mounted within the housing with flame retardant, molded, reinforced fiberglass
supports. Bars shall be braced to withstand the available fault currents
specified.
Splice points shall use bolted connections that are accessible after
installation for inspection. Splices shall be fully insulated after
installation with flame retardant PVC boots or flame retardant insulating
tape and jacketing tape.
12.11 Battery/UPS System:
12.11.1 General: This section covers furnishing a generating station unit
battery and complete with charging system. Additionally, this section shall
cover the furnishing of power conversion switching and distribution equipment
for continuous supply of electric power to critical AC loads.
12.11.2 Codes and Standards: All equipment furnished under these
specifications shall conform to applicable standards of IEEE, ANSI and NEMA.
All materials and devices shall be in accordance with the applicable
requirements of the Federal "Occupational Safety and Health Standards." The
latest edition of each code and standard shall apply.
12.11.3 Standby Battery Systems
12.11.3.1 Design and Construction: Each battery cell shall be lead-acid
pasted plate type with lead-calcium alloy plate grids.
Cell containers shall be sealed, clear, shock absorbing, heat resistant
plastic, with electrolyte high and low level markers and spray proof vents.
Batteries will be sized in accordance ANSI/IEEE 485-1983. A battery load
profile study shall be performed to ascertain the proper Ampere-Hour size for
each plant battery system. Time duration's for each battery will be defined
in the design calculation documentation. Battery installation shall comply
with IEEE 484-1987. Batteries shall be commissioned and tested in
accordance with AMSI/IEEE std. 450-1987.
- - Batteries shall be installed in a dedicated room with floor loading
capacity adequate to support the weight of the batteries. The room
shall be well ventilated and not subject to temperature extremes.
- - Warning signs telling of the hazards within shall be attached to the
exterior of each door limiting access to authorized personnel only. An
eye wash station shall be provided.
- - Battery rooms shall be provided with ventilation fans that limit the
concentration of hydrogen to 1 percent by volume and with ventilation
failure alarm to the DCS. The ventilating system shall provide at least
five air exchanges per hour. The Battery Room shall be provided with Air
Conditioning to maintain a 77 Degrees Fahrenheit temperature. If more
than 500 gallons of acid are used in the room, the ventilation system
shall meet the Uniform Building Code, Chapter 9 (hazardous location)
requirements, including a break-glass switch at the main entrance to
shut down the ventilation system, and a backup - or standby power
source so the ventilating system (using explosion proof fans) operates
during a power outage. A minimum of 36 inches shall be maintained
between racks in an aisle; 48 inches between live battery terminals.
- - Acid spill containment for all batteries shall be provided by stainless
steel drip pans.
- - To improve reliability and voltage stability in the event of a single
cell failure, single or double cell Lead Calcium batteries shall be
utilized for Station, Main Generator(s) and UPS battery systems, thereby
allowing maintenance personnel to quickly remove a failed cell.
No "4-Pack" cells are permitted.
- - Gas Turbine batteries will be installed in a accessible,
environmentally controlled battery room. A Battery installation under or
inside any turbine generator skid is not acceptable.
- - Aisle mats shall be placed in service aisles in front of the racks (no
dead end aisles) and the mats shall be skid-resistant, electrically
insulating, self draining, and acid resistant.
- - Battery racks shall be installed plumb and level and seismic rated for
Uniform Building Code (UBC) Zone 2A minimum, or the geographical area
seismic classification which ever is greater. Battery racks shall be
secured to wall studs with bolted brackets to eliminate the potential of
tipping. Steel battery rack structures shall be coated with a acid and
rust resistant finish such as polyurethane. Materials other than steel
may be submitted for owner evaluation and approval.
- - All battery systems shall be property filled with electrolyte and
commissioned per ANSI/IEEE Std 450-1987. All terminals shall be cleaned
and properly treated with No-Ox-Id grease. Terminal cables shall be
properly supported, terminal adapter plates will be used to reduce the
stress from the cables to the terminal posts. Properly torque and test
the integrity of all mechanical connections. Adjust the specific
gravity to manufacturer specifications. Fully test the complete
battery system prior to cut over. Compare the test data to the
manufacture specifications. Keep a full record of all tests.
12.11.3.2 Approved Suppliers: Batteries shall be Exide Type GU Calcium Flat
Plate, long duration, or equal C&D or GNB.
12.11.3.3 Rating: Each battery shall be rated in accordance with the
following table.
Nominal system voltage 125
System description 2 wire, ungrounded
Minimum ambient temperature 65 Degrees Fahrenheit
Quantity of cells 60
Specific gravity of electrolyte,
fully charged, corrected to
77 Degrees Fahrenheit 1.220
Voltage, volts per cell
Floating 2.16
Final 1.75
Maximum during equalizing or
recharging following discharge 2.33
The capacity of each battery shall be determined by the Contractor in
accordance with IEEE 485-1978 and these specifications. With the battery
initially fully charged at the floating voltage specified, and with the
battery charges disconnected, the battery shall be capable of supplying the
duty cycle specified. The ambient temperature during the duty cycle shall be
the minimum ambient temperature specified, and the voltage throughout the
duty cycle shall be not less than the final voltage specified.
12.11.3.4 Duty Cycle: The batteries shall be sized to safely shut down the
plant under emergency conditions without a source of auxiliary power or
station service power. The station battery shall also have adequate capacity
to supply emergency lighting, continuous ac power supply equipment, and
critical control and protection systems for a period of 1- hour following an
emergency shutdown.
12.11.4 Battery Chargers: Each battery charger furnished shall be self-
regulating, solid-state silicon controlled full wave rectifier type designed
for single and parallel operation with the batteries specified under these
specifications. The parallel operation features of the battery chargers s
hall include cross compensation providing for equal sharing of the charger
loads.
Chargers need not be designed for automatic load sharing during parallel
operation.
The charges will be served from a 480-volt, 3 phase, 60-hertz system.
The battery chargers shall maintain output voltage within plus or minus 1/2
per cent from no load to full load with an input power supply deviation in
voltage level of plus or minus 10 per cent and an input power supply
deviation in frequency of plus or minus 5 per cent.
Solid-state electronic circuits shall have ac and dc transient voltage
protection and shall be designed to recharge a totally discharged battery
without overloading and without causing interrupting operation of ac or dc
circuit breakers.
Redundant battery chargers shall be provided for each of the power blocks.
On a "Main-Tie-Main" 480V Switchgear system, the redundant charger will be
fed from the bus opposite of the primary battery charger for greater
reliability. All battery chargers will be equipped with a input AC circuit
breaker and a output D.C. circuit breaker with current limiting on the
total battery charger output current to protect the batteries and the
charger.
a. Input power shall be 480 volts, 3 phase, 60 Hz.
b. Each Charger shall have the capability of supplying adjustable "Float"
and "Equalize" charge voltages for 125 VDC batteries.
c. Regulation shall be within 1 percent, maximum ripple shall be 2 percent
RMS.
d. Each charger will be equipped with a output voltmeter and ammeter, a
equalizing switch and timer, a AC pilot light. Also a AC failure relay
and D.C. failure relay for annunciation to the plant DCS will be
provided, installed and functioning.
Capacity: Each battery charger shall be a full capacity charger. Each
charger shall have the capacity to recharge the battery in 8 hours following
complete discharge.
12.11.5 Uninterruptible Power System (UPS): The UPS shall be of the ferro-
resonant design. It shall be a reverse transfer "no break" system, where the
critical loads operate continuously from the inverter output. The UPS shall
be complete, including a Static Inverter, Static Transfer Switch, Manual
bypass Switch, Isolation Transformer for AC Bypass and a AC distribution
circuit breaker panel board with isolated grounding from the plant utilizing
a triad connected to the ground grid at only one point. The equipment
shall be assembled, adjusted and tested at the factory and the owner and/or
owner's representative(s) shall be provided with a full function witness
test, prior to shipment.
In the event of a plant power failure, the floated battery, without any
switching transients, immediately becomes the source of energy to drive the
inverter which continuously supplies power to the critical loads.
In the event the inverter failure, the Isolation Transformer immediately
becomes the source of energy for the UPS critical loads by means of a
"bumpless" transfer through the "make before break" Static Bypass Switch.
This condition is simultaneously alarmed to the DCS and logged in the SOE
(Sequence of Events). Loss of D.C. power shall alarm to the DCS and log in
the SOE as well as UPS failure or whenever the UPS transfers critical loads
to the bypass source.
Critical loads to be supplied by the UPS shall include, but are not
necessarily limited to:
- - All supervisory Control - Electrically operated solenoid valves
and Data Acquisition for Boiler chemistry systems.
(SCADA) systems.
- - CTG and STG emergency - Distributive Control System (DCS).
lube oil and seal oil pump
motors.
- - Plant Page/Party communications - Gas detectors & monitors.
and telephone system Positron
surge protection. - Fire Protection Panel.
- - Combustion Emissions - Fire Protection Panel.
Monitoring System (CEMS).
- - Emergency generator(s) - Critical control room lighting.
air intake louver motors,
radiator fan motors.
- - Plant computer local area
network and FAX machines.
- - Programmable Logic Controller
for chemical treatment of them
main water treatment plant.
- - Battery rooms ventilation fans.
- - High Pressure and Intermediate
Pressure Boiler drum level
controllers.
- - Plant Surveillance Cameras and Monitors.
The following equipment shall be designed and assembled to provide 120/208
volt, three-phase, 60-hertz power to a 4 wire isolated grounded
uninterruptible ac power system.
Quantity Description
1 Static inverter
1 Full capacity static switch
1 120/208 volt ac distribution panelboard
1 Manual bypass switch
1 Voltage regulating transformer
All equipemnt, enclosures, and accessories shall be designed, arranged,
assembled, and connected in accordance with the requirements of these
specifications.
12.11.5.1 Static Inverter: The static inverter shall be of the
fero-resonant design solid-state type employing silion controlled rectifiers
and other required solid-state devices to convert direct current power to
essentially sinusoidal alternating current power, and shall conform to the
following characteristics and requirements.
Voltage
Output 208/120 volts, three-phase, 60 hertz
Input (battery) 105 to 140 volts dc
Harmonic distortion Not more than 5 percent, 0 to 100 percent load
Voltage regulation Not more than plus or minus 2 percent 0 to 100
percent load, 1.0 to 0.8 power factor, 105 to 140
volts dc input
Output, self-regulated Automatic, not more than plus or minus 0.5
Frequency control percent, 0 to 100 percent load
Efficiency Not less than 80 percent at rated load and 1.0
power factor
Duty Continuous
Cooling Natural convection or forced air cooling
Ambient temperture 40 Degrees Celsius maximum, 35 Degrees Celsius
normal
Minimum SCR derating 50 percent from peak voltage and peak current
ratings
12.11.5.2 Inverter Capacity: The static inverter shall have the following
minimum capabilities.
Continuous full
load rating The inverter shall be sized to supply power for 110
percent of the plant's critical 120 volt ac loads
Step load pickup Upon transfer of full load, the inverter output
voltage shall not drop below 75 percent of nominal
voltage during the first half cycle after transfer
and 90 perent of nominal voltage.
Fuse clearing Upon a fault in any branch circuit lateral feeder,
the inverter shall have the capacity to carry a load
equal to one-half of its full load rating and clear
a 30 ampere fast acting fuse in 4 milli-seconds
(1/4 cycle) or less. This requirement shall be met
if the static switch fails to transfer from the
inverter to the alternate source.
12.11.5.3 Static Transfer Switch: The static transfer switch shall use
silicon controlled rectifiers and other static devices required to
automatically transfer loads from the "Normal" source to the "Alternate"
source.
The static transfer switch shall conform to the following requirements:
Capacity, Equal to the continuous full load
continuous capacity of the inverter
Capacity, peak 1000 percent of continuous rating for 5 cycles
Voltage 120/208 volts, three-phase
Frequency 60 hertz
Transfer time, 1/4 cycle maximum. Transition shall be
including sensing "make before break." Voltage failure shall be
sensed on the output of the static switch.
Failure shall cause the static switch to transfer.
The static switch shall also transfer on
over-current prior to the inverter reaching a
current limit mode.
Voltage transfer Automatic transfer to alternate source
to "Alternate" when output voltage of inverter deviates
source plus or minus 10 percent from nominal.
Overcurrent Continuously adjustable from inverter
transfer to continuous rating to inverter current
"Alternate" source limit rating
Retransfer to Return to normal shall be automatic for
"Normal" source all externally caused transfers such as
overload or clearing of a branch circuit
fuse but shall be manual for all
internally caused transfers such as
inverter, filter, or normal patch
failure.
Overload 125 percent for 2 minutes
Line voltage 170 volt peak above normal line voltage
transient
tolerance
Ambient 50 Degrees Celsius maximum, 35 Degrees Celsius normal
temperature
Cooling Natural convection or forced air cooling
Duty rating Continuous
The static switch shall be provided with protective fuses in both "Normal"
and "Alternate" power sources.
The static transfer switch shall be furnished mounted in enclosures described
later in these specifications.
12.11.5.4 Manual Bypass Switch: A manual bypass switch shall be used to
isolate a static switch from its load and alternate power supply and to take
it out of service without power interruption to the load. In so doing it
will connect the load bus to the alternate source. It shall have make-before-
break contacts so that power supply to the loads is continuous during switch
operations. It shall be rated 600 volts, three-phase, 60 hertz and shall
have a continuous rating equal to the inverter continuous output rating.
12.11.5.5 Distribution Panelboards: Panelboards for distribution of
continuous ac power to essential loads shall be dead-front type panelboards
rated 120/208 volts ac. The hinged panelboard front shall cover the fuses
and wiring gutter but not the switch handles. The enclosure door shall
cover the hinged front and switch handles.
Each panelboard shall be constructed for 4 wire, three-phase distribution
with a solid neutral bar and an isolated ground bar. Phase and neutral bars
shall be copper. Rating of the main lugs shall be equal to the rated
continuous full load current of the inverter.
Each panelboard shall have a sufficient quantity single pole, branch circuit
protective devices to serve all critical loads plus 25 percent spare. The
Contractor will determine circuit protective device sizes required.
Circuit identification labels or tags shall be provided on the panelboard
front.
12.11.5.6 Construction Details: Details of construction shall conform to the
requirements of the following paragraphs.
12.11.5.6.1 Enclosures: Enclosures shall be ventilated switchboard type
fabricated from not less than 14 USS gauges sheet steel. Enclosures shall be
designed to permit easy access to all components for maintenance or
replacement. The enclosures shall be reinforced with formed steel members as
required to form a rigid self-supporting structure. Doors shall have latches.
Adequate ventilating louvers and openings and enclosure top panels shall be
included. All vent openings shall be covered with corrosion resistant fine
screen coverings.
12.11.5.6.2 Cooling System: If the equipment supplied requires forced air
cooling, the cooling system furnished shall meet the following requirements.
Reserve cooling equipment shall be furnished for each switchboard assembly.
Reserve fan capacity shall be equal to 100 percent of cooling fan
requirements for full load operation at the specified maximum ambient
temperature.
Completely independent duplicate wiring and control systems shall be provided
for the normal cooling fan system and the reserve cooling fan system.
Each cooling fan shall normally run continuously and shall be powered from
the output of the inverter. Each cooling fan supply circuit shall be
separately fused.
Each cooling fan shall be equipped with an airflow switch having an alarm
contact that closes upon failure of airflow.
12.12 Electric Motors
12.12.1 General: Except for valve motor operators (specified elsewhere)
these motor specifications are applicable to all electric motors furnished
under these specifications.
Special requirements for individual motors and specifications for special
application motors are included in the equipment technical sections as
required.
The following paragraphs contain technical requirements applicable to motors
furnished and installed under these specifications.
Subsection 12.12.2 4000 Volt Motors
Subsection 12.12.3 460-Volt Integral Horsepower Motors
Subsection 12.12.4 Factional horsepower Motors
12.12.1.1 Codes and Standards: All motors shall conform to applicable
standards if ANSI, IEEE, NEMA, and AFBMA, except where modified or
supplemented by these specifications. All equipment and materials shall be
in accordance with the applicable requirements of the Federal "Occupational
Safety and Health Standards." The latest edition as of July 31, 1998, of these
codes and standards shall apply.
12.12.1.2 Rating: The motor nameplate horsepower multiplied by the motor
nameplate service factor shall be at least 15 percent greater than the driven
equipment operating range maximum brake horsepower.
Motor operating voltages (excluding motor operated valves) are tabulated below.
Nominal Motor
System Nameplate
Horsepower Voltage Voltage Frequency Phases
Less then 3/4 120 115 60 1
Greater than or 480 460 60 3
equal to 3/4 and
less than or equal
to 200
Greater than 200 4160 4000 60 3
DC motors 125 120 DC ---
Motors shall be designed for full voltage starting and frequent starting
where required, and shall be suitable for continuous duty in the specified
ambient. Intermittent duty motors may be furnished where recognized and
defined as standard by the equipment codes and standards. Motors shall be
sized for the altitude at which the equipment will be installed. 250 HP motors
may be either 480 volt or 4000 volt depending on location and application
subject to Owner's approval.
12.12.1.3 Torque Characteristics: Except as specified otherwise in the
individual paragraphs or technical sections, the torque characteristics of
all induction motors at any voltage from 90 percent rated voltage to 110
percent rated voltage shall be as required to accelerate the inertia loads of
the motor and driven equipment to full speed without damage to the motor or the
equipment.
12.12.2 4000 Volt Motors:
12.12.2.1 Design and Construction: Design and construction of each 4000-volt
motor shall be coordinated with the driven equipment requirements and shall
be as specified herein.
12.12.2.2 Nameplates: All motor nameplate data shall conform to NEMA MG
1-20.60 requirements.
All motor nameplates and attachment pins shall be corrosion-resistant metals.
12.12.2.3 Service Factor: Each motor shall be designed to provide a
continuous horsepower capacity per 12.12.1.2 without exceeding the total
limiting temperature rise stated in these specifications.
12.12.2.4 Enclosures: All motors shall be self-ventilated unless required
otherwise.
Enclosure parts for all motors (e.g., frames, bearing brackets, external fan
covers) shall be made of cast iron, cast steel, sheet steel, or steel plates.
Aluminum enclosure parts are not acceptable.
All open type motors and the fan covers of totally enclosed fan cooled motors
shall meet NEMA MG 1 requirements for a fully guarded machine.
12.12.2.4.1 Air Filter Pressure Differential Devices. A Dwyer pressure
differential device shall be provided at the air inlet of all motors
furnished with air filters. The device shall be furnished with a snap action
sealed switch having normally open contacts which close on high-pressure
differential.
12.12.2.4.2 Insulation and Windings: Except as specified in the following
paragraph, all insulated windings shall have Class F nonhygroscopic
insulation systems.
Windings may be furnished with Class F insulation systems provided the
temperature rise is in accordance with these specifications.
All insulated winding conductors shall be copper. Sealed insulation for
formed coil windings shall be in accordance with the requirements of NEMA MG 1.
12.12.2.4.3 Temperature Rise: The winding temperature rise for all motors,
when operating at the nameplate horsepower, shall not exceed 80 Degrees
Celsius.
Where ambient temperatures greater than 40 Degrees Celsius is specified, the
temperature rise shall be reduced in accordance with NEMA MG 1.
12.12.2.4.4 Space Heaters: All motors shall have space heater. Space
heater control will be by means of an auxiliary contact in the motor starter.
Space heaters rated 1,200 watts and less shall be suitable for operation on
120 volts, single-phase, 60 hertz. Heaters rated above 1,200 watts shall be
suitable for operation on 208 volts, 3-phase, 60 hertz.
Heaters shall be located and insulated so they do not damage motor components
or finish.
Space heaters shall be sized as required to maintain the motor internal
temperature above the dew point when the motor is idle. The internal
temperature shall not cause winding temperatures to exceed rated limiting
values nor cause thermal protective device "over temperature" indication
when the motor is not energized.
12.12.2.4.5 Terminal Housings: Terminal housings for all open type motors
shall be cast iron, pressed steel, or fabricated steel.
Except for very large 4000-volt motors, terminal housings shall be
diagonally or longitudinally split, and shall have threaded openings to
provide watertight rigid connections with conduit. Each housing shall be
designed for rotation in 90-degree increments, or have provisions included
otherwise, receiving conduit from any of four directions. Nonconducting
motor lead positioners shall be furnished between the housings and the motor
frame.
Gaskets shall be furnished between the split halves of each terminal housing,
and between terminal housing and the motor frame.
A terminal housing for power leads and a separate accessory terminal housing
for accessory leads shall be furnished on each motor. When resistance type
temperature detectors (RTD's) are included in the specified accessories, an
additional terminal housing shall be provided for their leads. Leads
insulated for different voltage classes shall not occupy or terminate in the
same housing under any conditions.
12.12.2.4.6 Leads: All leads, including power leads, temperature
detector leads, and space heater leads, shall bewired into their respective
terminal housings. All leads and their terminals shall be permanently marked in
accordance with the requirements of NEMA MG 1, Part 2. Each lead marking shall
be visible after taping of the terminals.
12.12.2.4.7 Ground Connectors: Each motor shall be furnished with a
grounding connector attached to the motor frame inside the power lead
terminal housing. The grounding connector may be a lug or terminal or other
acceptable grounding connector.
Each motor shall have an additional grounding connector permanently attached
to the motor frame on the same side of the motor as the power lead terminal
housing. The grounding connector shall be a corrosion-resistant metal pad,
containing two NEMA spaced and sized threaded holes, welded or brazed to the
motor frame. The grounding point shall be on or near the end of the motor
opposite the output shaft of horizontal motors, and on or near the base of
vertical motors.
12.12.2.4.8 Bearings: The type of bearing furnished shall be as specified
below.
Thrust bearings for vertical motors shall be capable of operating for
extended periods of time at any of the thrust loading imposed by the specific
piece of driven equipment during starting and normal operation without damage
to the bearing, the motor frame, or other motor parts.
12.12.2.4.8.1 Sliding Type Bearings: Motors furnished with sliding type
bearings shall be capable of withstanding without abnormal damage the axial
thrusts that are developed when the motor is energized. Air gap measurement
holes or other acceptable means shall be provided in each motor end enclosure
for checking the air gap.
Bearing lubricants shall contain a corrosion inhibitor. The Contractor
shall furnish all lubrication information required to assure proper equipment
startup and subsequent bearing maintenance. Anti-friction bearings may be
considered when recommended by the equipment manufacturer.
Sleeve bearings on horizontal motors shall be designed and located centrally,
with respect to running magnetic center, to prevent the rotor axial thrust
from being continuously applied against either end of the bearing. The
bearings, end bells, and bearing housing shall be split type when available.
Vertical motors furnished with plate type (Kingsbury) thrust bearings shall
have oil lubricated split sleeve guide bearings.
12.12.2.4.8.2 Oil Lubrication Systems: Each motor furnished with oil
lubricated bearings shall be furnished with an internal lubricant
recirculating system. The internal systems furnished for horizontal sleeve
bearing motors shall include oil rings, and an oil reservoir located below
each bearing. Each oil ring shall be one-piece construction; split type
construction will not be acceptable. The internal systems furnished for
vertical motors shall include oil reservoirs for the bearings.
Where a self-cooled bearing lubrication system is specified oil reservoir
capacities and ventilation of the bearing housings and oil reservoirs shall
be as required to maintain proper cooling of the oil and bearings under the
maximum ambient temperature conditions specified.
Where water cooling of bearing oil is specified and is required by the
Contractor's design, the Contractor shall furnish pipe taps for the water
inlet and outlet connections. The Contractor's lubrication system shall
maintain proper cooling of the oil and bearings.
Bearings and bearing housings shall be designed to permit disassembly in the
field for inspection of the bearings or removal of the rotor.
12.12.2.4.9 Rotors: All induction motors shall have squirrel-cage rotors.
Motors utilizing fabricated aluminum alloy cage construction rotors will be
considered for acceptance only if the proposal data includes, for each
proposed motor application, data indicating multiple utility experience for
motors driving comparable equipment for at least 5 years. This data shall
include user's name, application, horsepower, voltage, rpm, driven equipment
inertia (WK2), and years in service.
All motor rotating components shall be dynamically balanced after mounting of
the shaft.
12.12.2.4.10 Shafts: Where shipment permits, motor output shafts shall be
complete with motor half coupling mounted, connected to the driven equipment,
and adjusted ready for operation.
The output shafts of motors furnished with sleeve bearings shall be
circumscribed with permanent marks indicating the motor magnetic center and
end float limits when level and running uncoupled with rated voltage and
frequency applied. A permanent, identified reference point shall be
indicated or attached to the bearing housing or shaft seal. The markings
shall be easily identifiable for use during motor installation.
For horizontal sleeve bearing motors, the rotor end float and coupling end
play shall be in accordance with NEMA MG 1.
12.12.2.4.11 Torque Characteristics: Unless specified otherwise, motor
torque's in percent full load torque at rated voltage and frequency shall be
not less than 200 breakdown, 85 pull-up, and 100 locked-rotor. Locked-rotor
kVA/hp at rated voltage and frequency shall not exceed 5.77 for motors rated
through 500 horsepower and 5.59 for motors rated above 500 horsepower.
The Contractor shall be responsible for matching the motor speed-torque
curves with the driven equipment speed-torque curves for all specified
accelerating conditions and maximum load conditions.
12.12.2.4.12 Soleplates: Soleplates shall be furnished for all motors to
facilitate mounting and alignment.
