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Exhibit 10.4
CONFIDENTIAL
FINAL
ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT
Between
TENASKA GEORGIA I, L.P.
(Owner)
and
ZACHRY CONSTRUCTION CORPORATION
(Contractor)
DATED: September 15, 1999
CONFIDENTIAL
An asterisk ([*]) indicates that confidential information has been omitted
and filed separately with the Securities and Exchange Commission as part of a
Confidential Treatment Request.
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CONFIDENTIAL
TABLE OF CONTENTS
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Article 1. Definitions...........................................................................................1
Acceptance Testing.......................................................................................1
Acceptance Testing Notice................................................................................1
Acceptance Certificate for Commercial Operation..........................................................1
Affiliate................................................................................................1
Agreement................................................................................................2
Applicable Laws..........................................................................................2
Applicable Insurance Policies............................................................................2
Associated Company.......................................................................................2
Authorization to Proceed.................................................................................2
Authorization to Proceed Date............................................................................2
Availability Guarantee...................................................................................2
Availability Test........................................................................................3
Business Days............................................................................................3
Cancellation Notice......................................................................................3
CEMS Requirements........................................................................................3
Certificate of Mechanical Completion.....................................................................3
Change of Law............................................................................................3
Change Order.............................................................................................3
Check Out................................................................................................3
Combustion Turbine Evaporative Cooler Test...............................................................3
Commercial Operation.....................................................................................4
Commercial Operation Net Heat Rate.......................................................................4
Commercial Operation Output..............................................................................4
Confidential.............................................................................................4
Confidentiality Agreement................................................................................4
Construction Financing...................................................................................4
Construction Lender......................................................................................4
Construction Loan Agreement..............................................................................4
Contractor...............................................................................................4
Contractor Consent and Agreement.........................................................................4
Contractor Default.......................................................................................4
Contractor's Fixed Price.................................................................................4
Contractor's Intellectual Property.......................................................................4
Contractor's Representative..............................................................................4
Contractor's Site Representative (or Construction Manager)...............................................4
Contractor's Work Schedule...............................................................................4
Day or Days..............................................................................................4
Defect(s)................................................................................................4
Delivery Point...........................................................................................5
Demonstration Tests......................................................................................5
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Directed Work Order......................................................................................5
Dispute..................................................................................................5
Dispute Notice...........................................................................................5
Drawings.................................................................................................5
Emission Tests...........................................................................................5
Equipment................................................................................................5
Exempt Property..........................................................................................6
Extension Period.........................................................................................6
Final Acceptance.........................................................................................6
Force Majeure............................................................................................6
Functional Testing.......................................................................................6
Gas Purchase Agreements..................................................................................6
Good Utility Practice....................................................................................6
Guarantee................................................................................................6
Guarantors...............................................................................................6
Guaranteed Lump Sum Price................................................................................6
Hazardous Materials......................................................................................6
Indemnitees..............................................................................................7
Independent Engineer.....................................................................................7
Interconnection Points...................................................................................7
Landscaping..............................................................................................7
Limited Notice to Proceed................................................................................7
Lower-tier Subcontractor.................................................................................7
Mechanical Completion....................................................................................7
Monthly Progress Report..................................................................................7
MW.......................................................................................................7
New Schedule.............................................................................................7
Notice of Mechanical Completion..........................................................................7
Old Schedule.............................................................................................7
Owner....................................................................................................7
Owner Caused Delay.......................................................................................8
Owner IP Indemnified Parties.............................................................................8
Owner's Agent............................................................................................8
Owner's Project Manager..................................................................................8
Owner's Security.........................................................................................8
Owner's Site Representative..............................................................................8
Owner Tests..............................................................................................8
P&ID's...................................................................................................8