12.12.2.4.13 Critical Speeds: Motors shall be designed to keep torsional
and rotational natural frequencies of vibration at least 25 percent above or
below, preferably above, the motor rated speed ranges to avoid resonant
vibration over the operating speed range of the equipment-motor unit.
12.12.2.4.14 Temperature Detectors: All temperature detectors shall be
ungrounded. A grounding terminal for each temperature detector shall be
included with the detector lead terminals. The grounding terminals shall be
provided with internal wiring to a common ground connection. The internal
wiring shall be removable.
Resistance type temperature detectors (RTD's) shall be platinum, and shall
have a resistance of 100 ohms at OC. Detectors shall be noninductively
wound, annealed after winding to ensure accuracy and stability, and
insensitive to vibration and strain. Each detector shall be furnished with
three leads.
Thermocouple type temperature detectors shall be dual element ungrounded, of
an JA type required for the application. Thermocouple extensions wire
shall be solid 18 AWG or larger.
12.12.2.4.15 Bearing Temperature Detectors. Bearing temperature
detectors shall be furnished for each bearing of the motor. Each detector
shall be complete with a detector head and holder assembly; the detector
temperature-sensitive tip shall be hermetically sealed.
Where sleeve type bearings are furnished, each detector tip shall be held in
intimate contact with the outside diameter of the bearing babbitt not more
than 1/8 inch from the shaft surface of the bearing. Where plate type
(Kingsbury) thrust bearings are furnished, each detector tip shall be held in
intimate contact with the shoe babbitt not more than 1/8 inch from the runner
surface of the shoe.
Thermocouple type detectors for bearings shall be insulated.
12.12.2.4.16 Winding Temperature Detectors: Motor winding temperature
detectors provided with two detectors per phase shall be furnished for the
motor windings.
Temperature detector and detector lead thermal insulation class shall be the
same as the stator coil insulation class. Detector leads shall be provided
with protective brass interlocked spiral armor external to the slot.
12.12.2.4.17 Sound Level: The motor sound level shall be selected by the
Contractor to conform with the overall motor-driven equipment assembly sound
level requirements specified by OSHA.
12.12.3 460 Volt Integral Horsepower Motors:
12.12.3.1 Design and Construction: Design and construction of each 460-volt
integral horsepower motor shall be coordinated with the driven equipment
requirements and shall be as specified herein.
12.12.3.1.1 Nameplates: The following nameplate data shall be included.
Starting limitations, if any AFBMA bearing identification number for
motors furnished with rolling element bearings.
For motors designed for service in hazardous areas:
Location class and group designation.
Maximum operating temperature value or operating temperature code
number.
All other motor data such as horsepower, FLA, service factor etc.
All motor nameplates and attachment pins shall be corrosion-
resistant metals.
12.12.3.1.2 Enclosures: All motor shall be self-ventilated unless
required otherwise.
Enclosure parts for all motors (e.g., frames, bearing brackets, external fan
covers) shall be made of cast iron, cast steel, sheet steel, or steel plates.
Aluminum enclosure parts are not acceptable.
All open type motors and the fan covers of totally enclosed fan cooled motors
shall meet NEMA MG 1 requirements for a fully guarded machine.
12.12.3.1.2.1 Totally Enclosed Motors: Totally enclosed motors shall be
furnished with drain holes and rotating shaft seals. Drain holes shall be
provided with Crouse-Hinds Type ECD "Universal" combination water
drain-breather plugs or approved equal.
12.12.3.1.2.2 Outdoor Motors: Motors for outdoor service shall have all
exposed metal surfaces protected with a corrosion-resistant paint or coating.
In addition to the preceding requirements for outdoor service motors, totally
enclosed motors shall be severe duty Mill and Chemical Duty type.
12.12.3.1.2.3 Motors for hazardous Locations: Motors specified for Class I,
Group D locations shall be UL approved and labeled.
12.12.3.1.3 Insulation and Windings: Except as specified in the following
paragraph, all insulated windings shall have Class B Nonhygroscopic
insulation systems.
Windings may be furnished with Class F insulation systems provided the
temperature rise is in accordance with these specifications.
All insulated winding conductors shall be copper.
12.12.3.1.4 Temperature Rise: The winding temperature rise for all motors,
when operating at the nameplate horsepower shall not exceed 80 C.
12.12.3.1.5 Space Heaters: All motors furnished in NEMA 250 Frame Series
or larger shall have space heaters. DVD started device is an acceptable
alternate to space heaters.
Space heaters shall be rated 120 volts, single-phase, 60 hertz.
Space heaters shall be sized as required to maintain the motor internal
temperature above the dew point when the motor is idle. The space heaters
shall not cause winding temperatures to exceed rated limiting values nor cause
thermal protective device "over temperature" indication when the motor is not
energized.
12.12.3.1.6 Terminal housings: A single terminal housing or separate
terminal housing for motor power leads and accessory leads shall be
furnished on each motor.
Terminal housings for totally enclosed motors shall be cast iron. Terminal
housings for all other motors shall be cast iron, pressed steel, or
fabricated steel. Housings shall be diagonally or longitudinally split with
a gasket between the split halves of the housing. Each housing shall have
a threaded opening to provide a watertight rigid connection with the conduit,
and shall be designed for rotation in 90 degree increments, or have
provisions included otherwise, to receive conduit from any of four
directions. Nonconducting motor lead positioners and gaskets shall be
furnished between the housing and the motor frame.
12.12.3.1.7 Leads: All leads shall be wired into the motor terminal
housing. All leads and their terminals shall be permanently marked in
accordance with the requirements of NEMA MG 1, Part 2.
12.12.3.1.8 Terminals: Cable type leads shall be provided with compression
type terminal connectors.
12.12.3.1.9 Ground Connectors: Each motor shall be furnished with a
grounding connector attached to the motor frame inside the motor terminal
housing. The grounding connector may be a lug or terminal or other
acceptable grounding connector.
12.12.3.1.10 Bearings: The type of bearing furnished shall be as specified
below.
12.12.3.1.10.1 Antifriction Bearings: Antifriction radial and thrust
bearings shall be designed and fabricated in accordance with AFBMA standards
to have a minimum B-10 rating life of not less than 130,000 hours for direct
coupled service and not less than 42,500 hours for belt or chain connected
service. Grease lubricated radial bearings shall be shielded.
Oil ring lubricated type sleeve bearings shall be provided with oil level
sight glasses marked for required oil level at motor running and motor
standstill. The oil ring shall be one-piece construction; split type
construction will not be acceptable. Stationary labyrinth seals shall be
bronze materials.
Sleeve bearings, end bells, and bearing housings for horizontal motors shall
be split type when available for the frame and the enclosure specified. Air
gap measurement holes or other acceptable means will be provided in each motor
end enclosure for checking air gap of sleeve bearing motors.
Sleeve bearings on horizontal motors shall be designed and located centrally,
with respect to the running magnetic center, to prevent the rotor axial
thrust from being continuously applied against either end of the bearings.
The motors shall be capable of withstanding without abnormal damage to the
axial thrusts that are developed when the motor is energized.
Motors furnished with spherical roller thrust bearings shall also be
furnished with deep groove radial guide bearings. One guide bearing shall be
locked to the shaft so that the guide bearing will take upward thrust and to
assure that the thrust bearing is always loaded. If spring loading is
furnished, the guide bearing shall not be preloaded during normal operation.
Thrust bearings for vertical motors shall be capable of operating for extended
periods of time at any of the thrust loading imposed by the specific piece of
driven equipment during starting and normal operation without damage to the
bearing, the motor frame, or other motor parts.
Stacked antifriction bearings will not be acceptable, except as vertical thrust
bearings in frame sizes up through NEMA 360 Series open type enclosures and
up through NEMA 445 Series open type enclosures. Where stacked bearings are
furnished, matched pair precision tolerance bearings with flush groundsides
shall be provided. Bearing seats on the shaft and in the bearing housing
shall have accuracy equal to that of the bearing.
12.12.3.1.10.2 Bearing Lubrication Systems: Grease lubricated bearings
shall be self-lubrication and regreaseable.
12.12.3.1.10.3 Miscellaneous Bearing Requirements: Bearings and bearing
housings shall be designed to permit disassembly in the field for inspection
of the bearings or removal of the rotor.
Bearing lubricants shall contain a corrosion inhibitor. The Contractor
shall furnish all lubrication information required to assure proper equipment
startup and subsequent bearing maintenance.
12.12.3.1.11 Rotors: All induction motors shall have squirrel-cage rotors.
12.12.3.1.12 Shafts: Where shipment permits, motor output shafts shall be
complete with motor half coupling mounted, connected to the driven equipment,
and adjusted ready for operation. Where motor size prevents shipment with
motor connected to driven equipment, the motor half coupling shall be factory
mounted for field connection to the driven equipment.
12.12.3.1.13 Torque Characteristics: Motors shall have torque's and locked
rotor current in accordance with NEMA MG 1, Part 12.
12.12.3.1.14 Sound Level: The motor sound level shall be selected by the
Contractor to conform to the overall motor driven equipment assembly sound
level requirements specified by OSHA.
12.12.4 Fractional Horsepower Motors:
12.12.4.1 Motor Rating, Service Factor, and Nameplate Data: Motor rating,
service factor, and nameplate data shall conform to the requirements of NEMA
MG 1 standards.
Motor nameplate horsepower ratings shall not be exceeded when the equipment
is operating within the limits of the design conditions specified. The motor
loading shall not exceed the motor service factor rating on start-up
conditions or at the equipment maximum load point.
12.12.4.2 Design and Construction: The type, design, and construction of
each motor shall be coordinated with the driven equipment requirements as
specified in the individual technical sections.
12.12.4.2.1 Enclosures: All motors shall be self-ventilated. Fully
guarded enclosures shall be furnished on all motor enclosure types having
accessible moving parts other than shafts.
Motors shall be totally enclosed fans cooled unless specified otherwise.
Frames, brackets, external terminal housings, where furnished, and fan covers
for fan cooled motors shall be cast iron.
Motors for outdoor service shall have severe duty Mill and Chemical Duty.
Motors for service in hazardous areas shall be totally enclosed and of the
correct type enclosure for the particular service as specified in NEMA MG
1-1.26.
12.12.4.2.2 Insulation and Windings: Motors shall have sealed Class B
nonhygroscopic insulation. Sealed Class F insulation is acceptable provided
the temperature rise does not exceed 80 Degrees Celsium when operated at
nameplate horsepower. Unless specified otherwise, all motors shall be for
operation in 40 Degrees Celsius ambient.
All insulated winding conductors shall be copper.
12.12.4.2.3 Terminal Housings: Externally mounted terminal housings shall
be diagonally split for easy access to the motor leads, and designed for
rotation in 90 degree increments. A gasket shall be furnished between the
halves of the housing. Motor leads shall be completely wired into the
externally mounted terminal housing.
12.12.4.2.4 Leads: Terminal and lead details including identification,
dimensions and locations of terminal housings, terminal boards, combination
spade, screw, or stud terminals, and terminal spacing shall be in accordance
with NEMA MG 1 and 2 standards. Where supplied, terminal boards shall be
fabricated of nonhygroscopic material.
The leads of dual voltage rated or multi-speed motors shall be easily
connected or reconnected in their terminal housing for the operating voltage
or for the speed specified. Permanent instructions for making these
connections shall be furnished inside the terminal housing or on the motor
frame or nameplate.
12.12.4.2.5 Ground Connectors: All motors, including those with resilient
mountings, shall be furnished with a ground connection in accordance with
NEMA MG 2-2.09. A ground connector shall be provided inside the motor
terminal housing for 12 AWG grounding cable.
12.12.4.2.6 Bearings: All bearings shall be self-lubricating, shall have
provisions for relubrication, and shall be designed to operate in any
position or at any angle. One-piece sleeve bearings with wick lubrication
shall be furnished where available. Shielded grease lubricated ball bearings
shall be furnished where sleeve bearings are not available or where axial
thrust load exceeds 20 pounds. Where fractional HP motors are supplied with
mechanical equipment packages, as standard, sealed bearings are acceptable.
All bearing mountings shall be designed to prevent the entrance of lubricant
into the motor enclosure or dirt into the bearings, and when required, shall
be fitted with pipes, drain plugs, and fittings arranged for safe, easy
relubrication from the outside of the motor while the motor is in service.
12.12.4.2.7 Rotors: All induction motors shall have squirrel-cage rotors
adequately sized to avoid overheating during acceleration of the motor and
driven equipment. Rotors shall be dynamically balanced.
12.12.4.2.8 Shafts: Shafts of motors shall be furnished with corrosion
resistant treatment or shall be of corrosion resistant metal.
12.12.4.2.9 Capacitors: Capacitors, as required, shall be furnished in
removable metal enclosures mounted on the motor frame. Lock washers shall
be provided under the heads of the enclosure hold-down bolts.
12.12.4.2.10 Thermal Protection: Manual reset thermal protection, for
both stalled rotor and overload protection, shall be furnished on all motors
where available unless specified otherwise in the individual technical
sections.
12.12.4.3 Assembly: All motors shall be completely assembled with the driven
equipment, lubricated, and ready for operation.
12.13 Raceway
12.13.1 General: This section covers furnishing and field installation of
a complete raceway system in accordance with these specifications.
The raceway system is defined to include conduit, flexible conduit,
continuous rigid cable supports called "cable tray" herein, underground duct,
wireway, cabinets and boxes, and all materials and devices required to
install, support, secure and provide a complete system for support and
protection of electrical conductors.
12.13.2 Codes and Standards: Raceway system materials and devices
furnished shall be in accordance with applicable standards of ANSI, NEMA and
UL. Raceway system components shall be installed in accordance with
applicable requirements of the NEC. All materials and devices shall be in
accordance with the applicable requirements of the Federal "Occupational
Safety and Health Standards." The latest edition as of July 31, 1998, of
the codes and standards shall apply.
12.13.3 General Installation Requirements: The installation
specifications included in this article apply to all raceway system components.
12.13.3.1 Routing of Above Grade Raceway and Conduit: The Contractor shall
route raceway and conduit and shall coordinate conduit locations with other
equipment and structures. Raceway and conduit shall be routed so that,
except where they are being lowered to enter equipment, the lowest part of
the raceway or conduit, including its associated supports and appurtenances, is
at least 6'-8" above the closest floor or walking surface beneath it when
walkspace below the conduits exists. Raceway and conduit may be routed a
reasonable distance away from the supporting wall, ceiling, or structural
member so long as the specified support is provided, interference with other
equipment and structures is avoided. Raceway and conduit, including their
associated supports and appurtenances which must be routed closer than 6'-8"
above the closest walking surface beneath it, shall be routed as close as
possible to surfaces of walls, columns and the equipment served.
All raceway and conduit shall be installed in a neat, rectangular form.
Special attention shall be given to securing a neat appearance. All raceway
and conduit shall be installed perpendicular or parallel to the major
equipment, building structure and floor levels except in special cases
consented to by the Owner.
12.13.4 Electrical Cable Tray System: An electrical cable tray system shall
be furnished and installed in accordance with these specifications. The
electrical cable tray shall be in accordance with the requirements of NEMA VE 1
except that, in case of conflict between the requirements of these
specifications and the requirements of NEMA VE 1, the requirements of the
latter shall govern to the extent of such conflict.
All power and control trays shall be of steel aluminum construction, width
and depth as required for application. All trays shall be designed with a
safety factor of 2.0. T. J. cope is the preferred manufacturer.
Ladder type shall have a maximum rung spacing of 9 inches.
Instrumentation tray shall be steel solid bottom trough tray, galvanized
after fabrication. All instrumentation trays shall have complet coverage
with solid tray covers. Exceptions are noted in Section 12.1.9.
12.13.4.1 Covers: Except as specified otherwise herein, all indoors
vertical trough and ladder type trays shall be furnished with covers.
Exceptions are noted in Section 12.1.9. All indoor horizontal trays located
under grating floor or insulated pipe shall be furnished with covers which,
on trough and ladder type trays, extend at least 2 feet beyond that part of
the trays directly exposed beneath the grating floor or insulated pipe.
Indoors, covers may be omitted on those lower trays of stacked trough and
ladder type trays where a covered tray at a higher elevation in the stack
provides complete vertical shielding to the lower tray. All outdoor trays
shall be furnished with covers. Trays which are specified to have solid
bottoms, shall also have solid covers throughout including all horizontal
runs, all fittings, and all vertical runs.
12.13.5 Tray Supports: Tray supports shall be furnished and installed in
accordance with these specifications. The Contractor shall be responsible
for designing the cable tray support system within the allowable limits
specified by the manufacturer of the support hardware.
Each support shall be capable of supporting the uniform weight of the trays,
plus their nominal uniform cable loads, plus a 200 pound concentrated load
without exceeding the allowable limit of any element of the support system.
The safety factor of support hardware shall not be considered in determining
the suitability of any element, except that the safety factor shall not be
less than 2.0 for any support element.
Hanger rods shall not be smaller than 1/2-inch diameter electro-galvanized
threaded steel rods.
12.13.6 Underground Duct Bank Construction: Underground duct banks shall
be constructed of plastic (PVC) duct on nonmagnetic spacers encased in
concrete. Concrete shall completely surround the ducts and provide for a
minimum of 2 inches of cover.
All vertical risers not encased in concrete shall be rigid galvanized steel.
12.13.7 Material: Underground duct system materials furnished under these
specifications shall be new and undamaged and shall conform to the following
requirements.
Duct Polyvinyl chloride, Type DB or
EB in accordance with NEMA TC-6
Couplings Plastic, for use with duct
previously specified and "Duct-
to-steel" adapters as required,
including joint cement
Spacers Plastic high impact,
interlocking, base and
intermediate type
Factory Type DB or EB, 36 inch minimum
bends and radius
sweeps
End bells Plastic
Plugs Plastic, high impact, tapered
to fit end bell provided
Duct binder Hemp or sisal twine or string.
Riser Rigid hot-dip galvanized mild
termination steel
couplings
Riser bends Rigid steel or PVC conduit
elbows, factory or field made,
36 inch minimum radius, 90
degree, entirely concrete
encased below grade. Hot- dip
galvanized rigid mild steel in
accordance with ANSI C80.1 and
UL 6 shall be used above grade.
12.14 Conductors
12.14.1 General: Insulated cable, conductors and conductor accessories
shall be furnished and installed in accordance with the requirements of this
section of these specifications. Insulated cable, conductors and conductor
accessories shall be furnished in quantities sufficient for a complete
installation as indicated in these specifications.
Installation shall be defined to include placement, splicing, terminating
conductors, coiling and taping of spare conductors, identification, testing
and verification of each circuit, cable and conductor. Installation of
cable in trays shall also include removal and replacement of cable tray covers.
Terminating a conductor shall include installing cable termination kits for
shielded cable, attaching the conductor at its designated location, and
insulating the entire connection where specified or required by the
application.
12.14.2 Cable Specifications: The cable furnished shall conform to the
Cable descriptions included below.
CABLE
TYPE DESCRIPTION
Medium 25,000 and 5000 volts, single-conductor and three
Voltage conductor with ground, Class B stranded copper;
Power ethylene propylene rubber (EPR) insulation;
shielded; and chlorosulfonated polyethylene (CSP)
or chlorinated polyethylene (CPE) jacketed. Kerite
is the preferred manufacturer.
Low Voltage 600 volts, single-conductor, Class B stranded
Power copper; EPR or XLP insulated; CPS or CPE jacketed.
Low Voltage 600 volts, three-conductor; concentric lay,
Power stranded copper with a ground wire in the
interstices; FRXLPE or FREPR insulation; CSP or CPE
jacketed overall
Control Control cable, 600 volt, multiple-conductor, as
required, stranded copper, 10 AWG, 12 AWG, 14 AWG;
multiple-conductor, XLP insulation; CSP or CPE
jacketed overall.
Thermocouple Thermocouple extension cable, one, four, six and
eight twisted pairs. Solid alloy conductor with the
same material as the thermocouples, with shield
over each pair (except for one-pair construction)
and with an overall shield, 16 AWG single pair; 20
AWG multi pair; FRXLPE or FREPR insulation;
aluminum mylar tape shield with drain wire; CSP or
CPE jacketed overall.
Instrumenta- Instrumentation cable, 300 V minimum, flame
tion retardant single and multiple twisted pairs and
triads, shielded instrument cable with individually
shielded pairs, overall shield, and overall jacket;
FRXLPE or FREPR insulation; CSP or CPE jacketed
overall. (Single pair or triad 16AWG, multi pair
or triad 18AWG)
High High temperature control and fixture wire, single-
Temperature conductor control cable; stranded copper; 12 AWG;
Fixture stranded copper, with normal maximum operating
Wire temperature of 200 C; silicone rubber insulation;
braided glass jacket.
Lighting & Lighting circuit runs totally enclosed in conduit,
Receptacles NEC Type RHH-RHW-USE with XLPE insulation for use
in outdoor or unheated areas.
12.15 Lighting and Wiring Devices
12.15.1 General: This section covers the furnishing and installation of
lighting materials and equipment complete as specified herein.
12.15.2 Materials: Lighting material and wiring devices shall be furnished
in accordance with the following articles. All materials and devices shall
be in accordance with the applicable requirements of the Federal
"Occupational Safety and Health Standards."
12.15.2.1 Transformers and Panelboards: All lighting transformers and
panelboards shall be as specified in sections 12.1 Electrical Criteria.
12.15.2.2 Fixtures: Lighting fixtures shall be as specified in section 12.1
Electrical Criteria.
12.15.2.3 Raceway: All lighting raceway and raceway fittings shall be as
specified in section 12.13 Raceways. Roadway and area lighting may direct
burial cable.
12.15.2.4 Deleted
12.15.2.5 Fixture Supports: All lighting fixture supports, hangers,
clamps, and fasteners required shall be furnished.
12.15.2.6 Receptacles: Receptacles furnished shall be of the following
manufacture and catalog number or Contractor approved equal.
Receptacle Type Manufacturer Catalog No.
Duplex (Finished Hubbell 5362-GRY or equal
areas)
Single (Finished Hubbell 5361-GRY or equal
areas)
Clock outlet Pass & Seymour 2123 or equal
(Finished areas)
Duplex (Unfinished Hubbell 5362 or equal
areas)
Single (Unfinished Hubbell 5361 or equal
areas)
30 ampere, 4 wire Pass & Seymour 5744 or equal
50 ampere, 4 wire Pass & Seymour 5754 or equal
60 ampere, 4 wire Pass & Seymour 9460 or equal
Explosion proof Appleton EFS "U-Line" or equal
(Class I, Group D
areas)
12.15.2.7 Plugs: Explosion proof, Class I, Group D plugs shall be 20
ampere, 125 volt, 2 wire, 3 pole Appleton ECP "U-Line," to fit explosion
proof receptacles and also fit standard grounding type receptacles. A
matchup plug shall be furnished with each explosion proof receptacle.
The following cordsets shall be provided with each 4-wire receptacle, unless
otherwise indicated on the drawings.
Cordset Manufacturer Catalog No.
30 ampere, 4 wire Bryant 5715-B or equal
(4 foot cord)
50 ampere, 4 wire Bryant 5716-B or equal
(4 foot cord)
60 ampere, 4 wire Pass & Seymour 9461-AN or equal
(Attachment plug and
Type SO.
12.15.2.8 Switches: Switches furnished shall be 20 ampere, 120/277
volt totally enclosed tumbler type with side connected screw type terminals,
phenolic compound housing and operating levers, and single mounting yoke
design. Single and 2 pole switches shall be position indicating. Switch
assemblies utilizing porcelain or ceramic materials in the assembly are not
acceptable.
All switches shall be Underwriters' Laboratories approved for incandescent
fluorescent (inductive) lighting loads to their full rated capacities.
Switches used for switching direct current shall be 20 ampere, 125-volt
T-rated AC/DC switches.
Switches of the following manufacture and catalog number or Contractor approved
equal switches shall be furnished.
Switch Type Manufacturer Catalog No.
Single pole (Finished Hubbell 1221-GRY or equal
areas)
Three-Way (Finished Hubbell 1223-GRY or equal
areas)
Four-way (Finished Hubbell 1224-GRY or equal
areas)
Single pole (Unfinished Hubbell 1221 or equal
areas)
Three-way (Unfinished Hubbell 1223 or equal
areas)
Four-way (Unfinished Hubbell 1224 or equal
areas)
Momentary contact Pass & Seymour 1250 or equal
(Unfinished areas)
Two pole (Unfinished Hubbell 9806 or equal
areas)
Single pole with pilot Hubbell 1221-PL or equal
light (Unfinished
areas)
Explosion proof Crouse-Hinds "EDS" push-
momentary contact; 2- button or equal
N.O. (Class I, Group D series
areas)
Explosion proof, single Crouse-Hinds "EDS" push-
pole, 2 pole, three- button or equal
way, four-way (Class I, series
Group D areas)
Explosion proof, 1-N.O. Appleton "OFC" lever or
contact (Class I, Group equal series
B areas)
Dust ignition proof Crouse-Hinds "EDS" push
momentary contact; 2- button or or
N.O. (Class II, Group F equal series
areas)
Dust ignition proof, Crouse-hinds "EDS" tumbler or
single pole, 2 pole, equal series
three-way, four-way
(Class II, Group F
areas)
Single pole Lutron "NOVA" series or equal
(Incandescent dimmer)
12.15.2.9 Device Plates: Device plates shall be furnished for all device
boxes according to the drawings and the following specifications.
12.15.2.9.1 Device Plates for Finished Areas: Single and multigang
device plates for wiring devices installed in flush mounted boxes in finished
areas (offices, etc.) shall be Type 430 satin stainless steel, not less
than 0.035 inch thick with beveled edges, Sierra or Contractor approved equal.
12.15.2.9.2 Device Plates for Unfinished Areas: Except where weatherproof
receptacles or switches are required, device plates for wiring devices
installed in surface mounted cast metal boxes in unfinished areas shall be
formed sheet steel, not less than 0.067 inch uncoated thickness, coated with
zinc or cadmium, shall comply with Underwriters' Laboratories Standard UL
514, and shall be Appleton, or Contractor approved equal.
12.15.2.10 Lamps: Lamps shall be furnished for all fixtures. Immediate
lamp replacement, whenever burnouts occur, shall be continuous until the
date of care custody and control reverts to owner.
All incandescent fixtures shall be group relamped immediately prior to the
lighting system turnover to Owner.
12.15.2.11 Area or Roadway Lighting Installation: All pole bases, poles,
luminaries, cable lamps, and other are roadway lighting materials and
equipment shall be installed according to these specifications as required to
provide a complete and operating system.
12.15.2.11.1 Pole Bases: The Contractor shall stake the exact location of
each base and verify the location with the plans before proceeding with base
excavation. Excavation, concrete and reinforcements shall be as specified
elsewhere in these specifications. Anchor bolts shall be templates secured
during installation.
12.15.2.12 Poles: All poles shall be carefully plumbed with heavy nuts
on the anchor bolts under the pole baseplate and on top.
After the pole has been completely equipped and connected the space between
the steel base and the top of the concrete shall be grout filled.
12.15.2.13 Luminairs: After the pole has been installed, aligned, and
painted, the luminaire, mastarm, and cable shall be assembled and installed
on the pole, cable connections completed in the handhole near the base of the
pole or in the base of the pole, and the pole ground connected.
12.15.2.14 Area or Roadway Lighting Conductors shall be installed in
accordance with paragraph 12.1.10.3.8. Connections in the base of the pole
shall be made with split bolt connectors.
12.15.2.15 Grounding: All lighting installations shall be grounded in
accordance with section 12.16 - Grounding. Installations on concrete bases
shall be grounded with driven ground rod and bare stranded copper cable
connected to the pole grounding lug.
12.16 Grounding:
12.16.1 General: This section covers the furnishing and installations of
grounding materials complete as specified herein.
12.16.2 Materials: All grounding materials required shall be furnished new
and undamaged in accordance with the following requirements.
Rods 3/4-inch 10-foot copper-clad standard type.
The copper cladding shall be electrolytically bonded to
the steel rod or bonded by a molten welding process.
Cold rolled copper cladding is not acceptable. Ground
rods shall be as manufactured by Blackburn, Weaver, or
Contractor approved equal.
Cable
Bare Soft drawn copper, Class B stranding, ASTM B8
Insulated Soft drawn copper, Class B stranding with green colored
polyvinyl chloride insulation, UL 83, Type TW, THW, or THHN
Wire Mesh Copper-clad, 6 AWG, 6 inch by 6 inch mesh spacing,
Copper weld or Contractor approved equal
Bus and Bars Soft copper, cross section not less than 1/8 inch thick
by 1 inch wide, ASTM B187
Exothermal Welds Molds, cartridges, materials, and accessories as
recommended by the manufacturer of the molds for the
items to be welded. Cadweld heavy-duty or Contractor
approved equal. The same manufacturer shall furnish
molds and powder.
Flush ground Cadweld B-162 Series, B-164 Series, or
plates Contractor approved equal ground plates with NEMA
hole spacing
All clamps, connectors, bolts, washers, nuts, and other hardware used with
the grounding system shall be of copper.
12.17 Plant Intercommunication/Security System: Not Used
12.18 Freeze Protection System:
12.18.1 General: This section covers the furnishing of a complete freeze
protection system. The following work shall be included.
Coordination of the design is for the freeze protection system.
Furnishing supporting drawings and tabulations for the freeze
protection system.
Furnishing all freeze protection equipment, materials, and accessories.
Installations of all freeze protection equipment, materials, and
accessories.
12.18.2 Codes and Standards: All equipment, materials, and accessories
furnished under these specifications shall conform to applicable standards of
ANSI, NEMA, and IEEE; and shall be in accordance with the applicable
requirements of the Federal "Occupational Safety and Health Standards." All
codes and standards shall be the latest editions published as of July 31, 1998.
12.18.3 Basis for Design: The freeze protection system design shall be as
required to prevent freezing of water contained in pipe under the following
conditions.
Temperature Minimum Ambient Temperature (0 Degrees Fahrenheit)
Wind 15 miles per hour
Plant condition Complete shutdown
Freeze protection shall be accomplished by the installation of electric
self-limiting parallel heat tracing cable along the pipes to be protected.
The system shall be designed for direct application of heat tracing cables to
the pipe or for application of the heat tracing cables between layers of pipe
insulation. MI heating cables shall be used when operational temperature
exceeds self-limiting ratings.
The Contractor shall be responsible for all field measurements, sketches, and
isometric drawings required by the heat tracing cable manufacturers for
design of the system.
The Contractor shall provide 120/208 volt, three-phase, 60 hertz power at a
distribution panelboard. The freeze protection system design shall provide
approximate balancing of load between the three phases at each panelboard.
12.19 Cathodic Protection System:
12.19.1 General: This section covers furnishing and installation of a
cathodic protection system for underground carbon steel, stainless steel,
brass, and copper piping, the bottoms of certain pad mounted steel tanks, and
the surfaces of the condenser and auxiliary cooling water heat exchangers
wetted by circulating water.
The cathodic protection systems for underground piping shall consist of
insulated flanges, galvanic anodes, and field test stations if required for
the following equipment.
The cathodic protection system for the bottoms of certain aboveground pad
mounted steel tanks shall consist of anodes and tank ground rod-anode
connection enclosures.
The cathodic protection system for the condenser and auxiliary cooling water
heat exchangers shall consist of anodes and provisions for mounting them on
the interior of the vessels.
12.19.2 Materials: The Contractor shall furnish all equipment and
materials for a complete cathodic protection system.
12.20 Emergency/Maintenance Power Generator: Generator shall be supplied
with the Diesel engine as a completed skid, ready for installation outdoors
conforming to the following specifications:
- - Electrical rating: 400 kW, 0.8 pf, 480 volt, 3-phase, 60 Hz at 1800
RPM, Brushless generator.
- - Duty: NFPA 100, Level 2, Standby
- - Excitation: Direct rotating shaft connected, brushless 3-phase, fused
SCR Diode exciter, PMG (Permanent Magnet Generator).
- - Bearings: Single regreaseable anti-friction ball bearing construction.
- - Insulation: NEMA Class F.
- - Enclosure: Horizontal mounted, indoor weather protected acoustical
enclosure.
a. Accessories: Shall be furnished that are compatible with the
generator and shall include as a minimum the following:
a. Stator RTD's (Resistance Temperature Detectors) - 100
Platinum, 6 each (2 per phase).
b. Bearing RTD's - 100 Ohms Platinum, 1 each.
c. Neutral ground resistor - 2A, 140 Ohms 277 Volt continuous.
d. Space heaters, 120 Volt, 1-phase, 60 Hz, controlled by N.C. relay
contact from generator PT's relay.
e. AVR (Automatic Voltage Regulator).
f. VAR/Power Factor Controller
g. Generator CT cubicle to include 8 CT's 800/5A C100, one for
excitation, two sets of (3) each for differential relays,
protective relays and metering. One 5/5A, for neutral ground
fault relaying.
h. Generator PT cubicle to include one set of (2) open delta,
grounded secondary, 480/120 Volt PT's (fused on primary and
secondary) and surge protection.
i. Remote voltage adjusts control.
j. Remote speed adjusts governor control.
k. Remote "Emergency Stop" (guarded red mushroom) button.
b. Relaying: The emergency power generator shall include the protection,
recommended in IEEE 242.
1. Not used
2. Not used
3. Not used
4. ANSI Device 25, Basler BE1-25 Sync-Check Relay
5. ANSI Device 86G, Electroswitch Lock-Out Relay for tripping
generator circuit breaker, "kill" of engine governor (or fuel
or air supply) and annunciation to the DSC.
6. Multilin "TB3" Three (3) 100 Ohms Platinum RTD Input Temperature
Monitor and Multilin "SM10" ten (10) channel RTD scanner.
Monitoring of the (1) generator bearing RTD and the (6) generator
stator RTD's will be provided by wiring the bearing RTD direct to
the "TB3" and wiring the stator RTD's through the SM10 on a five
second scan per RTD with the (1) scanning output wired to the
"TB3". "Pre-Alarm" and "Alarm" functions shall annunciate to the
DCS. "Trip" function shall actuate Device 86G and annunciate to
DCS.
c. Metering: The Emergency generator shall include the following
metering and transducers for remote monitoring after installation:
1. Voltage
2. Amperes
3. Frequency
4. Power Factor
5. KWATTS
d. Approved Suppliers
1. Diesel Engines: Caterpillar, Cummins, Detroit Diesel, Fairbanks
Morse, Wartsila
2. Generators: Baylor Marathon
3. Governors: Woodward electronic type EG-3P
4. Voltage Regulators: Baylor: Basler SSR 125-12. VAR/Power Factor
Controller: Basler SCP 250. Marathon: DVR2000 w/3 Phase RMS
sensing and 0.25% regulation add VAR-PF Controller option.
12.21 Black Start Diesel Generators:
Contractor shall supply four 2000 kW diesel engine driven generator units
complete with all auxiliary's, interconnecting piping, instruments, wiring,
rigid steel base, tools and spare parts as specifies in the specifications in
Appendix F.
13.0 SITE DEVELOPMENT
13.1 General: The Project design shall take into account existing site
conditions with respect to soil characteristics, site clearing, grading and
drainage. The Contractor shall be responsible for all site preparation and
development including any demolition and soil stabilization. In addition to
the site development work required to support facility construction, overall
Project site development shall also include; grading, drainage, roadways,
parking areas, fencing and landscaping the area.
Site grading shall be compatible with the general topography and uses of
adjacent properties, right-of-way, set back and easement.
Overall Project design must incorporate the provisions of all-applicable State
and local codes.
13.2 Site Description: The Plant and associated 345 kV Switchyard and
electrical transmission line are located in Lamar County, Texas within the
city limits of Paris (see Figure D.1 Property Site location map in Appendix
D). The site is located east of Farm to Market Road (FM) 137 and borders
county gravel roads on the north, south and west sides of the property.
The power generation facility is to be located near the middle of the
property (see Appendix D).
13.3 Flood Zone: The Plant is to be constructed in an area that is above
the 100-year flood boundary.
13.4 Lay Down and Storage: The Contractor has the right to use any
available area on the Property Site that does not affect any existing U.S.
Army Corps of Engineers protected wetlands. If lay down and storage area is
needed off the Property Site, for reasons other than the interference
described in section 3.18 of the Agreement, Contractor shall make such
arrangements at its expense.
13.5 Subsurface and Geotechnical Surveys and Investigations: The Contractor
shall be solely responsible for furnishing all labor, materials, tools and
equipment to perform all work and provide all services necessary for, and
incidental to, the completion of the detailed subsurface and geotechnical.
Investigation necessary for the Contractor's construction of site work,
buildings, new utilities, and other new facilities.
13.6 Surface Surveys and Investigations: The Contractor shall be solely
responsible for furnishing all labor, materials, tools and equipment to
perform all work and provide all services necessary for, or incidental to,
the completion of detailed surface survey work necessary for the Contractor's
site work, as well as construction of buildings, new utilities, and other
new facilities; and to establish and maintain benchmarks, to make
measurements to verify location of completed construction, and to
survey alignment to existing property boundaries.
13.7 Easement and Setbacks: The Contractor shall observe all easement and
setbacks unless specific exceptions are obtained from the Owner.
13.8 Clearing, Grubbing and Site Maintenance: Initial clearing, and grubbing
necessary for the Work and the 345 kV Switchyard where excavation, filling or
other construction is planned shall be completed by Contractor.
13.8.1 Debris: All construction related debris and material removed shall
become the immediate property of the Contractor and shall be removed from the
premises and disposed of by the Contractor.
13.8.2 Maintenance: All temporary access roadways used by the Contractor
shall be maintained in serviceable condition.
13.8.3 Signs and Barricades: All signs and barricades shall be provided
and maintained by the Contractor and shall be in accordance with
jurisdictional regulations for accident prevention.
13.8.4 Dust Control: The Contractor shall be responsible for dust control
at the Site. The Contractor shall prevent the spread of dust during its
operations. Contractor shall moisten all surfaces with water to reduce the
risk of dust becoming a nuisance to the public and neighbors. The Contractor
shall furnish all labor and equipment necessary for dust control including
tank trucks and hoses.
13.8.5 Open Burning: On-site open burning will not be permitted unless
approved by appropriate local authorities.
13.9 Grading and Construction Drainage: Contractor shall perform all site
grading including the 345 kV switchyard. This shall include excavating,
backfilling, filling and compacting of soils as required. Soils unsuitable
for subgrades shall be removed and replaced with suitable backfill material.
The removed soils may be used for general site fill in accordance with the
geotechnical report if appropriate.
The Contractor shall be responsible for installing and maintaining adequate
drainage and preventing soil erosion at the Site during construction as
specified in 13.12.
13.10 Excavating, Filling and Backfilling: The Contractor shall be
responsible for: furnishing all supervision, labor, tools, materials and
equipment; and, except for consultation with Owner, as may be required with
respect to Hazardous Materials performing all operations in connection with
excavating of all materials, regardless of character of materials obtaining
fill and backfill materials installing and compacting of fill and backfill
materials and producing final grade lines for the Work and providing final
soil grade lines for the 345 kV switchyard. All necessary arrangements for
obtaining materials, including topsoil and borrow materials, from off-site
borrow areas shall be the responsibility of the Contractor. Suitable topsoil
may remain on Site to be used for landscaping purposes.
And, except for consultation with Owner, as may be required with respect to
Hazardous Materials, the Contractor shall remove from the Site all rubbish
and debris found thereon, so as to prepare the Site for excavation.
And, except for consultation with Owner, as may be required with respect to
Hazardous Materials, the Contractor shall perform the required excavation of
all materials encountered, as required, for the construction of the Facility.
The Contractor shall prevent the foundation areas from becoming unstabilized
by the flow of water into the excavation or by cave-ins or slippage.
Slopes of excavated areas shall be protected from rutting and scouring.
Surface water shall not be permitted to flow uncontrolled down any embankment
slope.
Deleterious soil, not suitable for sustaining design loads, shall be removed
entirely, and structural fill shall be placed in its stead. In areas, other
than under buildings and foundations, unsuitable soil shall be removed and
replaced with structural fill to the depth required to sustain traffic loads.
All unsuitable and excess soil shall be disposed of in accordance with the
geotechnical report. All necessary arrangements for off-site disposal shall
be the responsibility of the Contractor.
The Contractor's quality of work, including excavating, filling, backfilling,
compacting, dewatering, subgrade preparation and stabilization, shoring and
drainage shall comply with its geotechnical engineer's recommendations, the
applicable American Society for Testing and Materials (ASTM) standards and
any state and local standards.
Blasting shall be permitted provided that it does not endanger persons or
property; and, blasting will be permitted only at such times, and in such
locations, as approved by Owner. Contractor shall be solely responsible for
the safe handling, storage and use of all explosives; and for any damage or
injury caused by blasting or accidental explosion. Contractor shall obtain any
permits required by, and shall comply with, all local, state and federal
regulations relevant to explosives and blasting.
All existing utility lines, drains and other structures which are
encountered, and which will be reused, shall be carefully supported
and protected from damage. If damaged, Contractor shall notify Owner
immediately. Existing facilities damaged by Contractor shall be
rehabilitated by the Contractor at its expense as close as practical to the
same condition in which they were found.
Before backfilling, excavated areas to be backfilled shall be cleared of all
extraneous materials.
13.11 Dewatering:
Where excavation is carried below the groundwater surface, a dewatering
system shall be required. The dewatering system shall have sufficient
capacity to maintain groundwater elevation below the working surface of the
excavation such that backfilling and material compaction are not affected by
groundwater.
Withdrawal and discharge of groundwater for dewatering may require permit(s)
from authoritative regulatory agencies; Contractor shall obtain such permit(s).
13.12 Soil Erosion and Sediment Control: Soil erosion and sediment control
plans shall be developed in accordance with earth disturbance permit
requirements based on state National Pollutant Discharge Elimination System
(NPDES) provided by the Owner. Contractor shall obtain and conform to the
County's Erosion and Sediment Control Regulation.
Soil erosion and sediment controls shall generally consist of control of
runoff, vegetative stabilization, and sediment traps. All slopes, drainage
ditches and other exposed areas shall be stabilized by vegetation. Sediment
traps such as hay bales or synthetic filter fabric (silt fence) shall be
installed around catch basin inlets, culvert inlets and at the top and toe of
slopes.
13.13 Drainage: Surface runoff shall be controlled by the use of ditches,
and/or catch basins and underground conduits. The drainage for
uncontaminated runoff from the plant area including root drainage from the
buildings and enclosures shall be diverted to natural watercourses via closed
conduits and/or open ditches.
The drainage pattern should be from west to east or from east to west in the
plant facility area. Storm water will be picked up and conveyed to the
detention pond.
Storm water runoff determination shall be based on design storm having a
10-year recurrence interval, 24-hour duration unless local laws require
otherwise.
13.13.1 Ditches: Drainage ditches shall be installed inside the plant area
to provide drainage of surface water and to ensure stability of the
facilities. All swales shall be erosion control protected by grass with man
made material or rip rap.
Ditches shall have a grade of not more than 2.0 percent and a normal minimum
grade of not less than 0.5 percent.
13.13.2 Closed Conduits: Closed conduits shall be used where grades are
in excess of the maximum given in 13.13.1. Conduit shall be reinforced
concrete pipe or galvanized corrugated metal pipe or corrugated polyethylene
pipe with smooth interior. Reinforced concrete pipe shall conform to the
requirements of ASTM C76. Galvanized corrugated metal pipe shall conform to the
requirements of AASHTO M36. Polyethylene shall conform to ASTM F405 or ASTM
F667. Velocities shall be limited to not more than 12 fps.
13.14 Roads and Parking: Subgrade for roads and parking areas shall be
prepared during site development phase of the project. Subgrade preparation
and compaction shall be in accordance with Contractor's geotechnical
engineer's recommendations. The roads and surfaces shall be crossed sloped
to adequately drain all storm waters to drainage ditches or to catch basins
connected to a closed conduit drainage system. If a drainage ditch is not
used to control the storm water roadway runoff, then 2' wide concrete curb
and gutter shall be used with curb inlet connected to a closed conduit
drainage system.
13.14.1 Plant Facility Roadway: All paved roadway access entrances off FM
137 shall be concrete from the edge of FM 137 to the site property. The
concrete entrance design shall conform to State of Texas and County
requirements for Highway and Street Construction.
The access roadway to the plant and roadway around all turbines shall be a
minimum of 24' wide with 30' inside and 60' outside radius. Asphalt surface
shall be provided to overhead door access to all buildings. Other access
roadways within the plant facility shall be designed for AASHTO HS-20 loading.
13.14.2 Fuel Oil Storage Tank Unloading Station: The oil truck unloading
station shall be reinforced concrete pavement. The 50 feet by 10 feet wide
fuel oil truck unloading station shall have a minimum of 0.09 sq.in./ft. area
of reinforcing steel which shall be used (for crack control) in the concrete.
The concrete shall be 8" thick.
13.14.3 Parking Lot Area: The parking lot for plant office facility
shall be sufficient to park 2 company trucks, code required handicap and 46
cars. The parking area shall have 2-foot wide concrete curb and gutter
enclosing the area with a bituminous concrete surface.
13.14.4 Bituminous Pavement: All main roads in plant area subjected to
truck traffic shall be designed for a minimum of two passes of an AASHTO
HS-20 loading per day. Automobile parking area shall be 2" of bituminous
concrete over 8" thickness of base course material. Base course material
shall conform to State of Texas and county requirements for Highway and Street
Construction.
13.14.5 Not used
13.14.6 Not used
13.14.7 Asphalt Pavement: Pavement shall be asphalt concrete and shall be
designed in accordance with the recommendation of The Asphalt Institute.
13.14.8 Clear graphics should be used for directional and identification
signing. These signs shall be properly located to achieve their purpose
without constituting a hazard to vehicles or pedestrians. Clear, concise
graphic design of all directional and identification signs shall be
incorporated into the facility design, in accordance with applicable local
and state codes.
13.15 Sidewalk and Stoops: Stoops shall be provided at all main entrances to
buildings and sidewalks shall be placed to access all buildings and major
equipment enclosure entrances. Sidewalks shall be minimum 4 feet wide, 5"
thick concrete reinforced with WWF 6 x 6 - W1.4 x W1.4 over 3" thick
base course material. Stoops shall have #4 bars placed 12" on center each
way. Contractor may propose an alternate based on soil engineers' final
report.
13.16 Paved Area for Equipment and Pipe Rack: Reinforced concrete surfaces
shall be provided around exterior HRSG and Gas Turbine and Steam Turbines for
the equipment laydown and work areas. A 5' wide area shall be provided and
the concrete shall be 5" thick with WWF 6 x 6-W1.4 x W1.4 reinforcing over 3"
thick base coarse material. Asphalt surface of full width shall be
constructed under the pipe racks. The concrete reinforcing shall be the same
method of construction as described above for equipment laydown and work
areas.
13.17 Fencing and Gates: Fencing shall conform to Federal Specification
RR-F-191 and shall be 1.8 ounces, galvanized chain-link fabric helically
woven into a two inch diamond mesh using 9-gauge wire (0.148 inches minimum)
on galvanized rails and posts spaced at intervals not to exceed 10 feet. A
security fence shall be provided along the perimeter of the main plant site and
as an enclosure for the switchyard and around the detention pond area.
Fencing shall be 8 feet in total height consisting of 7 feet high chain link
fabric fence plus three strands of barbed wire on 45-degree angle support
arms. Fences at substations shall be 8 feet in total height consisting of 7
feet high chain link fabric fence plus 1 foot of barbed wire.
A motorized gate shall be provided at the main entrance of the plant. All
other gates shall be swing type for vehicle and pedestrian entryways.
At the motorized gate a video camera with 2-way voice shall be provided. The
camera monitoring shall be located in the Control Room.
13.18 Not used
13.19 Oil/Water Separation: The oil/water separator(s) shall be gravity
displacement having a minimum volume of 1,000 gallons, capable of handling a
maximum flow rate of 100 gpm. The oil/water separator shall receive
intermittent gravity flow from fuel oil tank containment area and fuel oil
unloading and pumping area. The oil/water separator shall have an oil
storage capacity equal to about 43 percent of the total vessel volume and an
emergency oil spill capacity equal to 80 percent of the total 1,000-gallon
volume.
The design criteria for the oil/water separator shall be designed in
accordance with Stokes Law and the American Petroleum Institute Manual on
Disposal of Refinery Wastes, Volume on Liquid Wastes as stated in Chapter 5,
Oil Water Separator Process Design and API Bulletin No. 1630 First Edition,
Waste Water Handling and Treatment Manual for Petroleum Marketing Facilities.
13.20 Oil Containment:
13.20.1 Oil Truck Unloading Station: To comply with the United States
Environmental Protection Agency (USEPA) 40 CFR 112 the following shall apply:
13.20.2 (e)(4) Tank Truck Loading/Unloading Rack: A containment area
or catch basin to receive spilled material is required. (The catchment basin
or containment area must be able to hold the entire contents of this
compartment plus 10 percent.)
An interlocked physical barrier, warning signs or warning light system is
required to keep tank trucks from departing before transfer lines are
disconnected.
14.0 STRUCTURAL AND ARCHITECTURAL CRITERIA
14.1 Structural Design Criteria - Codes and Standards
14.1.1 Structural and Miscellaneous Steel:
a) Codes
Design of structural and miscellaneous steel shall be in accordance
with the American Institute of Steel Construction (AISC)
"Specification for Structural Steel Buildings," latest edition.
b) Materials
Structural Steel and Miscellaneous Steel: Materials for structural
steel and miscellaneous steel shall conform to the requirements of the
American Society for Testing and Materials "Standard Specification for
Structural Steel" ASTM A36, and the requirements provided hereinafter,
unless there are Project requirements for higher strength, or other
specific materials.
Steel checkered Plate: Structural steel checkered plate shall be
two-way diagonal raised pattern floor plate conforming to Federal
Specification QQ-F-461, Flat Back, Class 1. Checkered plate for
exterior use shall be galvanized.
Open-Web Steel Joists: Open-web steel joists shall comply with the
Steel Joist Institute "Standard Specification and Load Tables."
Metal Decking: Metal decking shall comply with SDI "Design Manual for
Floor Decks and Roof Decks."
Steel Grating: Structural steel grating shall be welded and galvanized
and shall conform to Federal Specification RR-G-661, type I.
Bearing bars shall be 1-1/4" x 3/16" minimum at 1-3/16" O.C. with
cross bars at 4" O.C. minimum. Grating shall be banded at edges and
openings with bars of the same size as the bearing bars. It is
recommended that one size grating be used throughout the Project.
Grating for exterior use shall be serrated.
Stairs: Minimum tread width shall be uniform for full length of
stairs. Stairs shall be installed at angles to the horizontal between
30 Degrees and 50 Degrees.
Bolts: High strength bolts, nuts, and washers shall conform to ASTM
A325.