PECO.....................................................................................................8
PECO Tests...............................................................................................8
Performance Minimums.....................................................................................8
Performance Tests........................................................................................8
Person...................................................................................................8
Phases...................................................................................................8
Phase I..................................................................................................8
Phase II.................................................................................................8
Plant....................................................................................................9
Plant Premises...........................................................................................9
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Power Purchase Agreement.................................................................................9
Pre-existing Hazardous Materials.........................................................................9
Public Sector Entity.....................................................................................9
Punch List...............................................................................................9
Request for Directed Work Order..........................................................................9
Retainage................................................................................................9
Retest Period............................................................................................9
Scheduled Date of Commercial Operation...................................................................9
Scope of Work...........................................................................................10
Section 12.3(c) Notice..................................................................................10
Subcontractor...........................................................................................10
Suspension Notice.......................................................................................10
System..................................................................................................10
System Testing for Mechanical Completion................................................................10
Turbine Contract........................................................................................10
Work....................................................................................................10
Article 2. Scope of Work........................................................................................11
Article 3. Payment..............................................................................................22
Section 3.1. Contract Price and Payment - Liens - Retainage............................................22
Article 4. Change Order.........................................................................................36
Article 5. Owner's Responsibility...............................................................................41
Article 6. Owner Review.........................................................................................43
Article 7. Power Contract Design and Operating Requirements.....................................................45
Article 8. Construction Financing...............................................................................46
Section 8.1 Construction Lender's Requirements.........................................................46
Article 9. Warranties............................................................................................49
Section 9.1 Engineering Design and Performance Warranties..............................................49
Section 9.2 Equipment Warranties.......................................................................49
Section 9.3 Construction Warranties....................................................................50
Section 9.5 Emission Warranty..........................................................................51
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Section 9.6 Water Discharge Warranty...................................................................51
Section 9.7 Noise Pollution Warranty...................................................................51
Section 9.8 Other Warranties...........................................................................53
Section 9.9 Corrections................................................................................55
Section 9.10 Warranty Period...........................................................................56
Article 10. Owner's Right to Cure Work and Set Off..............................................................58
Article 11. Mechanical Completion, Functional Testing...........................................................60
Section 11.1 Mechanical Completion.....................................................................60
Section 11.2 Issuance of a Certificate of Mechanical Completion........................................62
Article 12. Acceptance Testing, Commercial Operation and Final Acceptance.......................................65
Section 12.1 Acceptance Testing Procedures.............................................................65
Section 12.2 Requirements and Notification for Acceptance Testing - Commercial Operation Defined.......66
Section 12.3 Acceptance Testing to Achieve Commercial Operation........................................70
Section 12.4 Final Acceptance..........................................................................78
Article 13. Liquidated Damages...................................................................................80
Section 13.1 Late Commercial Operation Liquidated Damages..............................................80
Section 13.2 Effect of Liquidated Damages for Late Commercial Operation................................82
Section 13.3 Output Liquidated Damages.................................................................83
Section 13.4 Commercial Operation Net Heat Rate Liquidated Damages.....................................83
Section 13.5 Effect of Liquidated Damages for Output and Heat Rate.....................................85
Section 13.6 Reduction of Guaranteed Lump Sum Price for Liquidated Damages - Interest..................85
Section 13.7 Liquidated Damages for Late Delivery of Loan Documents....................................86
Section 13.8 Reasonableness of Liquidated Damages......................................................86
Article 14. Limitation of Liabilities...........................................................................88
Section 14.1 Limitation of Liquidated Damages.........................................................88
Section 14.2 Damage Disclaimer.........................................................................88
Section 14.3 Limitations Valid in All Events...........................................................89
Section 14.4 Warranty Limitation.......................................................................89
Section 14.5 Limitation of Liability for Turbines......................................................90
Section 14.6 Survival..................................................................................90
Article 15. Insurance...........................................................................................91
Section 15.1 Proof of Coverage.........................................................................91
Section 15.2 Insurance Policies........................................................................91
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Section 15.3 Limitation of Liability...................................................................92
Section 15.4 Coverage and Limits of Liability..........................................................92
Section 15.5 All Risk Builder's Risk Coverage..........................................................93
Section 15.6 Major Loss Termination....................................................................96
Section 15.7 Risk of Loss..............................................................................96
Section 15.8 Contractor Equipment......................................................................97
Section 15.9 Foreign Sourced Equipment.................................................................97
Article 16. Force Majeure.......................................................................................99
Article 17. Indemnifications...................................................................................103
Section 17.1 Indemnification of Owner.................................................................103