Unfinished bolts, including nuts, shall conform to ASTM A307. Bolt
heads and nuts shall be hexagonal. Contractor should can double nut.
Anchor bolts shall conform to ASTM F 1554 Grade 36. Anchor bolt
sleeves shall conform to ASTM A501.
Expansion bolts shall be unfinished bolts in expansion shell anchors,
or wedge bolt anchors. Expansion shell anchors shall conform to
Federal Specification FF-S-325, Group III, Type 1 or Group VIII, Type 1.
Wedge bolt anchors shall conform to Federal Specification FF-S-325,
Group II, Type 4, and Class 1. As an alternate Contractor can use
drilled holes with anchors set in epoxy, if in accordance with
equipment manufacturer requirements.
Anchor bolts shall be used for all structural and building columns,
all major equipment, and all vibrating equipment.
Expansion bolts may be used for stairs, ladders, handrails, platform
posts, and minor equipment. Expansion bolts shall not be used where
the required bolt diameter is larger than 3/4 inch.
Handrail: Steel pipe for handrail shall conform to ASTM A53, Type E
or S, Grade B. Handrails for exterior use shall be galvanized.
Welding: Filler metal for welding shall conform to the requirements
of AWS D1.1.
Galvanizing: Galvanizing, as specified herein, shall conform to the
requirements of ASTM A123 or ASTM A153, as applicable.
14.1.2 Concrete:
a) Codes
Design of structural concrete shall be in accordance with
the American Concrete Institute (ACI) - "Building Code
Requirements for Reinforced Concrete," ACI 318, latest edition.
b) Concrete Classes
Minimum concrete strength classes for the various
structures shall be as follows:
Minimum Ultimate Compressive
Item Strength, fc' (psi) (at 28 Days)
Subgrade leveling slab 2,000
All other construction 3,000
Major equipment/structures 4,000
where required
c) Reinforcing Steel
Reinforcing bars shall be deformed bars conforming to ASTM
A615, Grade 60. Welded wire fabric shall conform to ASTM A185.
d) Cement
Cement shall be Portland cement conforming to ASTM C150,
Type (as required by soil conditions).
e) Aggregates
Aggregates for normal weight concrete shall conform to ASTM C33.
f) Admixtures
Calcium chloride shall not be used as an admixture.
Admixtures shall be free of chlorides.
14.2 Structural Design Criteria - Loading
14.2.1 Dead Loads: Dead loads shall include all vertical loads due to
weight of permanent structural and nonstructural components, including
permanent hung loads.
14.2.2 Live Loads: Live loads shall be in accordance with the ASCE
Standard American Society of Civil Engineers Minimum Design Loads for
Building and other Structures, ANSI/ASCE 7-95, unless local governing code
is more severe.
14.2.3 Wind Loads: Wind loads shall be in accordance with Section 3.0.
14.2.4 Seismic: Seismic loads shall be in accordance with Section 3.0.
14.2.5 Snow Loads: Snow loads shall be in a ccordance with ANSI/ASCE
7-95, unless local conditions and/or local governing code is more severe.
Snow load shall be based on 50-year mean recurrence interval.
14.2.6 Thermal Loads: Buildings and structures shall be designed for
forces and/or movements resulting from a change in temperature. Induced
thermal loads (i.e., thermal loads induced by equipment operating
temperatures) shall be considered in design of applicable structural elements.
14.2.7 Crane Loads: Crane loads shall be in accordance with the
manufacturer's requirements and the CMAA.
14.2.8 Vehicle Loads
a) Truck
Design loading shall be (AASHTO) HS20-44.
b) Other
Floors in buildings accessible to a forklift truck shall be
designed for the fork-lift truck wheel loads.
14.2.9 Special Concentrated Loads:
14.2.10 a) Equipment Laydown
Contractor shall investigate laydown areas for concentrated loading
resulting from equipment laydown during maintenance operations.
Where assigned live load allowance is inadequate, it shall be
increased to meet laydown requirements, or areas of adequate load
capacity must be identified with permanent markings to accept specific
components.
b) Pipe and Equipment Anchor Loads
Supporting structures shall be adequate to resist all pipe and
equipment anchor loading under all design conditions, including
seismic.
14.2.10 Surcharge Loads: Surcharge loading resulting from presence of
adjoining structures shall be fully considered in design of foundation walls.
Surcharge loading resulting from presence of adjoining traffic lane shall be
fully considered in design of foundation walls.
For walls not adjacent to other structures or traffic lanes, a minimum
surcharge load of 300 psf shall be considered in the design of foundation
walls.
14.2.11 Hydrostatic Loads: Where applicable, below grade structures
shall be designed to resist water pressure and uplift.
14.2.12 Temporary Construction Loads: Construction loads shall be
considered in the design of all structures.
14.2.13 Load Combinations: Load combinations shall be in accordance with
the requirements of the UBC.
14.2.14 Resonant Conditions: Resonant frequencies shall be considered in
the design of all-applicable components and structures.
14.3 Structural Design Criteria - Foundations: Type of foundations
required and allowable bearing values for soil and rock shall be as
recommended by the Contractor's geotechnical engineer based on the existing
subsurface conditions.
14.4 Architectural Considerations: The architectural design of the
buildings, sound attenuation, and all associated facilities shall seek to
optimize functional, aesthetic, and economic considerations; and minimize the
visual impact on the surrounding area. Safety and construction
requirements including handicap access to the Administrative/Warehouse Shop
Building, and Control Room Building shall be in accordance with the
requirements of applicable State and local codes.
14.5 Architectural Design Criteria:
14.5.1 Siding
a) Exterior siding shall be a steel wall panel. Insulation
shall be installed between the exterior surface panel and the
interior surface panel. In areas susceptible to damage an
interior liner panel shall be installed to 8' 0" above the
walking surface.
b) Wall panels shall be designed to withstand the specified
wind loading with practical/economical support girt spacing.
c) Exterior face of wall panels shall be finished with the
manufacturer's standard prime coat and a urethane or polyurethane
finish coat.
d) Interior liner panels shall be finished with the manufacturer's
standard coating system.
e) Owner to approve exterior and interior color selection.
14.5.2 Roofing; shall be designed to withstand specified wind loading
including appropriate uplift. Roofing will be sloped metal.
Roofing shall be pitched not less than 1/4 inch per foot and shall drain to a
roof drain system. Local codes and standards shall govern pitch.
14.5.3 Interior Construction Materials:
a) Metal Stud
Except where concrete unit masonry partitions are required, ceiling
high interior partitions shall be of metal stud and gypsum board
construction. Where applicable, metal stud partitions shall be
insulated to reduce sound transmission.
b) Unit Masonry
Hollow load bearing or non-load bearing lightweight
concrete unit masonry or metal stud/gypsum board partitions shall
be provided in the following areas:
Per NFPA 850 and 101 and UBC and including but not limited to:
Stairwells (if required by governing codes)
MCC Room
Control room
Switch Gear room
Battery Room
Toilet/Locker Rooms
Where required for aesthetics or as surfacing over insulation, masonry
partitions shall be faced with gypsum board on furring strips.
C. Metal Partitions
Toilet enclosures and partitions shall be metal, floor supported type
with baked enamel finish.
14.5.4 Floor Finish: Concrete floors shall be sealed. Floors in
personnel areas, including control room, general offices, and halls shall
receive reinforced vinyl composition tile. Toilet, shower, and locker rooms
shall receive unglazed ceramic tile on the floor and full height on the walls
except behind lockers which shall have epoxy, painted gypsum.
14.5.5 Suspended Ceilings: Lay-in, grid type, acoustical ceilings shall
be provided in the control room, general offices, halls, and toilet, shower,
and locker rooms. Acoustical ceilings in toilet, shower, and locker rooms
shall be moisture resistant.
14.5.6 Stairs: Stair construction shall be open riser, grating tread.
Stair risers and treads, and platforms shall have nonslip nosing on treads
and platforms. Railings shall be 1-1/2" inch standard weight steel pipe, and
posts shall be 1-1/2" inch extra strong steel pipe, with welded joints,
ground smooth, and painted.
14.5.7 Windows, Window Walls, Entrance Doors, and Louvers
14.5.7.1 Windows and Window Walls: Window and window wall systems shall be
anodized finished aluminum unitized framing systems with tinted,
heat-treated, factory-fabricated, double pane insulating low "E" glass.
Color of anodizing shall be selected to match the plant color system.
Windows to areas which have possible explosive equipment failures, shall be
wire safety type.
14.5.7.2 Louvers: Louvers shall be drainable, fixed blade, manual or
gravity operating weatherproof type louvers and shall include bird screens
and be finished in a color to match adjacent wall panels.
14.5.7.3 Exterior Doors
a) Personnel Doors
Exterior doors shall be flush panel types with insulated steel doors
in pressed steel frames with weather stripping, weatherproof saddles,
closures, and kick armor plates.
b) Coiling Steel Doors
Coiling steel doors shall be insulated standard type, motor operated,
with manual chain-operated override, hood baffle, weather stripping,
and bottom seal.
14.5.7.4 Interior Doors: With the exception of acoustical, fire rated, and
coiling steel doors, all other interior doors shall be 1-3/4 inch thick,
hollow metal flush panel type in pressed steel frames. Vision panels shall
be provided where appropriate. Interior doors to process areas shall have
windows with wired safety glass.
14.5.8 Furnishings: Lockers in the employee locker rooms shall be single
tier factory finished steel, 12 inches wide by 18 inches deep by 72 inches
high, set on concrete bases. Lockers shall be provided with number tags and
provision for padlocks.
Toilet accessories shall include, but not be limited to, the following: paper
towel dispensers, waste receptacle units, toilet tissue dispensers, toilet
seat liners, soap dispensers, mirrors, sanitary napkin dispensers, and
sanitary napkin disposals.
Owner shall furnish Administrative and office areas.
14.5.9 Painting: In general, all exterior and interior surfaces,
except items furnished in manufacturer's finish or finish coat, shall be
painted, including:
- - All structural steel and miscellaneous steel (except surfaces to be
enclosed by concrete).
- - Surfaces of all ferrous metal.
- - All gypsum board. Gypsum board shall be painted in a semigloss,
acrylic enamel latex coating system.
- - All concrete unit masonry. Concrete unit masonry shall be painted in
an acrylic latex system.
- - All piping. All piping shall be color-coded and have Brady type letter
legends indicating nature of service and direction of flow.
Stainless steel and galvanized steel shall not be painted, except all hand
rails and ladders shall be painted yellow. Per OSHA requirements galvanized
steel areas of this nature shall be properly primed and then painted.
Equipment that is to be insulated shall be primed only.
14.5.9.1 Surface Preparation: The exterior surface of outdoor structural
and miscellaneous steel, and tanks shall be abrasive blasted in accordance
with the Steel Structures Painting Council, SSPC-SP6, Gray Commercial Blast,
or SSPC-SP10, Near White Blast for submerged items.
Tank interiors to be lined shall receive an abrasive blast in accordance with
SSPC-SP5, White Blast, with a 3.0 mils maximum anchor pattern.
The surface of indoor structural and miscellaneous steel and small
miscellaneous field fabrications shall be prepared in accordance with
SSPC-SP3, Power Tool Cleaning.
All masonry surfaces to be coated shall receive a light brush-off blast or acids
etch prior to coating.
Piping shall be field cleaned to a minimum of SSPC-SP3, Power Tool Cleaning.
14.5.9.2 Prime Protective Coating for Steel: All structural and
miscellaneous steel shall be primed within 8 hours after the surface
preparation is completed to a full 2.5 mils. The primer shall be an
inorganic zinc or alkyd primer. Open web joists may be primed with a red
iron oxide primer.
14.5.9.3 Finish Coating: Structural and miscellaneous steel shall be
finish coated using waterbased acrylic coating system.
Before painter's finish work is begun, the surfaces to be painted shall be
carefully inspected to assure that they are in proper condition to receive
the finish coating. Surfaces which are in poor condition, so that a proper
finish cannot be produced, shall receive such special treatment or additional
coats as necessary to produce a smooth durable, satisfactory finish.
14.5.10 Information to Be Submitted: Contractor shall supply the following
items for Owner's information and review:
Item Information to Be Submitted
Unit Masonry Catalog Cut-Sample Color(s)
Preformed Metal Panels Sample-Panel Color(s)
Tile *Sample-Color(s)
Acoustical Ceiling Panels Catalog Cut
Resilient Flooring *Sample-Color(s)
Painting *Sample-Color(s)
Toilet Partition *Sample-Color(s)
Louvers Sample-Color
Lockers *Sample-Color
Toilet Accessories Catalog Cut
Windows *Sample-Frame Color
*Manufacturer's color selection and/or pattern and texture.
14.6 Buildings: The following buildings shall be provided.
14.6.1 Administration Building: The building shall include the
following areas.
3-Offices 14' x 14'
1-Conference room 30' x 40'
1-Office 18' x 18'
5-Offices 12' x 12'
1-Storage room 12' x 12'
1-File, library
& copying room 14' x 25'
1-Lobby 20' x 25'
1-Ladies room as required
1-Mens room as required
1-Mechanical room as required
1-Kitchen/lunch room 15' x 10'
2-Locker/Shower room (male/female) as required (50 lockers and 6
showers for men; 8 lockers and 2 showers for women)
For locker room design, the total personnel count is not simultaneous. Use
50% on day shift for design purposes.
All areas shall be air conditioned except UPS and battery room.
All Administrative/Locker Building Walls shared, common, or adjacent to other
buildings shall be sound attenuated so that internal sound environment is
consistent with normal offices. The gypsum board between offices will be
insulated.
14.6.2 Control Building: All rooms' air conditioned except UPS and battery
room.
1-Control Room 30' x 40'
1-Mens Room As required
1-Ladies Room As required
1-Battery Room As required
1-UPS Room As required
1-Mechanical Room As required
1-Computer/cab Room As required
All Control Building walls shared, common, or adjacent to other buildings
shall be sound attenuated so that internal sound environment is consistent
with normal offices. The gypsum board between offices will be insulated.
14.6.3 Warehouse Shop Building
Storage of Spare Parts and Maintenance Supplies a minimum 60' x 100'
Maintenance Shop 20' x 30' (can be open area adjacent to Machine Shop)
Maintenance Technicians Office - Open area suitable for eight computer
workstations/desks and eight book cases
Electrician/I&C Shop 20' x 30'(Calibration Benches and Storage Cabinets)
Electrician/I&C Technician Office - Open area suitable for six computer
workstations/desks and six book cases
Machine Shop 15' x 25' (suitable for a drill press, bench, small lathe, dust
blaster, and milling machine).
Welding Shop 20' x 30'(suitable for a ventilating system, 6'x 6' Action
Table, welding rod ovens, tig welding machine, welding machine, arc cutter,
and bottle gas storage.
14.6.4 Water Treatment Building: As required to house the
demineralization equipment and systems, and compressed air systems.
15.0 PLUMBING
15.1 General
15.1.1 Plumbing systems shall be designed and installed in accordance
with the applicable requirements, laws, and regulations of the State of Texas
and Lamar County.
15.2 Domestic (Potable) Water System
Provide a suitable domestic water distribution system in the Administration,
Control, and Warehouse Out Shop buildings serve a staff of 50 people and
including the following:
Men's and Women's Restrooms
Shower Rooms
Kitchen/Lunch Room
Battery Room
Water Treatment Building
The distribution system shall be sized in accordance with the fixture unit
method as described in the Uniform Plumbing Code. City or County sizing
procedures shall override the procedures and methods described in the
uniform plumbing code. Potable water shall be provided by the county water
system.
Domestic hot water shall be provided by a gas fired storage type water
heater. Where required, an additional storage tank may be used to meet the
hot water demand. Hot water shall be stored at 120 Degrees Fahrenheit and
delivered to all hot water fixtures by system pressure. In cases where the
hot water piping system is extensive, a hot water circulating pump may be
used. Shower mixing valves shall be pressure balancing.
All supply piping to individual fixtures shall have service stops. End of
main water headers shall have water hammer arrestors or shock chambers.
Supply piping to non-potable services shall have approved backflow
preventors. No plumbing fixture, device or piping shall be installed which
will provide cross connection or inter-connection between supply water piping
and waste piping. Where the possibility of back siphonage exists, provide
suitable vacuum breakers.
All cold water piping shall be insulated in non-conditioned areas to prevent
condensation. Exposed, accessible hot water piping shall be insulated for
safety purposes. All other piping need not be insulated.
15.3 Plumbing Fixtures
Plumbing fixtures shall be as follows:
Lavatories Wall hung vitreous china
Water Closets Wall or floor outlet, vitreous china,
siphon jet with flush valve
Urinals Wall hung vitreous china, siphon jet
with flush valve
Kitchen Sink Counter type stainless steel
Janitors' Sink Wall mounted enameled cast iron
Laboratory Sinks Wall or counter mounted stainless steel
Provide emergency eyewash/showers in battery room, maintenance shop, water
treatment building and as required by OSHA.
15.3.1 Drainage Systems: Sanitary drainage, roof (storm) drainage, and
floor and equipment drainage systems shall be provided, as required, to
service all plant buildings. All systems shall be gravity drainage systems
with all pipe uniformly sloped in the direction of flow. Minimum slopes for
all drainage systems shall conform to code requirements.
All plumbing fixtures and washing facilities shall be drained to the sanitary
system. Floor drains in toilets, washrooms, and showers shall also be
drained to the sanitary system. All such drains shall be routed
independently from all other drainage systems to the existing sewage line on
the site.
All plumbing fixtures and sanitary drainage related floor drains should be
trapped and vented to the outside.
Roof (storm) drainage systems shall be designed for the maximum rate of
rainfall (inches/hour) for a 15-minute duration with a 50-year return period.
All roof drains shall be provided with dome strainers, integral expansion
joints, flashing collars and underdeck clamps. All horizontal roof
drainage piping shall be insulated and jacketed to prevent sweating for those
areas with pipes above finished ceilings.
Non-sanitary floor and equipment drains shall be connected to a common
drainage system. Drainage from areas wherein chemicals can enter the
drainage system shall be routed to a chemical waste sump for pumping to the
neutralization tank. Drainage from areas containing oil shall be processed
through oil separators.
Equipment drains shall be provided for all equipment with continuous drips or
subject to frequent flushing.
Where oil interceptors or separators are provided in floor drain lines, they
shall be sized for the maximum anticipated normal flow. Normally closed bypass
lines shall be provided around all interceptors or separators to provide for
flow from fire protection systems water discharge.
Any section or drainage system which cannot be drained by gravity to its
disposal facilities, shall be provided with pumps. Pumps for the sanitary
drainage system shall be duplex, sewage ejectors of the non-clog submersible
or vertical submerged type. Pumps for the roof and floor and equipment
drain systems shall be duplex sump pumps of the vertical submerged or
submersible type.
16.0 FIRE PROTECTION
16.1 General
16.1.1 The Fire Protection System shall provide the plant with a system
designed to be adequate for detection, warning and means for controlling and
extinguishing fires. It shall consist of a water loop servicing a yard
hydrant system and sprinkler, deluge, dry-pipe, and standpipe systems within
the various plant structures and facilities. The water systems shall be
supplemented by portable extinguishers, "clean agent" or CO2 gaseous systems.
They will be provided where required, in lieu of water systems.
The Fire Protection system shall be designed with sufficient capacity for any
single design basis fire. The design basis firewater demand shall be the
maximum demand of any fixed (sprinkler, deluge, dry-pipe) system supplemented
by 500 gpm from adjacent hydrants.
The system shall be designed in accordance with the requirements of the local
Fire Prevention and Building Codes, the authority having jurisdiction, and
the applicable NFPA codes and standards, in particular, NFPA 850. The system
shall be reviewed and approved by the insurance underwriter.
16.2 Distribution System
16.2.1 The distribution system of the Fire Protection System shall be
independent of all other water systems servicing the plant. It shall
consist of a main fire loop encompassing the main plant structures; from
which branch lines shall be independent and isolatable, and shall be run to
all facilities, areas, equipment components and buildings serviced. The
design of the loop and branch connection shall conform to the following
requirements:
Each fire pump shall have an independent discharge connection to the loop.
(Jockey pump may share connection with either fire pump.)
Sufficient visible post indicating valves shall be provided in the yard loop
at each branch take-off, and sectionalizing valves shall be provided in all
exposed piping to permit isolation of any section of pipe while retaining
the primary water supply to facility services. In general, adequate valving
shall be provided to maintain at least one source of fire protection water
(either manual or automatic) for each building or area. Post indicator
valves shall be located at least forty (40) feet from the building or
structure where possible.
16.3 Automatic (Fixed) Systems
16.3.1 Automatic sprinkler systems shall be installed in buildings, as
required by NFPA 850, the insurance underwriter local codes and as may be
required by the authority having jurisdiction. An automatic clean agent
suppression system shall be provided for the DCS equipment and the Control
Room. Sprinkler systems shall be sized and designed in accordance with NFPA
13. Halon systems shall not be allowed.
In addition to the general sprinkler system coverage required above, wet pipe
sprinkler, deluge, dry pipe or combined dry pipe and Pre-Action Systems
designed in accordance with NFPA Standards Nos. 13 and 15 shall be provided
for the following areas:
1. Transformers: NFPA 850 & 15.
a) Four (4) - CTG, Step-Up Transformers
b) Two (2) - CTG, Auxiliary Supply Transformers
c) Two (2) - STG, Step-Up Transformer
2. Steam Turbine Lube Oil Equipment and Piping: NFPA 850 & 13.
3. Steam Turbine Generator Bearings: NFPA 850 & 15. (Manual system)
4. Not used
5. Fire Pump Building or Room: NFPA 850, 20 & 13.
6. Administration Building: NFPA 13.
7. Not used
8. Administration Building; NFPA 13.
9. Warehouse Building; NFPA 13.
Automatic gas systems shall be provided to protect the following
areas:
1. DCS Equipment Room; NFPA 2001. System to be approved by Owner and
Insurance Underwriter.
2. Combustion Turbine Generators: NFPA 12.
The gas turbines will be provided with a fully self-contained Fire Protection
System, with CO2 alarm and release mechanisms. Fixed temperature detectors
shall be provided in all of the gas turbine equipment compartments.
Cross-zoned detectors signal shall actuate the high pressure bottled carbon
dioxide system automatically. The gas turbine Fire Protection System shall meet
the requirements of the National Fire Protection Association (NFPA) #12 for
achieving a non-combustible atmosphere in less than 1 minute. The Gas
Turbine Fire Protection System will also comply with the appropriate
provisions of all other codes, standards, laws and regulations that are
applicable to the gas turbine installation.
16.4 Manual Suppression Systems
16.4.1.1 Class III hose systems in conformance with NFPA 14 shall be
provided as required by the building code.
Fire hydrants shall be provided off the main plant fire loop to provide
outside fire protection in accordance with NFPA 24. Hydrants shall be
located at not exceeding 300-foot intervals around the main plant structures
preferably near building entrances. All major buildings and structures shall
be within a 300' hose lay from at least one (1) hydrant. Hose houses shall
be provided at alternate fire hydrants. Provide hydrant mounted monitors
near the following critical areas:
1. Cooling Towers.
2. Switch Yard.
3. Fuel Oil Storage Tank.
4. Diesel Engine Generators.
Water monitors shall be provided to protect the fuel oil storage tank by the
criteria set forth in NFPA 24. Portable hand extinguishers in accordance
with NFPA 10, "Standards for the Installation of Portable Fire Extinguishers"
shall be provided at strategic locations throughout the various buildings to
provide protection against small, limited size local fire hazards.
Extinguishers shall be multi-purpose dry chemical (2A-20B:C minimum size).
Areas housing electrical equipment shall be provided with Carbon Dioxide
extinguishers (20 lbs., 10-B:C minimum rating).
16.5 Fire Protection and Alarm Systems
16.5.1 Automatic and manual fire detection and alarm systems shall be
provided as required that authority having jurisdiction, local codes, NFPA
and the requirements listed below. Automatic fire detection systems shall be
installed in all plant areas not provided with automatic suppression systems.
Manual alarm boxes shall be located in all plant areas.
Each deluge system, dry pipe system, preaction system, Gaseous System, and
other automatic suppression system requiring actuation via an automatic
detection system shall be provided with a local control panel. Where
possible due to proximity of systems, one local panel may serve more than one
suppression system. Each local panel shall provide "Fire" (detection system),
"System Actuated," and "Trouble" alarms back to the main control room for
fire panel. All automatic suppression system isolation valves, post indicting
valves, alarm bells, manual actuation controls, pressure switches, etc.,
shall be electrically supervised.
All automatic detection system components shall be electrically supervised.
The plants overall Fire Protection/Detection system shall be of the
Intelligent/Addressable type.
16.6 Controls
16.6.1 A fire protection control panel shall be provided in the Control
Room from which the operator can monitor all systems. It shall show the
condition of all fire detection circuits, pump readiness and operating
parameters. Sprinkler systems, water suppression system operation and
readiness have manual switches for overrides and manual actuation of pumps
(Remote fire pump Start/Stop Panel may be an additional panel, located
adjacent to the main Fire Alarm Control Panel, in the Operator Control Room.)
All detection and tripping circuits shall be electrically supervised for
continuity. Discontinuities shall be indicated by a "trouble" indicator and
alarm at the respective control station and also in the Control Room.
Fire detectors shall be designed and located in accordance with NFPA 72.
Fire protection system devices and controls shall be in accordance with NFPA
72E Fire Detection System and components shall be FM approved and UL listed.
16.7 Materials
16.7.1 All materials and equipment shall be UL listed or FM approved for
fire protection services whenever such listing or approval is available.
The buried yard fire protection loop piping shall be ductile iron, cement
lined with an FM approved restraint system with NFPA 24. Piping shall have a
coal tar coating and polyethylene wrap.
UL listed or FM approved, PVC piping can be substituted where allowed by the
Owner and Insurance Underwriter. All building laterals entrances and supplies
(laterals) to yard equipment and control valves, shall be schedule 40, carbon
steel, coated, wrapped and cathodically protected. A sufficient amount of
carbon steel pipe shall be used to adequately support the control valve and
fire protection valve, with trim but in no case be less than 5 feet beyond the
building or equipment foundation.
Supply piping, fittings and connections for hose standpipes, sprinkler
and deluge spray systems shall be in conformance with NFPA 13, 14, and 15.
Wet sprinkler systems and standpipes shall be schedule 40 black steel with
screwed or grooved mechanical joints. Dry pipe and deluge systems shall be
schedule 40 galvanized steel with screwed or grooved mechanical joints.
17.0 HEATING, VENTILATING, AND AIR CONDITIONING
17.1 General
The HVAC System shall be designed and installed to provide an environment
within the buildings suitable for personnel and/or equipment operations. The
HVAC system shall maintain the levels of temperature, humidity, air quality, \
air pressurization, air removal and air make-up as described below.
17.2 Compliance
The system shall be designed and installed in accordance with local and State
of Texas Codes. The equipment shall comply with NFPA-90A - "Installation of
Air Conditioning and Ventilation Systems." Ductwork systems shall comply
with SMACNA - "HVAC System Duct Design".
17.3 Outside Design Temperatures
Outside summer 11 Degrees Fahrenheit DB/75 Degrees FWB
Outside winter 0 Degrees Fahrenheit DB
Air Cooled Equipment Selection 110 Degrees Fahrenheit DB
17.4 Interior Design Temperatures
SUMMER WINTER
Conference Room 78 Degrees Fahrenheit 70 Degrees Fahrenheit DB
DB/50% RH
Offices, Lobby, Corridors 78 Degrees Fahrenheit 70 Degrees Fahrenheit DB
DB/50% RH
Files, Library, Copying 78 Degrees Fahrenheit
DB/50% RH 70 Degrees Fahrenheit DB
Control Room 75 Degrees Fahrenheit
DB/50% RH 70 Degrees Fahrenheit DB
Elec. Cab/UPS/Battery 72 Degrees Fahrenheit
DB/50% RH 72 Degrees Fahrenheit DB
Kitchen/Lunch Room 78 Degrees Fahrenheit
DB/50% RH 70 Degrees Fahrenheit DB
Lab Test Room 78 Degrees Fahrenheit
DB/50% RH 70 Degrees Fahrenheit DB
Locker Room 80 Degrees Fahrenheit
DB/60% RH 80 Degrees Fahrenheit DB
Rest Rooms 78 Degrees Fahrenheit
DB/50% RH 70 Degrees Fahrenheit DB
UPS Room 72 Degrees Fahrenheit
DB/50% RH 72 Degrees Fahrenheit DB
Mechanical Rooms 100 Degrees Fahrenheit
DB 60 Degrees Fahrenheit DB
Battery Room 100 Degrees Fahrenheit
DB 60 Degrees Fahrenheit DB
Shower Room 80 Degrees Fahrenheit
DB 80 Degrees Fahrenheit DB
Storage Room 78 Degrees Fahrenheit
DB/50% 70 Degrees Fahrenheit DB
MCC Room 100 Degrees Fahrenheit
DB 60 Degrees Fahrenheit
Electrical Switchgear 81 Degrees Fahrenheit
DB 60 Degrees Fahrenheit
Water Treatment Room/Area 78 Degrees Fahrenheit
DB/50% 70 Degrees Fahrenheit
17.5 Air Pressurization
The following values are minimum acceptable. Positive pressure shall be
maintained by the use of outdoor air and shall consist of supplying 20% in
excess of return or exhaust CFM. Negative pressure shall consist of
returning or exhausting 10% in excess of supply CFM. P = Positive;
N = Negative; E = Equal; V = Varies with Equipment.
17.6 Areas
To Adjacent Area Air Change/Hr. Exhausted
Conference Room E 12 No
Offices, Lobby E 10 No
Files, Library, Copy E 10 No
Control Room P V No
Elec. Cab/UPS/Battery Room(s) P 10 Yes
Kitchen/Lunch Room E 12 No
Lab Test Room E 10 No
Locker Room N 10 Optional
Restroom N 10 Yes
UPS Room P V No
Mechanical Room E 30 Optional
Battery Room N 10 Yes
Shower Room N 10 Optional
MCC Room E 20 Optional
Electrical Switchgear Building E 20 Optional
Water Treatment Room/Area E 10 Yes
17.7 Administration/Warehouse Building
The Administration area shall be cooled and heated by a package type air
conditioning unit located outdoors. The unit shall be equipped with an
integral electric heater. The unit's air outlet shall be connected to an air
distribution duct system. Disposable type filters shall provide air
filtration with an average efficiency of 25-30% based on ASHRAE 52-76.
The Warehouse area shall be ventilated by means of multiple roof exhaust fans
designed to maintain the necessary air changes during the summer. Make-up
air louvers shall be wall mounted with drainable blades. Gas fired unit
heaters or electric resistance hearters shall be provided for space heating
during the winter. Offices in the Warehouse area shall be cooled and heated
by packaged through wall units or residential type DX split systems.
17.8 Control Room/Electrical Room/Water Treatment Building
The Control Room shall be cooled and heated by two (2) 50 percent capacity
package type air conditioning units located outdoors. Each unit shall be
equipped with an internal electric heater. The two unit's air outlet shall
be connected to a common air distribution duct system. Each unit shall be
provided with a motorized isolation damper so that in case one unit fails, it
can be isolated from the other unit. Disposable type filters shall provide
air filtration with an average efficiency of 80-95 percent based on ASHRAE
52-76.
The Electrical Room shall be cooled and heated by a package type air
conditioning unit located outdoors. The unit shall be equipped with an
integral electric heater. The unit's air outlet shall be connected to an air
distribution duct system. Disposable type filters shall provide air
filtration with an average efficiency of 25-30% based on ASHRAE 52-76.
The Water Treatment are shall be ventilated by means of multiple roof
mounted exhaust fans designed to maintain the necessary air changes during
the summer. Make-up air louvers shall be wall mounted with drainable blades.
Gas fired unit heaters shall be provided for space heating during the winter.
17.9 Switchgear Buildings
Each Switchgear Building shall be provided with two (2) 60% capacity, wall
mounted, package type air conditioning units. Disposable type filters shall
provide air filtration with an average efficiency of 25-30% based on ASHRAE
52-76. Each unit shall be equipped with an integral electric heater designed
to maintain the required space temperature during winter.
17.10 Chemical Feed and Sample Panel Enclosures
Multiple roof exhaust fans shall be provided to ventilate the Chemical Feed
and Sample Panel Enclosures. Electric unit heaters shall be provided for
space heating.
17.11 Miscellaneous HVAC Systems
Provide all louvers and exhaust fans with backdraft dampers. Comply
with NFPA guidelines for the design and installation of smoke and/or fire
dampers. All supply and return ducts located outside of the conditioned
space or handling outside air shall be externally insulated. Internal
insulation shall be used only where required for sound attenuation or to
prevent insulation damage.
18.0 MECHANICAL EQUIPMENT, PIPING, VALVES, INSULATION AND VESSELS
18.1 General: This section applies to all mechanical systems being
designed by the Contractor and are additions to the design requirements of
the applicable codes, standards and regulations. Packaged mechanical
subsystems may employ vendor's standard hardware and design criteria, however
they must still satisfy the requirements of the applicable codes, standards,
and regulations.
All mechanical systems will be designed with appropriate design margins for
the capability and reliability of the plant.
18.2 Piping: Piping shall be sized and designed in accordance with the
applicable codes and standards of Section 2. Piping design will
incorporate sizing and configurations which result in normal flows, pressures
and velocities consistent with normal industry practices, and shall include
vents and drains as appropriate.
18.3 Testing and Inspection: All piping and equipment shall be pressure and
performance tested in accordance with the requirements of the applicable
codes and standards.
18.4 Valves and In-Line Equipment: All valves and in-line equipment will
be located with emphasis on accessibility for operation and maintenance.
Control valves will be installed with manual valved by-pass and double block
and bleed lines except where system redundancy or equipment or personnel
safety would dictate otherwise.
All steam line low points where condensate can collect will be provided with
drains which have restricting orifices or steam traps with startup and
blowdown drains. Steam lines that are fitted with restricting devices, such
as orifices in the process runs will be provided with adequate drainage
upstream of the device to ensure the water does not collect in the line.
All gate and globe valves 2" and larger shall be of the outside screw and
yoke design.
Neither Valrek nor Newco valves shall be used in the plant.
18.5 Pumps: Each pump will be type (rotary, centrifugal, piston, etc.)
appropriate for the specific application in the Facility. Each pump will be
specified for continuous or intermittent service in the design conditions of
its specific application.
Systems with large pump and variable flow requirements will have a
recirculation line for pump protection. The recirculation line will normally
be routed to the source from which the pump is taking suction. For all large
pumps excluding circulating water pumps, minimum flow protection will be
provided by a recirculation system meeting the pump manufacturer's
requirements.
Contractor shall attempt to minimize the number of pump manufacturers
providing equipment for the project.
18.6 Insulation and Freeze Protection: Thermal insulation will be
installed on equipment, piping, and ductwork where required for the following
reasons:
Note: Standoff mesh is an acceptable material for personal protection on
large surfaces.
1. To reduce heat loss
2. To provide personnel protection from hot surfaces
3. To prevent freezing of exposed water lines under the
minimum temperature of design condition Section 3.
Personnel protection insulation on piping and equipment will be designed to
limit outside lagging surface temperature to a maximum of 140 degrees
Fahrenheit at 70 degrees Fahrenheit ambient and wind speed of 10 miles per
hour. Insulation materials will be mineral fiber or calcium silicates, with
aluminum jacketing. Fiberglass insulation may be used on low-temperature
(less than 650 Degrees Fahrenheit) applications. Antisweat insulation
will be furnished with a moisture-proof barrier. Insulation exposed to
outside weather conditions will be weatherproofed. Heat tracing will be
provided where necessary on exposed piping to prevent freezing.
18.7 Tanks and Pressure Vessels: All Facility tanks and pressure vessels
will have sufficient storage capacity to meet the requirements of the
particular system application.
Tanks and pressure vessels shall be fabricated from materials suited to the
particular service. A corrosion allowance shall be incorporated into the
Design such that the tanks will have a design life of 35 years.
Tanks will be provided with overflow connections and piping where required.
Overflow connections and piping will be one pipe size larger than the largest
input line or combination of input lines than can discharge into the tank
simultaneously.
Maintenance drain connections and piping will be provided of an adequate size
to allow drainage of the tank in a reasonable time period.
Manholes on tanks and pressure vessels, where provided, will be a minimum of
18 inches in diameter. Exterior access ladders and cleanout doors will be
provided on large tanks.
18.8 Gantry Cranes: Contractor shall design, furnish, and install two
station cranes and appurtenances.
One shall service each steam turbine area. Both shall be sized to lift the
largest item of equipment expected to require maintenance. At a minimum,
the cranes shall be capable of lifting the heaviest piece which may be the
respective generator rotors.
18.9 Compressed Air System: The Compressed Air System will supply dry,
oil-free air of instrument quality. The system will consist of two (2) 100
percent capacity compressors which are air-cooled and two (2) separate
redundant air dryer units of 100 percent capacity. The system shall also
contain two (2) air receivers, piping, valving, instrumentation and controls
required for remote operation of the system. The Compressed Air System will
be common to both Power Blocks.
The system will be capable of maintaining 125 psig on all of its delivery
points while delivering clean, dry instrument quality air of the maximum
system usage at the design basis mode of operations as defined in Section 21.
Air receivers will be sized for a 30-second period to drop from 115 psig to
70 psig and to allow for an orderly shut down of the plant in the event of
failure of the Air Compressor System.
Provide service bib stations in all equipment building areas so that all
areas can be reached with a 50' hose.
18.10 Painting: Contractor shall paint All mechanical equipment and piping
in accordance with the requirements specified in Section 14.0.
18.11 Desuperheaters: Contractor shall engineer, design, furnish and install
desuperheaters for the high pressure steam turbine bypass as needed.
Desuperheaters shall be complete with pipe and thermal sleeves of ferritic
material of sufficient length to prevent droplets of water from coming in
contact with hot wall of pipe.
18.12 Steam Blowout Cleaning: Contractor shall furnish, as part of his
work, all engineering, design, labor, and materials required to chemical
clean and steam blowout the main steam system using cleaning methods similar
to the Dowell Slumberger "Silentsteam" process.
Contractor shall also design all piping and hangers and furnish all material
and labor necessary to blowdown the turbine steam seal piping.
Contractor shall be responsible for all required coordination to successfully
perform the blowout cleaning.
The blowout valve shall be quick opening type and shall go from full closed
position to full open position in less than 30 seconds.
The installation and procedures for steam blowing shall be in accordance with
the latest revision of the heat recovery boiler manufacturer's
recommendations and the steam turbine manufacturer's recommendations.
Pressure testing of the pipe shall be performed before the lines are blown
out unless otherwise directed by the Owner.
Contractor shall furnish a silencer to attenuate the sound during steam
blowing. Silencer shall be manufactured by Fluid Kinetics or equal. The
design of the silencer shall meet the sound requirements specified in Section
20 of this Specification. Time between blows will be commensurate with the
time required to develop sufficient drum pressure for subsequent flows.
Degree cleanliness of the pipeline shall be determined using carbon steel bar
targets placed within the temporary piping. The Owner reserves the right to
approve the degree of cleanliness (based on the target condition) before
blowing is discontinued and the line is considered clean. Contractor will be
allowed to request Owner approval for an alternate to steam blowing which may
consist of chemical cleaning followed by air blowing, which shall not be
unreasonably withheld.
18.13 Temporary Strainers: In addition to the temporary strainers furnished
for the main steam stop valves for the steam turbine, the Contractor shall
furnish temporary strainers for all pump suctions and at all water treatment
systems.
18.14 Safety Showers and Eyewash Stations: Safety Showers and Eyewash
Stations shall be installed in all chemical handling areas and battery
rooms and shall be accessible without climbing obstructions. The quantity
and location of these stations will be finalized after layout of the Facility
has been finalized.
18.15 Continuous Emissions Monitoring and Data Acquisition System: The
Emissions Monitoring System shall consist of in-stack or extractive monitors
for opacity, NOx, CO and excess O2. These monitors shall be interconnected
to Data Acquisition System in the Main Control Room and shall receive inputs
from the DCS as necessary. Note: SO2V and CO2 will be determined by fuel
analysis.
18.16 Natural Gas Piping: Contractor shall use stainless steel pipe
downstream of the filter.
18.17 Water Systems: All water systems will be flushed and cleaned.
19.0 TESTING AND PLANT ACCEPTANCE
19.1 General: The Contractor shall provide the Owner a complete Integrated
System Activation, Operations and Training Program. The program will include
all documents specified herein, implementation of procedures on-site coupled
with the necessary coordination of all system activation, initial training and
follow-up as necessary, turn-over packages by system to include all field QC
documents, hydrotests, alignment, calibrations documentation, calibrations
documentation, etc.
The program will be integrated and audited by the Contractor so that all
documents and procedures are compatible with each other and with facilities
system designations.
All documents will be prepared in a manner that is suitable for use in the
facility, by operating and maintenance personnel.
Documents shall be suitable for training personnel as well as plant operation
and maintenance guides.
19.2 Program Approach: The program will be developed in two phases. The
first phase will consist of the development of system start-up and
operational procedures. The second phase shall consist of providing all
necessary labor, coordination and direction of the on-site system testing and
initial integrated start-up of the facility. This includes the
implementation of all necessary startup procedures and other documentation
required to assure all systems have been properly placed into service.
Documents will be developed on a system basis in the same order as the
systems are scheduled for completion.
As documents are developed on a system basis, they will be transmitted for
Owner review and comment. Upon completion of this review cycle the documents
will be implemented on-site.
Training to be provided will consist of both on-the-job and classroom
discussions to available Owner facility personnel in the proper use and
understanding of all documents produced. The training program will be
conducted on-site and a schedule for such shall be submitted to the Owner at
least 180 days before activities are scheduled to begin.
19.3 Document Content: The Start-Up Program will include the following
documents to assist facility personnel in routine and non-routine operations
and preventive maintenance. All documents will be prepared in draft form and
submitted to the Owner for approval prior to submittal in final form.
Introduction - This document shall include a brief introductory section which
describes overall document structure and relationships between document
contents.
System Test Procedures - System test procedures will exist for all systems.
These procedures will be generic for the type of test and conformed prior to
being implemented on-site. As a minimum, system test data sheets will exist
for:
- - Motor Run-in and Rotation Check
- - Electrical Control Loop
- - MOV
- - Flow Balancing
- - Driven Equipment Run-In
- - Hanger Position/Alignment
- - Air/Solenoid Valves
- - Instrument Loop
- - Mechanical Equipment Alignment including Pipe Stress Checks
- - Instrument Setpoint Verification
- - Pipe Flush and Hydrotest
- - Diesel engine full load run tests
These procedures will identify step-by-step the actions to be taken for
verifying that systems operate in accordance with the design intent and that
all protection, control, indication and alarm functions are operational.
Each step upon its successful completion will require a sign-off of both the
Contractor's test engineer and Owner's representative.
System Operating Instructions - Detailed instructions showing how each
system is started up, normally operated and shutdown. The document must be
in a format to promote precise actions and verifications of actions for all
modes of system operation, including alarm and emergency modes.
Also to be included are:
Location of action to be taken (i.e., local or panel mounted).
Action verification output device and associated expected values
(i.e., pressure indication - 45 psi, red light, etc.).
Spare Parts - A consolidated listing of spare parts will be produced from the
various manufacturers' Instruction Manuals (or from the supplier if not in
the manuals).
Vendor Operation and Maintenance Manuals - A compilation of all Operation and
Maintenance Manuals produced by the vendor for all equipment and systems
purchased by the Contractor.
The Contractor will provide a system reference list of all material, drawings
and vendor manuals incorporated for the development of the above documents.
These reference lists will be incorporated into the introduction.
19.4 Deliverable Documents: The Owner requires the following documents for
the Systems identified:
Construction Test Procedures/Data Sheets
System Test Procedures
System Operating Instructions which include P& IDs, instrument drawings
and electrical one-lines.
Spare Parts List
Vendor Operation and Maintenance Manuals Shop Drawings
Final Plans with drawings on Auto Cad along with Auto Cad disk(s).
The Contractor shall provide the Owner with one unbound reproducible quality
copy and the following number of bound copies of each document:
Document No. of Copies
Construction Test Procedures 10
Test Procedures 20
System Operating Instructions 50
Spare Parts List 4
Vendor Operation & Maintenance 6
Manuals
Shop Drawings 1
Final Plans 5
The Contractor shall use hard cover post binders to allow for each document
updates. The Owner will supply a logo for the document cover sheet.
The Owner shall have the right to request additional copies prior to
reproduction at the unit cost of additional copies to be mutually agreed upon.
19.5 Minimum Performance Tests:
Prior to achieving Commercial Operations each Phase must be tested in
accordance with the following tests:
- - Capability Verification Test
- - TU Capacity Test
- - TU Minimum Stable Load Test
19.5.1 Capability Verification - Test
19.5.1.1 General: This test will be performed to verify the level of
performance of each Phase for the purposes of achieving Commercial Operation.
This test will determine the Net Power Output of the Phase and concurrently
determine the Net Heat Rate of the Phase for the purposes of achieving
Commercial Operation.
19.5.1.2 Acceptance Criteria: The Minimum Performance Levels for Net Power
Output and Net Heat Rate each corrected to Guarantee Design Conditions
(Section 3) shall be met for successful completion of this test.
19.5.1.3 Data: For this test, data may be taken using calibrated installed
plant instrumentation including Utility's electrical revenue meters.
19.5.1.4 Emissions: During the Capability Verification Test, the emissions
levels must in accordance with the limits of the Applicable Permits. The
CEM's shall be calibrated and operating in its normal operating mode. If the
Applicable Permits contain waivers or variances specifically for operation at
higher allowable emission levels during start-up and testing, then Contractor
must provide, in writing to the Owner, assurances that after reasonable
future adjustments. The Phase will operate in accordance with the long term
Permit requirements and still meet the Minimum Performance Levels.
19.5.1.5 Duct Firing: Duct firing may be utilized if necessary in verifying
compliance with Minimum Performance Levels.
19.5.1.6 Auxiliary Loads: Appropriate auxiliary loads must be fed from the
electrical buses associated with the Phase being tested.
19.5.2 Utility Capacity Test:
Prior to Commercial Operation a Capacity Test as specified by Utility in
Appendix K must be performed. This test must be of 24-hour duration and meet
Utility's testing requirements.
The TU Capacity Test may be performed concurrently with the Capability
Verification Test. A capacity test report for this test must be prepared for
transmittal to Utility and submitted to Owner.
19.5.3 Utility Minimum Stable Load Test:
Prior to Commercial Operation a Minimum Stable Load Test (as defined by
Utility) must be performed in accordance with Utility test requirements and
ERCOT Guidelines.
19.6 Guaranteed Performance Tests:
The following tests shall be performed prior to Final Acceptance to
demonstrate compliance with the Plant Performance Guarantees stated in
Article XI:
- - Net Capacity Heat Rate Test
- - 200 Hour Reliability Test
- - Emissions Test
- - Noise Test
19.6.1 Net Capacity and Heat Rate Test
19.6.1.1 General: This test shall be performed to determine compliance of
the Plant with the Plant Power Net Output Guarantee and the Plant Net Heat
Rate Guarantee. This test shall be performed on each Phase separately and
the results combined appropriately in accordance with Article XI.
19.6.1.2 Acceptance Criteria: The Guarantees are provided in Article XI
19.6.1.3 Data: Data for this test shall be taken using calibrated permanent
plant instrumentation and special calibrated test instrumentation as
specified in the approved test procedure.
19.6.1.4 Emissions: During this test Plant air emissions must be in
compliance with the long term operating mode provisions of the Air Permit
with no waivers or variances for construction, startup, or testing in force.
The plant Continuous Emission Monitoring System shall have been calibrated
and operate in its normal operating mode throughout this test. This testing
may be performed prior to completion of the emissions stack testing. If,
however, during or following the stack test or final CEM's certification
becomes necessary to make adjustments to the plant to bring emissions into
compliance, then this Net Capacity and Heat Rate Test shall be reperformed as
necessary to determine Net Power Output, Net Heat Rate and Fuel Consumption
for each Phase.
19.6.1.5 Duct Firing: Duct firing may be utilized during this test.
19.6.1.6 Methodology:
The test shall be performed on each Phase separately. It shall be performed
after Commercial Operation has been achieved for that Phase with the
exception that the Contractor may elect to perform this test concurrently
with the Capability Verification Test for each Phase.
Auxiliary loads shall be carefully identified and assigned to be fed from the
electrical buses associated with the appropriate Phase. Care must be taken
to ensure that all loads are assigned but are not double counted.
The Net Power Output measured during the testing of each Phase shall be
corrected to Guarantee Design Conditions. The Net Power Output determined
for each of the two Phases shall be added together to determine the Plant Net
Power Output.
The Fuel Consumption during each Phase testing shall be determined. The
Corrected Fuel Consumption for each Phase as corrected to Guarantee Design
Conditions shall then be added together and used to calculate the overall
Plant Net Heat Rate.
The test procedure shall specify the test methodology, instrumentation, data
taking frequency, use of evaporative coolers, determination of ambient
conditions, blowdown isolation, auxiliary loads, fuel sampling, correction
factors, data reduction techniques, and calculational methodology to be used.
Transient excursions shall not be a basis for rejection of the Net Electrical
Output Net Heat Rate Test unless, TNRCC determines that the plant is not in
compliance with the Air Permit.
19.6.2 Two Hundred (200) Hour Reliability Test
Contractor that during the period of two hundred (200) consecutive hours, the
Plant shall produce not less than 180,000 MWH while being operated in its
normal manner and mode, and in accordance with Prudent Utility Practices, and
in compliance with the long term provisions of the Air Permit.
19.6.3 Emissions (Stack) Testing
Contractor shall perform the stack emission testing for the Plant using a
certified subcontractor and approved protocol. The emissions shall not
exceed the requirements of the applicable Air Permit.
Any emissions test protocol shall be submitted for review prior to the test.
The emissions test shall be performed on each gas turbine within 60 days
after achieving Commercial Operations for the power block (Phase), but in no
case no later than 180 days after first firing of the subject gas turbine.
See Appendix I for emissions levels provided with the Air Permit Application
which may be used as estimates. The final Air Permit shall supersede all
previous numbers.
19.6.4 Noise Test
Compliance with the Noise Abatement Guarantee of Article 11.04 (d) of the
Agreement shall be determined in accordance utilizing a qualified acoustic
subcontractor to perform the appropriate tests in accordance with applicable
regulations and permits and standard industry practice.
19.6.5 Test Procedures: The Contractor will be required to provide to the
Owner, Facilities Engineer, Utility (with regard to the TU Capacity Test) and
Financing Parties, for review and acceptance, a detailed procedures for the
Minimum Performance Tests and all Guaranteed Performance Tests (Test
Procedures) which will include but not be limited to: (a) description of the
test procedures, (b) list of all data to be collected, (c) instrumentation and
location for taking all data points, (d) correction curves, (e) instrument
and test accuracy's, and (f) sample calculations. The draft Test Procedures
shall be submitted for review at least 120 days before the expected test
date. Testing shall not start until the Owner, Facilities Engineer and
Financing Parties have accepted the Test Procedures and agreed to the sample
calculation. Owner shall provide comments within ten (10) working days. If
no comments are received within the ten (10) day period, approval by Owner
shall be presumed.
The TU Capacity Test shall not start until Owner and the Utility has accepted
these Test Procedures for such test. Comments by the Owner and the Utility
shall be provided for the TU Capacity Test within 30 days. If no comments
are received within the 30-day approval period, approval of the TU Capacity
Test by the Owner and Utility shall be presumed.
20.0 ENVIRONMENTAL
20.1 General: The Contractor will provide full documentation of all
environmental systems descriptions and guaranteed performance
characteristics. This documentation will be provided as a separate package
and will include, for all environmental systems as applicable, system and
hardware descriptions, flowsheets, operating and maintenance procedures,
vendors' literature, complete spare parts lists (provided) and
recommendations for spares to purchase and stock, and all other information
required to understand and efficiently operate and maintain each of the
environmental control equipment and systems. These systems may include, but
are not necessarily limited to the following:
- - Stack
- - Water discharges, including cooling system blowdown, waste heat boiler
blowdown, water treatment system discharges, etc.
- - Noise control systems
20.2 Environmental Systems Acceptance: Except as may be provided for in the
Agreement, Owner will not accept environmental systems/equipment until
Contractor has demonstrated that the environmental control systems comply
with any and all permit conditions and all applicable environmental
regulations. This demonstration includes acceptance of the test results by the
applicable regulatory agencies.
The Contractor will demonstrate, through compliance testing at design
operating conditions, that all environmental control equipment/systems
achieve the specified design control efficiencies and performance.
Compliance testing must be in full conformance with applicable Regulatory
Agency testing procedures. Contractor is responsible for the costs of
sampling, analysis, flow rate determination, or any other investigation
necessary to prove that all equipment/system provided meets the design
criteria as well as all environmental regulatory requirements.
The Contractor will arrange necessary witnessing of compliance testing by
Regulatory Authorities. However, the Owner will approve schedules prior to
Regulatory Agency notification and reserves the right to participate in
and/or witness the Compliance Testing Program.
The Contractor will, at the appropriate time, verify and/or establish all
regulatory environmental limitations applied to the design, installation,
compliance testing and operation of the power generation facility.
20.3 Air Emissions: Based upon plant output requirements and the permitted
regulatory agency (either Federal, state or local) emission limitation the
Contractor will select, size, procure, install and compliance test all
regulated air pollution sources that will be created as part of this work.
This requirement includes all associated pollution control equipment and
systems.
Appendix I contains a compilation of facility emission parameters that
represents the current best estimate of the maximum allowable air emissions.
The Contractor will be responsible for ensuring that the plant is in
compliance with all the emission requirements of the final approved permit.
20.4 Water Discharges: The discharges considered here include all water
discharge whether containment or not but are not necessarily limited to:
- - Cooling tower blowdown
- - Boiler blowdown
- - Water treatment systems discharges
- - Miscellaneous such as floor drains, cleaning and rinse waters, etc.
These discharges will be to the sanitary sewer system.
The Contractor shall obtain all necessary permits for liquid waste discharges
into the sewer system.
20.5 Noise
The Contractor will be responsible for all noise abatement of all equipment
and facilities provided and any elements of room construction for noise
abatement purposes. The noise levels must conform to Occupational Safety &
Health Act.
Contractor must demonstrate that all installed equipment complies with the
established property line noise criteria of 75 dBA at the site limits under
the operating conditions described in Section 21.1 through 21.4.
Selection of critical receptors and determination of ambient background noise
levels will be the responsibility of the Contractor.
Ambient background noise surveys shall be provided by the Contractor prior to
the construction of the facility to obtain baseline reference data. After
the facility is in operation, Contractor will perform additional noise
surveys to determine the actual acoustical behavior of the facility under all
normal and abnormal operating conditions. Contractor will provide at his own
expense any and all acoustic treatment that is required bringing the noise
level of the facility within the specified levels.
Silencers shall be provided for the following applications:
- - Electromatic relief valves and vents
- - Startup relief valves
- - Hogging ejectors
- - Blowdown tank vent stack
20.6 Liquid and Solid Waste: The Contractor shall be responsible for prompt
removal of liquid and solid waste from construction activities and shall
maintain good housekeeping and safe conditions. This includes but is not
limited to use oil during construction, oily rags, any hazardous waste,
including chemical cleaning waste, and water used to flush and hydrotest.
All applicable local regulations and codes shall be complied with.
21.0 MODES OF OPERATION
Six modes of operation for the plant have been identified: Normal Case,
Design Case, Turbine Bypass Case, Start-up Case, Grid Failure Case, and
Emergency Shutdown.
These cases are defined as:
21.1 Design Case: Design Case is 100% of total capacity with all four
combustion turbines and steam turbines in operation and is based on the
design basis fuel, water supply, design conditions and requirements of
Section 3. Power for running plant auxiliary systems supplied by plant.
21.2 Normal Cases:
- - Four gas turbines and two steam turbines operating with the
facility output between 50 percent and 100 percent of total capacity.
- - Two gas turbines and steam turbines operating with the
facility output between 25 percent and 50 percent of total capacity.
- - One gas turbine and one steam turbine operating with the
facility output between 13 percent and 25 percent of total capacity.
- - One gas turbine and one steam turbine operating with the
three gas turbines and the second steam turbine cycling on and
off line every 12 hours.
21.3 Turbine Bypass Case: The conditions of this case are:
- - Trip of a steam turbine and no boiler safety valves lift
during all loading conditions.
21.4 Start-Up Case: This case can be either a cold or hot start. The
conditions of this case are similar to the turbine bypass case but with the
following clarification:
- - During startup, initial steam production will be bypassed
until the steam is at a sufficient temperature and pressure
before being admitted to the steam turbine. It is intended that
the steam be admitted to the steam turbine as early as possible
so as to minimize thermal shock to the turbine and to minimize
bypass operation. However, should the steam turbine be unable to
accept the steam, the bypass system must be able to accommodate
steam production up to 125 percent of the rated steam production of one
HRSG.
- - For no plant power generation, a diesel generators supplies
plant auxiliary power.
21.5 Grid Failure Case: The conditions of this case are when:
- - Failure of the power grid occurs.
- - Turbine Trip occurs and plant safely shuts down.
21.6 Emergency Shutdown: The conditions of this case are when:
- - Turbine Trip case and grid failure are occurring together in
such fashion as to require a plant safe shut down for an extended
period.
- - Sufficient UPS power is required to safely shutdown with
loss of both grid and in-plant power.
- - AC power available for all shut down equipment lube oil
pumps, seal oil pumps, boiler feed pumps, and other auxiliary
equipment.
EXHIBIT 10.176
PANDA PARIS POWER, L.P.
ERCOT 1 PROJECT
PARIS, TEXAS
P.O. 226775-4-0301-01 Page 11 of 11
THIS IS AN ORDER
To: PO No.
GENERAL ELECTRIC COMPANY ...................226775-4-0301-01
One River Road PO Date...................02-Jul-98
Schenectady, NY 12345 PO Value............ 139,000,000.00
Currency.................US Dollars
Buyer Contact........J. Brian Dietz
Attn: Phone.................(972)980-7159
KARL SIVERLING Fax: .................(972)980-6815
Phone:(518) 385-5772 RFQ/REQ No.
Fax: (518) 385-9625 ...................(Not Applicable)
Description of Purchase: GAS AND STEAM TURBINE GENERATORS
Buyer's Authorization
____________/s/____________________
Buyer's Authorized Signature
Seller's Acceptance:
Sign and Return Within Ten Days After Receipt of This Order
___/s/___________________________________________________________
Signature Date Title
__/s/____________________________________________________________
(Please PRINT Name and Title)
Please supply the materials, labor, or services described in this Purchase
Order, subject to the conditions herein and the Terms and Conditions of
Purchase, in strict accordance with the Purchase Specification and all other
attachments hereto (which by this reference are hereby made a part of this
Purchase Order).
1.0 DEFINITIONS
The word "Owner" wherever used in this Purchase Order shall mean Panda Paris
Power, L.P.
The word "Buyer" wherever used in this Purchase Order shall mean Panda Paris
Power, L.P. Authorizing signatures shall be by Panda Paris I, L.L.C., its
general partner.
The words "EPC Contractor" wherever used in this Purchase Order shall mean
Duke/Fluor Daniel.
The word "Seller" wherever used in this Purchase Order shall mean General
Electric Company.
Upon Financial Closure, scheduled on or before 20 December 1998, this
Purchase Order will be assigned to Duke/Fluor Daniel, upon which assignment
Duke/Fluor Daniel (the "EPC Contractor") becomes the Buyer and assumes all
rights and obligations of Buyer. Seller agrees to such assignment without
further assent or notice, and agrees to execute the Turbine Vendor Assignment
and Assumption Agreement, a copy of which is attached hereto.
2.0 COMMUNICATIONS
Direct communications to:
Panda Paris Power, L.P.
Attn: J. Brian Dietz
4100 Spring Valley Road, Suite 1001 Tel: (972) 980-7159
Dallas, Texas 75244 Fax: (972) 980-6815
With a complete copy, including all attachments, to:
Duke/Fluor Daniel
Attn: Michael Wright
3353 Michelson Dr. Tel: (949) 975-6182
Irvine, CA 92698 Fax: (949) 975-3149
All drawings, technical documentation and instruction manuals shall be
submitted in accordance with the attached Specification 226775-0-SP-9-DC-1-
[Rev], Supplier Drawing and Data Submittal Requirements, and sent to the
following address:
Duke/Fluor Daniel
Attn: Ellen M. Strazzere
Mail Code 552Y
3353 Michelson Dr.
Irvine, CA 92698
Invoices and all supporting documents shall be transmitted in original and
three (3) copies to:
Panda Paris Power, L.P.
Attn: Accounts Payable
4100 Spring Valley Road, Suite 1001
Dallas, Texas 75244
3.0 ATTACHMENTS
Documents marked (*) are already in Seller's possession and are incorporated
by reference, but not attached to this purchase order.
NARRATIVE SPECIFICATIONS
Number Rev. Date Title
226775-0-SP-4-TG-1-1 1 14Oct98 Purchase Specification for Gas and Steam
Turbine Generators (the "Purchase
Specification") (10 pp. plus attachments)
226775-0-SP-9-DC-1-A A 21Sep98 Supplier Drawing & Data
Submittal Requirements (7pp.)
Unnumbered -- 24Apr98 General Narrative Specification for Gas
Turbine Generators (58 pp.)
Unnumbered P1 06Aug98 General Narrative Specification
for Steam Turbine-Generators and
Accessories (39 pp.)
DRAWINGS
Number Rev. Date Title
E158 A 28Sep98 General Electric Preliminary One-
Line Diagram, Gas Turbine, Sheets 1-5
E159 A 28Sep98 General Electric Preliminary One
Line Diagram, Steam Turbine,
Sheets 1-3
MISCELLANEOUS ATTACHMENTS
Equipment Data Sheets, plus Performance Data (the "Data Sheets") from GE's
Gas and Steam Turbine Proposals and recent correspondence files, 14Oct98 (66
pp.)
Terms and Conditions of Purchase, File "Panda-GE-T&C.doc" dated 16Oct98 (16 pp.)
Attachment "A" -- Payment Milestone Schedule dated 16Oct98 (1 pp.)
Attachment "B" -- Termination Schedule dated 16Oct98 (1 pp.)
Attachment "C" -- Pricing Detail Sheet dated 16Oct98 (2 pp.)
Hazardous and Toxic Substances Disclosure Requirements, Form 000.420.F1621
(1 pp.)
Seller's Representation and Certifications, Form 000.420.F0221 (1 pp.)
Turbine Vendor Assignment and Assumption Agreement (2 pp.)
Texas Sales and Use Tax Exemption Certificate, dated 28Aug98 (2 pp.)
Supplier Drawing & Data Commitment, Form SDR-D/FD
10-TG-101/102/201/202, Gas Turbine Generator, Rev. C, dated 5Oct98 (4 pp.)
30-TS-101/201, Steam Turbine Generator, Rev. B, dated 15Oct98, (3 pp.)
4.0 INVOICING INFORMATION
Seller certifies that all goods or services provided hereunder shall
be produced in compliance with all applicable requirements of Sections
6, 7 and 12 of the Fair Labor Standards Act of 1938, as amended, and
of Section 14 thereof, and that each invoice submitted hereunder shall
be correct and authentic and the only one issued for the goods
described therein.
Any of the following conditions will be considered just cause for
withholding payment or returning invoices to Seller, without loss of
discount privileges:
1. The specified number of copies of the Seller's invoice have not been
received.
2. The invoice, packing list and/or Purchase Order do not agree
in all respects.
3. Errors or omissions have been made in Seller's invoice.
Invoices must include the following information:
1. Buyer's Purchase Order number.
2. Purchase Order item numbers for each item invoiced.
3. Quantity for each item.
4. Material description.
5. Material tag number, if applicable.
6. Net price per item.
7. Extended price for the quantity invoiced.
8. Payment terms.
Combining two or more of Buyer's Purchase Orders on one invoice is not
acceptable.
Discount payment period, if applicable, will begin on the date that Buyer
receives from Seller, at the address specified above, an acceptable invoice
in proper order with all required supporting documents. A Bill of Lading
signed by the carrier's agent or a Forwarder's Certificate of Receipt must
accompany Seller's invoice as proof of shipment.
The final invoice against this Purchase Order shall be marked "Order
Complete." Seller shall execute a lien release and certification of full
payment satisfactory in form and content to Buyer as a condition to making
final payment to Seller.
Buyer is required to obtain correct taxpayer identification numbers from all
non-incorporated payees who receive payment for services, rents, royalties or
interest that would be subject to IRS Form 1099 reporting. Twenty percent
back-up tax withholding will be imposed on all Form 1099 reportable payments
to Seller if Seller fails to provide a correct taxpayer identification number.
TERMS OF PAYMENT
Except as noted in Attachment "A", Terms of Payment for this Purchase Order
are Net-30 Days from receipt of Seller's invoice, with progress payments
authorized in accordance with Attachment A, Payment Milestone Schedule. By
signing the acceptance copy of this Purchase Order, Seller acknowledges that
all payments due as of the date of such acceptance have been paid by Buyer.
FREIGHT TERMS
FOB POINT: Rail Shipments: Nearest Accessible Rail Siding to
Jobsite, Paris, Texas
Truck Shipments: Jobsite, Paris, Texas
SHIPPING POINT: Schenectady, New York; Greenville, South
Carolina; et al
FREIGHT BILLING: Freight Allowed to FOB Point
TAXES
This Purchase Order is tax exempt; see attached exemption certificate.
5.0 PROGRESS PAYMENTS
Progress payments will be made in accordance with Attachment A, Payment
Milestone Schedule. Invoices for progress payments must be accompanied by
documentary evidence of milestone completion. Payment will be made Net-30
Days after receipt of each invoice; invoices for milestones will not be
counted as received prior to the dates indicated for each milestone.
6.0 COMMERCIAL NOTES
PRICING NOTES
Prices are firm and free of adjustment,except as may be provided elsewhere
herein, for the duration of this Purchase Order.
SPECIFICATIONS
Agreed-to changes, additions or deletions to the General Narrative
Specifications are published in the attached document, 26775-0-SP-4-TG-1-
[Rev] "Purchase Specification for Gas and Steam Turbines." Future changes to
the General Narrative Specifications, including any pricing and schedule
information contained therein, will be incorporated by revision to the
Purchase Specification or within the body of a Change Order; no changes will
be made to the General Narrative Specifications.
7.0 BACKCHARGES TO SELLER
Should Buyer or EPC Contractor incur excess costs in transportation, storage,
erection or installation due to a failure of the material or equipment to
conform to the requirements of this Purchase Order, Buyer shall backcharge
such costs to Seller and shall deduct such amounts from unpaid amounts owed
Seller.
Buyer shall notify Seller promptly upon discovery of any such nonconformance
prior to expenditure of backchargeable funds, and shall afford Seller a
reasonable time to cure the nonconformance or accept the appropriate
backcharge. Should the construction schedule require an immediate response,
Seller shall authorize its onsite representative to negotiate a reasonable
agreement relative to necessary repairs or rework and backcharges; such
agreement shall be made within 24 hours of Buyer's notice to Seller and such
agreement shall not be unreasonably withheld by Seller or Seller's
representative. Buyer's rights under this provision do not in any way
decrease or infringe upon Buyer's or Seller's rights or obligations under the
warranty, reservation of rights and inspection provisions of the Terms and
Conditions of Purchase.
8.0 SCHEDULE AND PROGRESS REPORTS
DRAWINGS AND DATA
See Supplier Drawing and Data Commitment, Form SDR-D/FD, attached.
MATERIAL/EQUIPMENT
Seller's Guaranteed Shipping Dates for the Equipment shall be as follows:
Equipment Phase I Phase II
Gas Turbine Generator Packages
(2 per Phase)
Major Components 31Oct99 15Dec99
Balance of Equipment for
the GTG Packages (See Note #4) (See Note #4)
Steam Turbine Generator Packages
(1 per Phase)
Major Components,
except LP Hood 15Oct99 15Nov99
LP Hood 31Oct99 30Nov99
Balance of Equipment for
the STG Packages (See Note #4) (See Note #4)
Notes:
1. Dates shown above are dates on which Equipment is loaded on conveyance
at the facility of Seller or Seller's supplier.
2. "Major Components" are defined as:
Gas Turbine Generator Package
Gas Turbine
Generator
Accessory Base
PEECC
Air Filter / Inlet Duct
Steam Turbine Generator Package
Steam Turbine
Generator
Lube / Hydraulic Tank
Gland Condensor
LP Hood
3. "Balance of Equipment" is defined as all equipment and materials, other
than Major Components, furnished under this Purchase Order.
4. Within 30 days following acceptance of this Purchase Order, the
respective project leaders of Buyer, Seller and EPC Contractor shall meet to
reach mutual agreement on the delivery schedule for the "Balance of
Equipment" for the GTG and STG Packages. Such agreement may include
graduated Schedule Liquidated Damages, as appropriate, with regard to value
and critical path schedule. When completed, such agreement shall be
Attachment "D", and will hereby become a Purchase Order document.
PROGRESS REPORTING
Within two weeks after award, Seller shall submit a legible, reproducible
copy of Seller's engineering, procurement and fabrication schedule for this
order. Seller shall thereafter submit regular progress reports showing
actual progress against schedule and detailing specific problems or potential
problems of which Buyer should be aware. The frequency of such reports shall
be determined by the duration and complexity of the order but shall in no
case be less frequent than monthly.
Upon Buyer's request, Seller shall furnish unpriced copies of each purchase
order or contract issued by Seller to subsuppliers or subcontractors for
material, assemblies or subassemblies to be furnished under this Purchase
Order. Buyer's right of access for inspection or expediting activities shall
be extended to such subsuppliers or subcontractors.
9.0 SHIPPING INFORMATION
SHIP TO: (LATER)
SHIP VIA: Seller's Choice
PACKING & MARKING INSTRUCTIONS
A packing list detailing actual contents must be enclosed in each package, a
master list must be attached to Box or Package No. 1 and enclosed in
waterproof envelopes. The Packing list shall include Buyer's Purchase Order
number and Item number.
Buyer's Purchase Order Number and Item numbers, Tag Numbers or Item Codes, as
appropriate, must be shown on each package, bundle or individual piece.
HANDLING AND STORAGE
Seller shall advise Buyer in writing of any special shipping, handling or
storage measures or procedures required to assure safekeeping of the goods.
Failure of Seller to so advise Buyer may result in a backcharge to Seller of
costs arising from such failure.
10.0 SUPPLIER QUALITY REQUIREMENTS
QUALITY SYSTEM REQUIREMENTS
Seller shall operate a quality management system meeting the requirements of
the quality system standard applicable to the contracted scope of work
throughout the duration of this Purchase Order.
It shall be deemed that Seller has acknowledged full compliance unless
Seller, at the time of quotation or otherwise prior to award, submits details
of any proposed alternative quality system standard and identifies any areas
of noncompliance with the standard selected.
Buyer reserves the right to evaluate and audit implementation of Seller's
quality system, with the agreement and participation of Seller.
Buyer reserves the right to request Seller to provide formal records or
certificates for any activity associated with Seller's quality system.
All documentation shall be in the original source state or a true copy of the
original. Data transcription from the original document to a copy is not
acceptable. Documents submitted shall be of reproducible quality. Documents
not meeting these requirements shall be considered unacceptable. Each sheet
of documentation shall be uniquely identified with:
a. Purchase Order Number
b. Tag Number or Item Code, as applicable
Seller's quality system documentation required to be submitted to Buyer is
defined in attached form, Supplier Drawing and Data Commitment.
QUALITY PLAN REQUIREMENT
Within 21 days after issuance of this Purchase Order, Seller shall submit for
EPC Contractor's review a detailed Quality Plan, specifically developed to
the requirements of this Purchase Order (see attached sample, Form
000.450.F1533). The Quality Plan will integrate the requirements of this
Purchase Order into the standard practices and procedures contained in
Seller's Quality System.
The detailed Quality Plan shall include, as a minimum
a. A complete listing of Quality Control activities to be performed,
including factory tests, control of welding processes, and nondestructive
examination. The plan shall include provisions for Buyer or Authorized
Inspector's witness and hold points.
b. Acceptance criteria showing specific code, standard and Buyer
specification references.
c. A Listing of major purchased items, suppliers, and Seller's source
and receiving inspection activities.
d. Quality Control forms and reports to be used to document
inspections and tests performed, nonconformances and corrective actions.
At Buyer's request, a quality alignment meeting will be held at Seller's
manufacturing facility prior to the start of manufacturing. The purpose of
the alignment meeting will be to review Buyer's purchase order requirements
and Seller's Quality Plan.
11.0 SPARE PARTS
COMMISSIONING AND STARTUP SPARE PARTS
Commissioning and Startup Spare Parts are included in the Purchase Order
price; Seller shall provide a detailed listing of such parts by the date
noted in the attached Supplier Drawing and Data Commitment, Form SDR-D/FD.
OPERATING SPARE PARTS
Seller shall provide a detailed, priced listing of recommended spare parts
for two (2) years of operation. Seller guarantees that such spare parts will
be available for purchase by Buyer, Owner or Owner's assigns for a period of
at least five (5) years after the Phase II Commercial Operation Date, subject
only to normal manufacturing durations and prices in effect at the time of
order.
12.0 EQUAL OPPORTUNITY
Seller is required to comply with the Equal Opportunity Clause, Section 1.4,
Chapter 60, Title 41 of the Code of Federal Regulations, covered by Equal
Opportunity Executive Order Number 11246.
ACCEPTANCE COPY
Seller shall indicate acceptance of this Order by signing the attached
Acceptance Copy in the appropriate section of Page 1 and returning it to
Buyer within ten (10) days after receipt of this Order.
14.0 CONFIRMING NOTE
<PAGE>
THIS PURCHASE ORDER CONFIRMS AND SUPERSEDES THE LETTER OF INTENT DATED
02-JUL-98, BETWEEN PANDA PARIS POWER, LLC AND GENERAL ELECTRIC COMPANY.
Payment Milestone Schedule
Attachment "A"
IPS #: 80160 - 4 x GTG/2 x STG Revision "G"
Project Name: Panda Energy/ERCOT #1
Compensatory Interest Calculation
<TABLE>
<CAPTION>
Customer Payment Cash Profile
GTG #1 GTG #2 GTG #3 GTG #4 STG #1 STG #2 Monthly Monthly Cum Cum %
$000's % $000's of PO
Value
Invoice Event/
Milestone/ $25,973.622 $25,973.622 $25,973.622 $25,973.622 $17,552.756 $17,552.756 139,000.000
Price
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0 15-Jun-98 0.000 0.000% $0 0.00%
1 03-Jul-98 Award/Release 1,000.000 0.719% $1,000 0.72%
2 01-Aug-98 500.000 0.360% $1,500 1.08%
3 15-Aug-98 600.000 0.432% $2,100 1.51%
4 01-Sep-98 600.000 0.432% $2,700 1.94%
5 15-Sep-98 1,200.000 0.863% $3,900 2.81%
6 01-Oct-98 1,200.000 0.863% $5,100 3.67%
7 15-Oct-98 1,350.000 0.971% $6,450 4.64%
8 01-Nov-98 1,350.000 0.971% $7,800 5.61%
9 15-Nov-98 1,900.000 1.367% $9,700 6.98%
10 01-Dec-98 1,900.000 1.367% $11,600 8.35%
11 20-Dec-98 Financial Closure 33,000.000 23.741% $44,600 32.09%
12 01-Jan-99 Certify Place PO
for ST HP Casing 9,961.369 7.166% $54,561 39.25%
13 01-Feb-99 Mechanical Outline 7,837.626 5.639% $62,399 44.89%
14 01-Mar-99 Electrical One-Line 7,837.626 5.639% $70,237 50.53%
15 01-Apr-99 Certify Place PO for
GT Electrical Controls 7,837.626 5.639% $78,074 56.17%
16 01-May-99 Receipt of GT Wheel
Forgings 7,837.626 5.639% $85,912 61.81%
17 01-Jun-99 Certify Place PO for
ST Controls 7,837.626 5.639% $93,749 67.45%
18 01-Jul-99 Start GT Rotor Assembly 7,837.626 5.639% $101,587 73.08%
19 01-Aug-99 Ship ST Sole Plates 7,837.626 5.639% $109,425 78.72%
20 01-Sep-99 Receipt of ST HP Casing 7,837.626 5.639% $117,262 84.36%
21 01-Oct-99 Ship GTG #1 & #2,
and STG #1 7,837.626 5.639% $125,100 90.00%
22 01-Nov-99 Ship STG #2 0.000 0.000% $125,100 90.00%
23 01-Dec-99 Ship GTG #3 & #4 0.000 0.000% $125,100 90.00%
24 01-Jan-00 All Major Components to
Site (See Note #2 Below) 6,950.000 5.000% $132,050 95.00%
25 01-Feb-00 0.000 0.000% $132,050 95.00%
26 01-Mar-00 0.000 0.000% $132,050 95.00%
27 01-Apr-00 0.000 0.000% $132,050 95.00%
28 01-May-00 0.000 0.000% $132,050 95.00%
29 01-Jun-00 0.000 0.000% $132,050 95.00%
30 01-Jul-00 Commercial Operation -
Phase I(See Note #2 Below) 3,475.000 2.500% $135,525 97.50%
31 01-Aug-00 0.000 0.000% $135,525 97.50%
32 01-Sep-00 Commercial Operation -
Phase II(See Note #2 Below) 3,475.000 2.500% $139,000 100.00%
33 01-Oct-00 0.000 0.000% $139,000 100.00%
34 01-Nov-00 0.000 0.000% $139,000 100.00%
35 01-Dec-00 0.000 0.000% $139,000 100.00%
36 01-Jan-01 0.000 0.000% $139,000 100.00%
37 01-Feb-01 0.000 0.000% $139,000 100.00%
38 01-Mar-01 0.000 0.000% $139,000 100.00%
39 01-Apr-01 0.000 0.000% $139,000 100.00%
18.69% 18.69% 18.69% 18.69% 12.63% 12.63% 139,000.000
</TABLE>
Note #1: Payments #1 through #11 (20Dec98 Financial Closure) shall be made
on the date shown; payments subsequent to the 20Dec98 payment shall
be made upon achievement of the indicated milestone, Net-30 days
after receipt of Seller's invoice, but not before the date shown.
Note #2: The final ten percent (10%) of the P.O. Value will be paid as follows:
- Five percent (5%) Net-30 days after shipment of all Major Components
and receipt by Buyer of (i) Seller's invoice and (ii) Seller's
irrevocable letter of credit in an amount equal to five percent (5%)
of the P.O. Value, valid through the Phase I Warranty Period,
declining to two and a half percent (2-1/2%) of the P.O. Value
through the balance of the Phase II Warranty Period.
- Two and a half percent (2-1/2%) Net-30 days after achievement of the
Phase I Commercial Operation Date and receipt of Seller's invoice,
not to exceed 12-months after shipment of the last Major Component
for Phase I, unless Commercial Operation of Phase I is not achieved
due to Seller's Equipment.
- Two and a half percent (2-1/2%) Net-30 days after achievement of the
Phase II Commercial Operation Date and receipt of Seller's invoice,
not to exceed 12-months after shipment of the last Major Component
for Phase II, unless Commercial Operation of Phase II is not achieved
due to Seller's Equipment.
<PAGE>
Client Name: Panda Paris Power, L.P. TERMS AND CONDITIONS OF PURCHASE
Project Name: ERCOT 1 - Paris, Texas Page 1 of 16
Project Number: 04 226775 Purchase Order 226775-4-0301-01
____________________________________________________________________________
TERMS AND CONDITIONS OF PURCHASE
GAS AND STEAM TURBINE GENERATORS
1. SHIPMENT: Partial shipments must be accompanied by identifying
documents, but such shipments shall not be construed as making the
obligations of Seller severable. No charge will be allowed for packing,
shipment or handling unless stated in this Purchase Order. Seller shall
pay for damaged goods resulting from improper packing or marking. Itemized
packing lists must accompany each shipment. Buyer's count will be accepted
as final and conclusive on shipments not accompanied by Seller's itemized
packing list. If applicable, shipments shall be palletized to the maximum
extent of palletization. Costs for palletizing are included in the purchase
price. All goods received in excess of Purchase Order requirements will be
subject to return for credit at Seller's expense.
2. COMPLETE AGREEMENT: This Purchase Order shall become a binding
agreement of Seller and Buyer upon Seller signing and returning an
acceptance copy of this Purchase Order. This Purchase Order, together with
the specifications, drawings and documents referred to herein and the other
documents referred to therein, which by this reference are all made a part
hereof, constitute the entire agreement between the parties, and all prior
negotiations, proposals, and writing pertaining to this Purchase Order, or
the subject matter hereof, are superseded hereby. No modification,
amendment, recision, waiver or other change shall be binding on either party
unless assented to in writing by the parties' authorized representatives.
Any invoice, acknowledgment or other communication issued by Seller in
connection with this Purchase Order shall be construed to be for record and
accounting purposes only. Any terms and conditions stated in such
communication shall not be applicable to this Purchase Order and shall not be
considered to be Seller's exceptions to the provisions of this Purchase
Order. Trade custom and/or trade usage are superseded by this Purchase
Order and shall not be applicable in the interpretation of this Purchase
Order.
Anything that may be called for in the specifications and not shown on
the drawings, or shown on the drawings and not called for in the
specifications, shall be of like effect as if called for and shown in both.
In the event of any ambiguity, express conflicts or discrepancies in or
between the drawings, specifications, terms and conditions, Purchase Order
document, or other incorporated documents, the following order of
precedence shall apply:
(a) Purchase Order Document
(b) Purchase Order Attachments A, B and C
(c) These Terms and Conditions of Purchase
(d) The Purchase Specification
(e) Supplier Drawing & Data Requirements (Forms SDR-D/FD)
(f) The Data Sheets -- Equipment Data Sheets plus Performance Data
(g) The Drawings
(h) General Narrative Specifications and other incorporated documents
as listed in Section 3.0 of the Purchase Order Document
All headings and numbering in this Purchase Order are for convenience of
reference only and shall in no way be used in interpretation of any of the
provision in this Purchase Order.
3. TITLE: Seller warrants full and unrestricted title to Buyer for all
goods, services and documents furnished by Seller under this Purchase Order
free and clear of any and all liens, restrictions, reservations, security
interests, and encumbrances.
Title to the Equipment shall pass to Buyer when the Equipment is loaded
on conveyance at the facility of Seller or at the place of manufacture for
shipment to the site. Transportation and risk of loss will be borne by
Seller. Risk of loss shall pass to Buyer upon delivery of the Equipment to
the nearest accessible rail siding to the site or, if by truck, at the site.
4. RESERVATION OF RIGHTS: The making or failure to make any inspection
of, or payment for, the goods or services covered by this Purchase Order
shall in no way impair Buyer's right to reject nonconforming or defective
goods or services, nor be deemed to constitute acceptance by Buyer of the
goods or services, nor affect in any way Seller's obligations under this
Purchase Order notwithstanding Buyer's opportunity to inspect the goods or
services, Buyer's knowledge of the non-conformity or defect, its
substantiality or the ease of its discovery, nor Buyer's earlier failure to
reject the goods or services.
5. WAIVER: Buyer's failure to insist on performance of any term,
condition, or instruction, or failure to exercise any right or privilege, or
its waiver of any breach, shall not thereafter waive any such term,
condition, instruction, right or privilege.
6. WARRANTIES AND DEFECTS:
Seller warrants to Buyer that:
(a) The Equipment shall be new; shall be designed and fit for the
purpose of generating electric power when operated in accordance with
Seller's specific operation instructions or, in the absence thereof,
in accordance with generally accepted operation practices of the
electric power producing industry; shall be free from defects in
material and workmanship; and that technical advisory services or other
services shall be performed in a competent, diligent manner in
accordance with accepted professional standards;
(b) The Equipment can be operated in accordance with all applicable
laws and permits in effect at the date of signing;
(c) No infringement of any patents, trademark, registered design,
copyright, design right or other registerable or proprietary
intellectual property right of any kind, will result from the
performance of the Purchase Order or the operation or ownership of the
Equipment;
(d) Good title to the Equipment will vest in the Owner free from any
charge, lien, encumbrance or security interest of any kind;
(e) Seller shall perform all engineering and design services in
accordance with normally accepted industry engineering practices;
(f) The Equipment will be manufactured in a good and workmanlike
manner in accordance with good manufacturing practices and the
requirements of this Purchase Order;
(g) Year 2000 Warranty: The Equipment furnished under this Purchase
Order will be "Year 2000 Capable," meaning that the functionality of
the Equipment will not be materially adversely affected by the date
change from 1999 to 2000. If the Equipment furnished by the Seller
fails to meet this Year 2000 Warranty at any time prior to expiration
of the warranty period, on condition that Buyer gives prompt notice to
Seller of such failure, Seller will, at its option, modify or replace
the non-conforming Equipment so that it meets the Year 2000 Warranty.
Seller shall have no responsibility for and does not warrant against
any such failure if such failure is directly or indirectly caused by
the use of data or information not supplied by Seller that is
inaccurate or incompatible with the Equipment's interfaces,
requirements or specifications, or by use of the Equipment in a manner
other than that specified in Seller's instructions.
6.1 The foregoing warranties (except as to [c] and [d]) for each Unit shall
apply to defects which appear during the Warranty Period of twelve (12)
months following the Commercial Operation Date of each respective Block, but
not to exceed twenty-four (24) months after actual shipment of the Equipment.
6.2 If the Equipment delivered or Technical Advisory Services performed
hereunder do not meet the above warranties during the Warranty Period, Buyer
shall promptly notify Seller in writing and make the Equipment available
promptly for correction. Seller shall thereupon correct any defect by, at
its option, (i) reperforming the defective Services, (ii) repairing the
defective part of the Equipment (freight and insurance paid by Seller) or
(iii) by making available necessary replacement parts FOB factory, freight
prepaid to the Facility. Seller shall provide all Technical Advisory
Services reasonably necessary for any such repair of the Equipment, but
Seller shall not be responsible for removal or replacement of structures or
other parts of the facility. If a defect in the Equipment or part thereof
cannot be corrected by Seller's reasonable efforts, the Parties will
negotiate an equitable adjustment in price with respect to such Equipment or
part thereof. The condition of any tests shall be mutually agreed upon and
Seller shall be notified of and may be represented at all such test that may
be conducted.
6.3 Any reperformed service or repaired or replacement part furnished under
this warranty shall carry warranties on the same terms as set forth above,
except that the Warranty Period shall be for a period of twelve (12) months
from the date of such reperformance, repair or replacement. In any event the
Warranty Period and Seller's responsibilities set forth herein for such
repaired or replacement part shall terminate twelve (12) months after the end
of the Warranty Period applicable to the item of Equipment in which such
repaired or replacement part was installed or in which such Service was
reperformed. In no event shall any warranty defined herein exceed three (3)
years after shipment of the Equipment involved.
6.4 Seller does not warrant the Equipment or any repaired or replacement
parts against normal wear and tear, including that due to environment or
improper operation, use of improper fuel, detrimental air inlet conditions or
erosion, corrosion or material deposits from fluids. The warranties and
remedies set forth herein are further conditioned upon (i) the proper
storage, installation, operation, and maintenance of the Equipment and
conformance with the operation instruction manuals (including revisions
thereto) provided by Seller and/or its subcontractors, as applicable, and
(ii) repair or modification pursuant to Seller's instructions or approval.
Buyer or Owner shall keep proper records of operation and maintenance during
the Warranty Period, which records shall be made available to Seller upon its
request.
6.5 Seller will provide its warranties for benefit of Buyer, Owner, EPC
Contractor and the Financing Parties, and their successors and assigns.
6.6 The foregoing warranties are exclusive and in lieu of all other
warranties, whether written, oral, implied or statutory. NO IMPLIED
STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
SHALL APPLY.
7. SUPPLIER QUALITY SURVEILLANCE (SQS) INSPECTION AND EXPEDITING: Seller
shall be responsible for the performance of all activities affecting quality
and schedule including those of its suppliers. Buyer reserves the right to
review Seller's Quality Assurance and Quality Control Procedures. Seller's
Quality Plan submittal requirements, if applicable, are defined in the
"Supplier Drawing and Data Commitment Form" section of this Purchase Order.
The goods provided by Seller under this Purchase Order are subject to
SQS inspection, expediting, audit of Quality Plan implementation and
witnessing of Seller testing by Buyer, EPC Contractor and Owner, or their
representatives, who shall be granted access to all parts of the Seller's
plant(s) or Seller's supplier's plant(s) engaged in the manufacturing or
processing of this Purchase Order. The representative's inspection and
witnessing of testing, or lack of inspection, witnessing of testing or
response, shall in no way release the Seller from any obligations related to
this Purchase Order. Seller shall further ensure that the provisions of this
Article 7 become a part of its purchase orders to its suppliers for all
goods or services which are used in the products purchased under this
Purchase Order. Seller is further responsible for obtaining and submitting
Quality Plans as required from its suppliers.
Seller and/or Seller's suppliers will notify Buyer at least five (5)
calendar days in advance of the date inspection or test can be made. If for
any reason the date should be set back, Seller shall telephone, wire or
facsimile Buyer immediately.
Seller shall make every effort to accommodate Buyer's schedule requests
for such tests or inspections; however, this Purchase Order is not subject to
"Hold Points," and Seller may proceed with tests, inspections or shipment
provided notification is made as required above.
8. INDEMNITY:
8.1 Seller agrees to defend, indemnify and hold harmless Buyer, Owner and
the Financing Parties, the affiliated companies of each, and their directors,
officers, employees, agents and representatives, from and against all claims,
demands, causes of action, liability, loss or expense arising from or
relating to:
(a) Seller's actual or asserted failure to comply with any law,
ordinance, regulation, rule or order, or with this Purchase Order. This
Section 8.1 includes, but is not limited to, fines or penalties by
government authorities and claims arising from Seller's actual or
asserted failure to pay taxes.
(b) Actual or asserted violation or infringement of rights in any
patent or copyright caused or alleged to be caused by the use or sale
of goods, materials, equipment, methods, processes, designs or
information furnished by Seller or its suppliers. Should any goods or
services provided by Seller become, or appear likely to become, the
subject of a claim of infringement of a patent or copyright, Seller
shall, defend any suit or proceeding against Buyer based on a claim
that any Equipment manufactured by Seller and furnished under this
Purchase Order infringes any patent of the United States or any patent
of the country of installation which is based on the same priority date
as the corresponding U.S. patent. Seller will pay all direct damages
and court or other tribunal-awarded costs of Buyer in connection
therewith. In case said Equipment, or any part thereof, is in such suit
held to constitute infringement or the use of said Equipment or part is
enjoined, Seller shall, at its own expense and at its option, either
procure for Buyer the right to continue using said Equipment or part, or
replace it with non-infringing Equipment, or modify it so it becomes
non-infringing. This indemnity shall not apply (i) to any Equipment
which is manufactured to Buyer's design, or (ii) to the use of any
Equipment furnished under this Purchase Order in conjunction with any
other apparatus or material not furnished by Seller. As to any
Equipment or use described in the preceding sentence, Seller assumes no
liability whatsoever for patent infringement.
(c) Not used.
(d) Injury to or death of persons (including employees of Buyer,
Owner, Seller and Seller's suppliers), damage to or loss of third
party property (excluding the property of Buyer or Owner) to the
extent arising directly or indirectly out of Seller's breach of this
Purchase Order or out of any negligent acts or omissions of Seller or
its suppliers; provided, however, that such indemnities shall be
subject to provisions of Article 41 herein. It is expressly agreed that
Seller shall not waive its right of subrogation, and that Seller shall
be named as an additional insured on Buyer's All Builders Risk
insurance.
(e) Actual or alleged contamination, pollution, or public or private
nuisance, arising directly out of the release by Seller of any
materials described in Article 20 hereof which have been introduced to
the site by Seller.
8.2 Seller's indemnity obligations shall apply regardless of whether the
party to be indemnified was concurrently negligent, whether actively or
passively, excepting only to the extent that the injury, loss or damage was
caused by the negligence or willful misconduct of, or by defects in design
furnished by, the party to be indemnified. Seller's defense and indemnity
obligations shall include the duty to reimburse any attorneys' fees and
expenses incurred by Buyer or Owner for legal action to enforce Seller's
indemnity obligations.
8.3 In the event that any indemnity provisions in this Purchase Order are
contrary to the law governing this Purchase Order, then the indemnity
obligations applicable hereunder shall beapplied to the maximum extent
allowed by applicable law.
8.4 With respect to claims by employees of Seller or its suppliers, the
indemnity obligations under this Purchase Order shall not be limited by the
fact of, amount, or type of benefits or compensation payable by or for
Seller, its suppliers or subsuppliers under any workers' compensation,
disability benefits, or other employee benefits acts or regulations, and
Seller waives any limitations of liability arising from workers' compensation
or such other acts or regulations.
8.5 Seller acknowledges specific payment of $10.00 incorporated into the
Purchase Order Price as legal consideration for Seller's indemnities as may
be provided in this Purchase Order.
9. DELAYS AND FORCE MAJEURE:
9.1 Force Majeure: As used herein, the term "Force Majeure Event" shall
mean any event or circumstance, or combination of events or circumstances,
that arise after the date hereof, are beyond the reasonable control of
Seller, are unforeseen, unavoidable or could not have been prevented or
overcome by the reasonable efforts and due diligence of Seller, and
materially and adversely affect Seller in the performance of its obligations
in accordance with the terms of this Purchase Order. Without limiting the
generality of the foregoing, events that may give rise to a Force Majeure
Event include, without limitation, acts of God, natural disasters, fires,
earthquakes, lightning, floods, storms, civil disturbances, riots, war,
strikes, lockouts or other labor disputes (except as set forth below), and
the action of or failure to act on the part of any Government Authority
having or asserting jurisdiction that is binding upon the Parties and has
been opposed by all reasonable means. For the avoidance of doubt, the term
"Force Majeure Event" does not include, without limitation, events that
affect only the cost or availability of equipment, materials or supplies.
9.2 Owner-Caused Delay: As used herein, the term "Owner-Caused Delay" shall
mean a demonstrable, material and adverse impact on Seller's ability to
complete performance of its obligations under this Purchase Order that is
caused directly by Owner's failure to perform its obligations hereunder
(other than failure of Owner or Buyer to make any payments required
hereunder, except as provided in Article 12 herein), which failure is not a
result of a Force Majeure Event or breach by Seller of its obligations
hereunder.
9.3 Notification: In the event Seller desires to claim a Force Majeure
Event or Owner-Caused Delay (either, an "Event"), Seller shall within five
(5) business days after it knows of the occurrence of the Event, give Owner
written notice describing the details of the Event and the anticipated length
of delay due to the Event. Failure to provide such written notification
shall constitute a waiver by Seller of any such claim. Within fifteen (15)
days after initial notification, Seller shall provide sufficient proof of
the occurrence and duration of such event to Buyer. Seller shall thereafter
provide periodic updates and shall, upon cessation of the event so notify
buyer of the cessation and report the total impact of the event upon Seller's
schedule obligations under this Purchase Order.
9.4 Terminate or Extend Performance: In the event of a Force Majeure
event or Owner-caused Delay, Buyer shall either (i) terminate this Purchase
Order by written notice under Article 13 Termination for Convenience herein,
or (ii) extend the date of delivery or performance for the affected portion
of the Equipment for a period equal to the duration of the delay, but Seller
shall not be entitled to extra compensation for such delay, and Seller shall
bear its own delay costs incurred by such event.
10. ASSIGNMENT: Neither this Purchase Order nor any portion hereof shall
be assigned or delegated without Buyer's prior written consent and any such
assignment or delegations shall be void. Buyer reserves the right to assign
this Purchase Order, without the consent of Seller, to Owner, the Financing
Parties, or to Buyer's EPC Contractor, who upon such assignment, shall become
the Buyer as a Party to this Purchase Order and its terms and conditions.
Seller reserves the right to assign this Purchase Order in part to its wholly
owned subsidiary for provision of parts and services.
11. CHANGES:
11.1 Changes at Buyer's Request: Buyer may, by written change order, make
mutually agreed-to changes to the Purchase Order. If any such change
results in an increase or decrease in the cost or time required for the
performance of the Purchase Order, or changes to any other pertinent
provisions of the Purchase Order, then there shall be an equitable adjustment
to the Purchase Order Price and Guaranteed Delivery Date and any other
pertinent provisions of the Purchase Order, provided that such increase,
decrease or change is demonstrated. Any such change to the Purchase Order,
including resultant changes in price, delivery or other pertinent provisions
of the Purchase Order, shall be indicated in the change order. Seller shall
not be obligated to proceed with the changed or extra work until the change
in price or time of delivery, if any, has been agreed upon in a written
change order.
11.2 Changes in Purchase Order Price: Disputes: In the event that Buyer and
Seller are unable to reach agreement on the price of a change order for a
change requested by Buyer, Seller, if mutually agreed, shall commence with
performance of the change pending resolution of the dispute pursuant to
Article 22 herein.
12. TERMINATION FOR DEFAULT: Buyer shall have the right to terminate this
Purchase Order for any of the following, each a Seller Default Event:
(a) Failure of Seller's Equipment, due to the fault of Seller, to
meet the Minimum Performance Levels within 150 days after the Phase II
Guaranteed Commercial Operation date.
(b) Seller becomes insolvent, makes an assignment for the benefit of
creditors, or a receiver or trustee is appointed for the benefit of
Seller's creditors, or Seller makes a filing for protection from
creditors under any bankruptcy or insolvency laws, or any such filing
is made against Seller.
(c) Seller fails to correct any material defect in the equipment.
(d) Seller breaches the Purchase Order.
(e) Seller fails to comply with applicable laws and regulations.
Prior to termination for default, Seller shall be given notice of the
default and reasonable opportunity to cure such default. Within fifteen
(15) days after such notice, Seller shall either cure such breach or propose
and commence corrective action acceptable to Buyer. If Seller fails to take
such action within fifteen (15) days, Buyer may terminate the Purchase Order
immediately.
Subject to the provisions of Article 41 Sellers Maximum Liability, if
Buyer terminates in such circumstances, it will be entitled to complete the
work on the Equipment to which Buyer has taken title prior to termination
and replace incomplete Equipment in kind, according to this Purchase Order
at Seller's risk and expense. Seller will not be entitled to any further
payments until the cost of completing or replacing the Equipment and all
other costs and losses which have been sustained and which are in the nature
of those recoverable by Buyer under the Purchase Order have been ascertained.
If the total of such sums, when added to the total amounts already paid to
Seller, exceeds what would otherwise have been paid to Seller, Seller will
pay the excess to Buyer. The foregoing remedy provides the extent of Buyer's
rights against Seller for Seller's default.
Seller shall have the right to suspend work on the Equipment after
thirty-five (35) days of non payment of undisputed amounts and to terminate
if undisputed amounts remain unpaid for three (3) months.
13. TERMINATION FOR CONVENIENCE: Buyer will be entitled to terminate the
Purchase Agreement at any time without cause. In the event of such
termination, Buyer shall pay Seller in accordance with the Termination
Schedule, Attachment "B" to the Purchase Order.
Termination for Convenience may be effected on the entire order or on
a block basis, e.g. (2) gas turbines and (1) steam turbine.
14. LAWS AND REGULATIONS: Seller warrants that all goods and services
supplied pursuant to this Purchase Order will comply with all laws,
ordinances and regulations applicable to the manufacture or delivery of the
Equipment furnished under this Purchase Order and, further, Seller shall
obtain all permits, certificates and licenses which may be required for the
manufacture and delivery of the equipment to be supplied hereunder. This
Purchase Order shall be subject to the law and jurisdiction of the State of
Texas unless expressly designated otherwise in the Purchase Order.
Buyer shall advise Seller of changes in any laws, ordinances or
regulations affecting the installation or operation of the Equipment supplied
by Seller. If Seller determines that any such change will result in an
increase or decrease in the Purchase Order price or a change in the
Guaranteed Delivery Date, or a change in other pertinent provisions of the
Purchase Order, Seller shall proceed with a request for change order pursuant
to Article 11 herein.
The United Nations Convention on Contracts for the International Sale
of Goods does not apply to this Purchase Order and shall be disclaimed and
excluded from any contracts placed by Seller with its suppliers.
Seller further warrants that all goods furnished by Seller in
performance of this Purchase Order will comply fully with the Occupational
Safety and Health Act of 1970 (84 U.S. Stat 1590), as amended and the State
plans approved under such Act, and the regulations thereunder, to the extent
applicable to such equipment, and in addition to any other rights or remedies
which Buyer may have, Seller shall indemnify, defend and hold harmless Buyer
and its Owner from and against any and all claims, loss, or liability arising
from failure of such goods to comply therewith.
Seller certifies that it has an affirmative action policy ensuring
equal employment opportunity without regard to race, color, national origin,
sex, age, religion or handicap, that it maintains no employee facilities
segregated on the basis of race, color, religion or national origin and that
it is not debarred or suspended from being awarded Federal or Federally
assisted contracts.
If applicable to this Purchase Order, the following laws, orders and
regulations, as amended, are hereby incorporated by reference: Executive
Order 11246; Vietnam Era Veterans Readjustment Act; Rehabilitation Act of
1973; Veterans Compensation, Education and Employment Act; 41 CFR 60-1.4
(Equal Employment Opportunity); 41 CFR 60-250.4 (Veterans Affirmative
Action); 41 CFR 60-741.4 (Handicap Affirmative Action); 41 CFR 601.40
(Affirmative Action Plans); 41 CFR 601.7 (EE01 Reports); 41 CFR 61650
(Veterans Employment Reports).
Waiver of Consumer Rights. Buyer hereby waives its rights under the
provisions of the Texas Deceptive Trade Practices -- Consumer Protection
Act, TEX. BUS. & COM. Code 17.41 et. seq. Buyer represents that it is a
business consumer.
15. LIENS: Seller agrees to indemnify, hold harmless and defend Buyer and
Owner from and against all laborers', materialman's, mechanics', or other
liens arising from the performance of Seller's obligations under this
Purchase Order and shall keep the premises of Buyer and Owner free from all
such claims, liens, and encumbrances. To the full extent permitted by
applicable law, Seller, for itself and in connection with the work performed
hereunder, waives all rights of lien against the property and premises of
Buyer and Owner for labor performed or for goods furnished for the Work.
Seller hereby subordinates any Liens to which it may be entitled under
Applicable Law or under the provisions of this Purchase Order to any Lien
granted in favor of the Financing Parties, whether such Lien in favor of
Financing Parties is created, attached or perfected prior to or after the
Lien in favor of Seller.
Seller agrees to comply with reasonable requests of Buyer for supporting
documentation required by the Financing Parties, including any necessary lien
waivers, affidavits or other documents that may be required to demonstrate
that Owner's property and premises are free from liens or claims for liens
arising out of the furnishing of Equipment under this Purchase Order. In no
event, however, will Seller be required to obtain such documents from it's
subcontractors or suppliers under this provision.
16. SUSPENSION OF PERFORMANCE: In the event that Buyer notifies Seller that
Financial Closing may be delayed beyond December 20, 1998 and Buyer becomes
unable to make promised payments, the Parties agree to promptly commence
discussions in good faith to reach an agreement on the course of action for
the Parties to take hereunder. If the Parties fail to reach agreement on a
course of action by December 31, 1998, and Seller has issued a Notice of
Termination, Buyer will have nineteen (19) days to cure the Notice of
Termination. If Buyer fails to cure within the nineteen (19) days, Seller may
terminate in accordance with the Termination Schedule contained in Article 13
herein.
17. INDEPENDENT CONTRACTOR: Seller shall act as an independent Contractor
and not as an agent or employee of Buyer or Owner.
18. GRATUITIES: Seller, or its employees, agents or representatives,
shall not offer or give to an officer, official or employee of Buyer or
Owner, payments, loans or other gratuities intended to influence the award
of an order or obtain favorable treatment.
Violation of this Article may be deemed by Buyer to be a material
breach of this Purchase Order and any other Order with Buyer and may subject
all such Orders with Seller to Termination for Default, as well as any other
remedies at law or in equity.
19. CONFIDENTIAL INFORMATION: The Purchase Order documents and all other
information are designated as confidential or proprietary and contents
thereof are referred to as "Information". Buyer and Seller agree to retain
such Information in confidence and not to disclose it to any third party or
use such Information for any other purpose, except as authorized by the other
Party for the performance of this Purchase Order. Seller shall not
publicize the existence or scope of this Purchase Order without Buyer's
written consent. Seller shall require these same agreements on the part of
any supplier of Seller's to whom the Information is disclosed. Seller shall
return all Information and copies thereof to Buyer upon written request.
20. HAZARDOUS MATERIALS: Seller shall notify Buyer in writing if goods
furnished are subject to laws or regulations relating to hazardous or toxic
substances, or when disposed of, to regulations governing hazardous wastes,
or to any other environmental or safety and health regulation. Seller
shall furnish: all appropriate shipping certification; labeling in compliance
with the Workplace Hazardous Materials Information System; Material Safety
Data Sheets in compliance with the Workplace Hazardous Materials Information
System; and instructions for shipping, safety, handling, exposure and
disposal in a form sufficiently clear for use by Buyer's non-technical
personnel and sufficiently specific to identify all action which the user
must take concerning the material. The following certification must be made
on the bill of lading: "This is to certify that the above named articles are
properly classified, described, packaged, marked and labeled and are in
proper condition for transportation according to any applicable
transportation regulations."
21. VALIDITY OF PROVISIONS: In the event any Provision, or any part or
portion of any Provision of this Purchase Order shall be held to be invalid,
void or otherwise unenforceable, such holding shall not affect the remaining
part or portions of that Provision, or any other Provision hereof.
22. DISPUTES AND ARBITRATION:
22.1 Amicable Settlement:
(a) Buyer and Seller shall attempt in good faith to resolve all
disputes arising in connection with the interpretation of application
of the provisions of this Purchase Order or in connection with the
determination of any other matters arising under this Purchase Order
(each, a "Dispute") by mutual agreement in accordance with this
Article 22.
(b) In the event that any Dispute arises between Buyer and Seller,
the aggrieved party shall promptly give a notice to the other party of
the Dispute within ten (10) days after such Dispute arises. If the
parties shall have failed to resolve the Dispute within ten (10) days
after delivery of such notice, each party shall, within five (5) days
thereafter, nominate a senior officer of its management to meet at the
Site, or at any other mutually agreed location, to attempt to resolve
such Dispute. Should the Parties be unable to resolve the Dispute to
their mutual satisfaction within twenty (20) days after such nomination
or, failing such nomination, within ten (10) days following delivery of
such Notice of Dispute, then, at the request of either Buyer or Seller,
such Dispute shall be settled in accordance with the procedures of
Article 22.2.
22.2 Arbitration:
(a) If any Dispute cannot be resolved between Buyer and Seller
pursuant to Article 22.1, then such Dispute shall be settled exclusively
and finally by arbitration provided, however, that arbitration
proceedings for unresolved Disputes regarding Seller's right to changes
in the purchase price or schedule shall be deferred until after
achievement of Commercial Operation. It is specifically understood and
agreed that any Dispute that cannot be resolved between Buyer and Seller
shall be submitted to arbitration irrespective of the of the magnitude
thereof, the amount in question or whether such Dispute would otherwise
be considered justiciable or ripe for resolution by any court or
arbitral tribunal. This Purchase Order and the rights and obligations
of Buyer and Seller shall remain in full force and effect pending the
award in such arbitration proceeding, which award shall determine, if
the circumstances so require, whether and when cancellation or
termination of this Purchase Order shall become effective and the
liability of Buyer and Seller for the costs of the arbitration.
(b) Each arbitration shall be governed by and conducted in accordance
with the provision of the rules of the American Arbitration
Association (the "AAA Rules") as then in effect.
(c) The arbitration agreement between Buyer and Seller set forth in
this Article 22.2, and any arbitration proceedings hereunder, shall be
governed by and construed in accordance with the laws of the State of
Texas, and this paragraph shall be construed accordingly. Where the
AAA Rules do not deal with any issue arising in connection with the
conduct or procedure of the arbitration, such issue shall be resolved
in accordance with the laws of the State of Texas.
(d) The arbitration proceedings shall be conducted in Dallas, Texas,
or other location as may be agreed to between Buyer and Seller.
(e) The award of the arbitrators shall be final and binding, and
shall be the sole and exclusive remedy between Buyer and Seller
regarding any claims, counterclaims, issues, or accountings presented
to the tribunal. Any monetary award shall be made and payable, free
of any tax or other deduction, and shall include interest from the date
of any breach or other violation of this Purchase Order to the date on
which the award is paid, at a rate determined by the arbitrators.
(f) Judgment upon the award rendered by the arbitrators may be
entered by any court having jurisdiction thereof. Buyer and Seller
waive any rights of application or appeal to the courts to the fullest
extent permitted by law in connection with any question of law or fact
arising in the course of the arbitration or with respect to any award
made, except for actions to enforce this arbitration agreement or an
arbitral award made hereunder and actions seeking interim, interlocutory
or other provisional relief in any court of competent jurisdiction. By
agreeing to arbitration, Buyer and Seller do not intend to deprive any
court of its jurisdiction to issue a pre-arbitral injunction,
pre-arbitral attachment or other order in aid of the arbitration
proceedings and the enforcement of any award. Without prejudice to such
provisional remedies in aid of arbitration as may be available under the
jurisdiction of a national court, the arbitral tribunal shall have full
authority to grant provisional remedies and to award damages for the
failure of Buyer or Seller to respect the arbitral tribunal's orders to
that effect.
(g) The costs and fees of the arbitration shall be allocated by the
arbitrators.
22.3 Interim Relief: Either Buyer or Seller, without inconsistency with
this Purchase Order may seek from a court any interim or provisional relief
that may be necessary to protect the rights or property of that party pending
the award of the arbitral tribunal or to obtain any interim or provisional
relief that may be necessary to protect the rights or property of that party
prior to the issuance of a final award by the arbitral tribunal.
22.4 Performance to Continue: During the pendency of any Dispute or
arbitration proceeding undertaken hereunder, Buyer and Seller shall continue
to perform their respective obligations hereunder.
22.5 In the event that Buyer is required to arbitrate a dispute with Owner,
which dispute arises out of this Purchase Order or is in any way connected
with Seller, Seller agrees to join in such arbitration proceeding as Buyer
may direct and shall submit to such jurisdiction and be finally bound by the
judgment rendered in accordance with the arbitration rules as may be
established therein.
23. RIGHT TO OFFSET: Buyer, without waiver or limitation of any rights or
remedies of Buyer or Owner, shall be entitled from time to time to deduct
from any amounts due or owing by Buyer to Seller in connection with this
Purchase Order, any and all amounts owed by Seller to Buyer or Owner,
provided, however, that (i) Buyer may not deduct such amounts from amounts
owed by Buyer to Seller in connection with Purchase Orders or Contracts other
than this Order, and (ii) if it is determined, either by agreement between
Buyer and Seller or through the Disputes and Arbitration provisions of
Article 22 herein, that Buyer has improperly withheld amounts from amounts
owed to Seller, then Buyer shall promptly pay such amounts, with interest
equal to the Prime Rate plus two per-cent from the date that the withheld
payment was due.
24. NOT USED.
25. SURVIVAL: The provisions of this Purchase Order which by their nature
are intended to survive the termination, cancellation, completion or
expiration of this Purchase Order -- indemnity, insurance, warranty and
confidentiality -- shall continue as valid and enforceable obligations of the
parties notwithstanding any such termination, cancellation, completion or
expiration.
26. NOT USED.
27. NOT USED.
28. INSURANCE: Seller shall arrange and pay for insurance as follows:
(a) Commercial general liability insurance, including
products/completed operations, with a combined single limit of not less
than $1,000,000 for each occurrence and not less than $1,000,000 in the
aggregate.
(b) Comprehensive automobile liability insurance, with a combined
single limit of not less than $1,000,000 for each person and not less
than $1,000,000 for each accident.
(c) Workers' Compensation insurance or certified self-insurance in
accordance with statutory requirements and employers' liability
insurance with limits of not less than $1,000,000 for each occurrence.
(d) Umbrella liability insurance covering general liability,
products/completed operations, auto and employers' liability, with a
combined single limit of not less than $4,000,000 per occurrence and
in the aggregate.
Seller shall furnish Buyer within 30 days after the effective date of
the Purchase Order, certificates of insurance from insurance companies with
an established good reputation, who are financially sound, and reasonably
acceptable to Buyer, which shall include a provision that such insurance
shall not be canceled without at least 30 days written notice to Buyer, Owner
and the Financing Parties. Seller shall include Buyer, Owner and Financing
Parties, and any of their parent or affiliated companies, as additional
insureds on all the insurance policies except workers' compensation. The
insurance coverage provided by Seller should be primary and non-contributing
with respect to any other insurance carried by or available to Buyer.
29. SAFETY AND HEALTH REGULATIONS: While on the premises of Buyer or
Owner, Seller and its employees shall comply with all applicable safety and
health laws, regulations, and ordinances and with the safety, health and
plant regulations of Buyer and Owner, and shall ensure that all of its
employees and agents have a safe place of work on said premises. Seller
shall keep said premises and the vicinity thereof clean of debris and rubbish
caused by its work and, upon completion of its work, shall leave the premises
clean and ready for use. Upon request of Buyer or Owner, and at no cost or
expense to Buyer or Owner, Seller shall promptly remove from said premises
any person under the control of Seller who violates any of the aforesaid
safety, health or plant laws, regulations, ordinances or rules or who may
cause or threaten to cause a breach of the peace, or who is otherwise
objectionable to Buyer or Owner.
30. NOT USED.
31. FINANCING: The development and construction of the Project will be
financed on a non-recourse project finance basis through bond offerings from
the Financing Parties. Seller will assist Owner in its endeavors relating
to the financing of the Project, and cooperate with the Financing Parties by
providing such information and access, and in agreeing to such subordination
agreements, consents, opinions, certificates, direct agreements and other
matters, as the Financing Parties may reasonably require or as otherwise may
be customary in transactions of this type.
32. NOT USED
33. PERFORMANCE GUARANTEES: Seller guarantees that the Equipment will meet
the following Performance Guarantees, complete descriptions of and conditions
for which are contained in the Purchase Specification:
(a) Equipment Net Power Output Guarantee
(b) Equipment Net Heat Rate Guarantee
(c) Equipment Exhaust Energy Guarantee
(d) Emissions Guarantee
(e) Noise Guarantee
34. MINIMUM PERFORMANCE LEVELS: The Equipment must meet the Minimum
Performance Levels set forth in the Purchase Specification in order to
achieve Commercial Operation. Achievement of Minimum Performance Levels is
an obligation of Seller under this Purchase Order and not subject to buydown
by payment of Liquidated Damages.
35. MINIMUM PERFORMANCE TEST: Seller's achievement of Minimum Performance
Levels for the purpose of achieving Commercial Operation shall be determined
on the basis of a Minimum Performance Test, to be conducted in accordance
with the Purchase Specification.
36. COMMERCIAL OPERATION: The Equipment shall be deemed to have achieved
Commercial Operation when all of the following requirements have been met:
(a) Mechanical Completion has been achieved.
(b) The Equipment meets Minimum Performance Levels as demonstrated in
the Minimum Performance Test.
(c) The Phase successfully passes the Electric Utility's Capacity
Test.
(d) The Phase successfully passes the Electric Utility's Minimum
Stability Test.
(e) The Equipment has been demonstrated as capable of being operated
safely, normally and continuously in accordance with the requirements
of this Purchase Order, at all operating levels stipulated in the
Specification.
(f) The Phase has been synchronized with the Grid in accordance with
the Specification and the Electric Utility's requirements.
For determination of Commercial Operation of Seller's Equipment, phase
tests (c), (d) and (f) shall not prevent Seller's Equipment from being
deemed to have achieved Commercial Operation if failure of the phase in
such tests is not due to any defect or deficiency of Seller's Equipment.
37. GUARANTEED PERFORMANCE TEST: Seller's compliance with Guaranteed
Performance Levels shall be determined via one of the following:
(a) If the equipment meets all Guaranteed Performance Levels during the
Minimum Performance Test, the Equipment will be deemed to have met the
Performance Guarantees and no further performance testing is required.
(b) If the Equipment meets the Minimum Performance Levels during the
Minimum Performance Test, but does not meet one or more of the
Guaranteed Performance Levels, then after Commercial Operation the
Equipment shall be subjected to a Guaranteed Performance Test.
If the Equipment fails during such test to meet one or more of the
Guaranteed Performance Levels, Seller shall, at its option, (i) pay
Performance Liquidated Damages for such deficiency, or (ii) take corrective
action, after which the Equipment shall be re-tested at Seller's expense,
including the cost of fuel.
If the Equipment still fails to meet the Guaranteed Performance Levels,
Seller may make additional corrections and retests until 150 days after the
Commercial Operation date for the affected phase. If at the end of the 150
day period, the equipment does not meet the Performance Guarantees, Seller
shall pay Performance Liquidated Damages as described below.
38. LIQUIDATED DAMAGES: Seller agrees to pay to Buyer the following
amounts as Liquidated Damages, and not as a penalty, for failure of Seller's
Equipment to meet Performance and Schedule Delivery Guarantees:
38.1 Performance Liquidated Damages:
EPC Contractor has guaranteed a Net Power Output of 1,000 MW and a Net
Heat Rate of 7,000 BTU/kWH (HHV) for the Plant. These guarantees are
based on Seller's Equipment Guarantees as defined in the Purchase
Specification. To the extent that failure of the Equipment to meet
Guaranteed Performance Levels results in failure to meet the foregoing
Plant Performance Guarantee, Seller shall pay to Buyer Liquidated
Damages. Seller will not be assessed Performance Liquidated Damages
provided:
The Plant meets its overall Performance Guarantees, or
Seller's Equipment meets each of the Guaranteed Performance
Levels as defined in the Purchase Specification.
Subject to the foregoing, Performance Liquidated Damages will be
assessed as follows:
(a) Failure to meet Net Power Output Guarantee: If the Net Power
Output of the Equipment, as determined in accordance with the Purchase
Specification, is less than the Net Power Output Guarantee, Seller
shall pay to Buyer an amount equal to $600 per kW multiplied by the
difference of the Equipment Net Electrical Power Output Guarantee less
the actual Net Electrical Power Output of the Equipment (each measured
in kW).
(b) Failure to meet Net Heat Rate Guarantee: If the Net Heat Rate of
the Equipment, as determined in accordance with the Purchase
Specification, is greater than the Equipment Net Heat Rate Guarantee,
Seller shall pay to Buyer an amount equal to $90,000 per Btu per kWh
multiplied by the difference of the Net Heat Rate of the Equipment less
the Equipment Net Heat Rate Guarantee (each measured in Btu per kW).
38.2 Schedule Liquidated Damages:
(a) If Seller fails to deliver to the EPC Contractor any drawing that
has been denoted with a double asterick (**) as subject to liquidated
damages in attached Forms SDR-D/FD, Supplier Drawing and Data
Requirement, Seller shall pay to the EPC Contractor for each late
drawing for each calendar day beyond the Due Date specified in the
Forms SDR-D/FD, the following amounts:
Days Late Daily Amount
1 through 7 $500
8 through 14 $1,000
15 through 21 $1,500
22 or Greater $2,000
In no event shall the Seller's aggregate liability for failure to
deliver drawings under this provision exceed $500,000.
(b) Failure to deliver all Equipment by the Guaranteed Shipping Dates:
If Seller fails to deliver any item of the Equipment by the Guaranteed
Shipping Dates, as required by Section 8.0 of the Purchase Order, Seller
shall pay to Buyer an amount equal to the following based on the total
number of calendar days beyond the Guaranteed Shipping Dates that such
shipment of the last Major Component of each Unit is actually made.
Days after Schedule
Guaranteed Ship Date Liquidated Damages
1 - 15 days $15,000/day/Unit*
16 - 30 days $25,000/day/Unit*
Greater than 30 days $50,000/day/Unit*
For the purposes of assessing Schedule Liquidated Damages, "Unit" is
defined as the Major Components applicable to each Gas Turbine Generator
(GTG) Package or Steam Turbine Generator (STG) Package. In no event
will Schedule Liquidated Damages exceed 20 percent (20%) of the price
allocated to the respective GTG or STG.
(c) Buyer may assess and Seller agrees to pay Liquidated Damages, under
the terms of this Purchase Order, for each day that each respective
Phase fails to achieve Commercial Operation by its Guaranteed Commercial
Operation Date due to the fault of Seller. Assessment of such
Commercial Operation Liquidated Damages is subject to the following:
(1) Owner/Buyer/EPC Contractor do not elect at their discretion
to delay, modify or waive Commercial Operation requirements.
(2) Buyer/EPC Contractor allows thirty (30) days from first roll
of each Unit to complete Unit check outs, including adjustments
or corrections to make each Unit ready for testing.
(3) Buyer/EPC Contractor shall make reasonable efforts to provide
necessary resources, including fuel, labor, operating personnel, et
al, and operating load to commission each Unit for the above period.
(4) EPC Contractor provides Seller its commissioning schedule no
less than 45 days prior to commencement for the first Unit, and
provides notices of delays or changes. In addition, EPC Contractor
agrees to notify Seller promptly of any nonconformance of Seller's
equipment known to EPC Contractor that will result in failure to
achieve the Guaranteed Commercial Operation Date.
(5) If Seller is assessed and pays Delivery Delay Liquidated
Damages as provided in 38.2(a), then such payment shall be the
exclusive remedy for such delay, and no further Commercial
Operation Liquidated Damages will be assessed for that same event.
Based on the foregoing, and provided such Liquidated Damages are
assessed by Owner/Buyer, Seller agrees to pay an amount equal to the
following:
Phase I -- Guaranteed Commercial Operation Date June 30, 2000
*1 - 30 Days Late $ 65,000/Day
*Greater than 30 Days Late $ 90,000/Day
Phase II -- Guaranteed Commercial Operation Date August 31, 2000
*1 - 60 Days Late $ 65,000/Day
*Greater than 60 Days Late $ 90,000/Day
In the event Buyer's failure to achieve Commercial Operation by the
above dates is not solely due to Seller's fault, then Seller shall only
be responsible for payment of that portion of any assessed Liquidated
Damages as shown to be attributable to Seller.
39. GOVERNMENTAL CONSENTS: Seller will be responsible for obtaining
governmental licenses, permits, approvals, consents, etc., only as they
relate to the manufacture of the Equipment at the Seller's facilities and as
related to the delivery of the Equipment to the nearest accessible rail
siding to the site.
40. SUBCONTRACTING: Seller may subcontract components to its approved
vendors identified on Seller's ISO 9000 list provided to Buyer. All
subcontracts specific to this Purchase Order or project will allow for
assignment to Buyer, Owner, and the Financing Parties. In no event will
subcontracting relieve Seller of any obligation or liability under the
Purchase Order.
41. SELLER'S MAXIMUM LIABILITY: Seller's maximum aggregate liability will
be limited to:
(a) 30% of the purchase price under the Purchase Order for all
Liquidated Damages,
(b) 100% of the purchase price under the Purchase Order for breach of
its obligations (including Performance Liquidated Damages, Liquidated
Damages for Delay in Achievement of Commercial Operation and
Liquidated Damages for Failure to Meet Guaranteed Delivery Dates;
Seller's liability on all claims of any kind, and that of its
subcontractors and suppliers, whether said claims are based on contract,
guarantee, indemnity, warranty, tort, including negligence of Seller or
any subcontractor of supplier, strict liability or otherwise, and
whether said claims are for any and all losses or damages arising out
of, connected with, or resulting from this Purchase Order, or from the
performance or breach thereof, or for services on Equipment or materials
covered by or furnished pursuant to this Purchase Order; plus
(c) Unlimited liability for third party injury and property damage
caused by acts or omissions of Seller (with third party defined as not
a member of Buyer, its vendors or subcontractors, or Owner); plus
(d) Liability for warranties of title and patents.
Except for Seller's liabilities for paragraph (c) and (d) above, all
other liabilities of Seller shall terminate six years from the date of
shipment of the Equipment.
In no event, whether as a result of breach of contract, warranty, tort
(including negligence), strict liability, indemnity, or otherwise, shall
Seller or its subcontractors or suppliers be liable for loss of profit or
revenues, loss of use of the Equipment or any associated equipment, cost of
capital, cost of substitute equipment, facilities, services or replacement
power, downtime costs, claims of Buyer, customers, or for any special,
consequential, incidental, indirect or exemplary damages.
Payment of Liquidated Damages as herein provided shall be Buyer's sole
and exclusive remedy for failure to meet performance guarantees, late
delivery or delay in achieving Commercial Operation due to fault of Seller.
If Seller furnishes Buyer with gratuitous advice or other assistance
which concerns any products supplied hereunder or any system or equipment
in which any such product may be installed and which is not required pursuant
to this Contract and is not part of Seller's workscope, the furnishing of
such advice or assistance will not subject Seller to any liability, whether
in contract, warranty, tort (including negligence), strict liability,
indemnity, or otherwise.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEC FORM
10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1998
<PERIOD-END> SEP-30-1997 SEP-30-1998
<CASH> 95,757,371 72,959,232
<SECURITIES> 0 0
<RECEIVABLES> 9,786,837 12,168,731
<ALLOWANCES> 0 0
<INVENTORY> 6,264,549 6,135,122
<CURRENT-ASSETS> 112,066,634 91,342,967
<PP&E> 331,122,400 373,909,544
<DEPRECIATION> (38,114,058) (47,205,004)
<TOTAL-ASSETS> 491,881,769 477,745,740
<CURRENT-LIABILITIES> 25,994,144 29,639,799
<BONDS> 349,667,769 346,390,737
0 0
0 0
<COMMON> 10 10
<OTHER-SE> (133,940,235) (155,488,582)
<TOTAL-LIABILITY-AND-EQUITY> 491,881,769 477,745,740
<SALES> 48,785,940 60,735,562
<TOTAL-REVENUES> 54,319,665 67,101,080
<CGS> 20,867,693 19,741,409
<TOTAL-COSTS> 28,224,406 32,612,716
<OTHER-EXPENSES> 9,633,278 10,332,033
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 40,293,506 43,239,603
<INCOME-PRETAX> (23,831,525) (19,083,272)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (23,831,525) (19,083,272)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (23,831,525) (19,083,272)
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