Section 17.2 Intellectual Property Infringement Indemnification.......................................103
Section 17.3 Limitation on Contractor's Indemnification...............................................104
Section 17.4 Notice of Claim for Indemnification......................................................104
Section 17.5 Failure to Defend........................................................................105
Section 17.6 Industrial Insurance Waiver..............................................................105
Section 17.7 Survival.................................................................................106
Article 18. Termination - Suspension by Contractor - Dispute Procedure.........................................107
(a) Termination Prior to Authorization to Proceed............................................107
(b) Termination Subsequent to Authorization to Proceed.......................................107
(c) Effect of Termination Other Than for Contractor's Default................................108
Section 18.1 Termination by Owner for Contractor's Default.............................................108
Section 18.2 Termination for Insolvency of a Party....................................................111
Section 18.3 Nonpayment by Owner......................................................................111
(a) Default..................................................................................111
(b) Termination - Suspension by Contractor...................................................112
Section 18.4 Limitation of Termination and Suspension by Contractor...................................113
Section 18.5 Dispute - Continuing Agreement Performance...............................................113
Section 18.6 Payment Requirements.....................................................................114
Section 18.7 Termination - Suspension of the Turbine Contract.........................................114
Article 19. Suspension of Work by Owner........................................................................115
Section 19.1 Suspension of Work by Owner..............................................................115
Article 20. Limited Notice to Proceed; Authorization to Proceed................................................119
Section 20.1 Limited Notice to Proceed................................................................119
Section 20.2 Authorization to Proceed.................................................................119
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(a) Requirement of Authorization to Proceed..................................................119
(b) Authority................................................................................120
(c) Time Extensions..........................................................................120
(d) Late Delivery of Authorization to Proceed................................................120
Article 21. Assignment.........................................................................................121
Article 22. Confidentiality....................................................................................123
Article 23. Compliance with Law and Venue......................................................................127
Article 24. Plant Accounting...................................................................................128
Article 25. Availability Guarantee.............................................................................129
Article 26. Owner and Contractor Representative................................................................130
Section 26.1 Owner's Project Manager..................................................................130
Section 26.2. Owner's Site Representative..............................................................130
Section 26.3. Owner's Agent............................................................................130
Section 26.4. Owner's Representatives; Miscellaneous...................................................130
Section 26.5. Contractor's Site Representative.........................................................132
Section 26.6. Contractor's Representative..............................................................133
Section 26.7. Contractor's Representatives; Miscellaneous..............................................133
Article 27. General Provisions..................................................................................135
Section 27.1. Royalties and License Fees...............................................................135
Section 27.2. Notices..................................................................................135
Section 27.3. Independent Contractor...................................................................136
Section 27.4. Safety Precautions.......................................................................137
Section 27.5. Title to the Plant Premises..............................................................138
Section 27.6. Quality Assurance........................................................................139
Section 27.7. Severability of Provisions...............................................................139
Section 27.8. Entire Agreement.........................................................................139
Section 27.9. Counterparts.............................................................................140
Section 27.10. Applicable Law..........................................................................140
Section 27.11. Headings and Construction...............................................................140
Section 27.12. Sole Benefit............................................................................141
Section 27.13. Successors and Assigns..................................................................141
Section 27.14. Limitation of Owner's Liability.........................................................141
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Section 27.15. Contractor Responsibility...............................................................
Section 27.16. Survival................................................................................142
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LIST OF EXHIBITS AND ATTACHMENTS
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EXHIBIT A PROJECT DESCRIPTION
Attachment I Site Location
Attachment II Preliminary Water Balance & Preliminary Water Analysis
Attachment III Preliminary Services Building Arrangement
Attachment IV Preliminary Geotech Report
Attachment V Site Legal Descriptions and Topo Map
EXHIBIT B SCOPE OF WORK
Attachment I Design Guide Drawings
Attachment II Redacted Electrical Utility Interconnection Agreements
Attachment III Not Used
Attachment IV Redacted Power Purchase Agreement
Attachment V Control system Configuration Block diagram
Attachment VI Extended Warranty Equipment List
EXHIBIT C LIMITED NOTICE TO PROCEED
EXHIBIT D ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFICATIONS
EXHIBIT E NOT USED
EXHIBIT F PROJECT SCHEDULE
EXHIBIT G OWNER SUPPLIED PERMITS
EXHIBIT H TURBINE CONTRACT
Appendix A Combustion Turbine Generator and Steam Turbine Generator
Specifications
Appendix B GE Payment and Cancellation Charge Schedules
Appendix C GE Guaranteed Performance Criteria
Appendix D GE Option Pricing
Appendix E GE Training
Appendix F Not Used
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Appendix G Documentation and Special Requirements
Appendix H EPC Project Schedule
Appendix I Technical Advisory Services and Commissioning Assistance
Appendix J Not Used
Appendix K Site Legal Description
Appendix L Customer Witness Plan
Appendix M Rights and Obligations Retained by Buyer
EXHIBIT I MONTHLY PROGRESS REPORT/SCHEDULE OF VALUES
EXHIBIT J SCOPE CHANGE, UNITS, RATES AND OPTION PRICING
EXHIBIT K GUARANTEES
EXHIBIT L DOCUMENT DISTRIBUTION
EXHIBIT M APPROVED SUBCONTRACTORS AND VENDORS
EXHIBIT N LENDER DOCUMENTS REQUIRED OF CONTRACTOR
EXHIBIT O GE PAYMENT PROCEDURES
EXHIBIT P CALCULATION OF ESCALATION
EXHIBIT Q LETTER OF CREDIT
EXHIBIT R CERTIFICATE OF CONSTRUCTION CONTRACTOR
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AGREEMENT
THIS AGREEMENT ("Agreement") dated September 15, 1999 is made and
entered into by and between TENASKA GEORGIA I, L.P., a Delaware limited
partnership (hereinafter "Owner"), and ZACHRY CONSTRUCTION CORPORATION, a
Delaware corporation (hereinafter "Contractor").
W I T N E S S E T H
WHEREAS, Owner desires to build an electric generating facility (the
"Plant" as hereinafter defined) on Owner's Plant Premises, located in Heard
County, Georgia; and
WHEREAS, Contractor desires and is willing to design the Plant, procure
all necessary Equipment and manuals for the Plant, construct and start-up the
Plant under the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and agreements
hereinafter set forth, the parties, intending to be legally bound, agree as
follows:
Article 1. DEFINITIONS.
The defined terms used in this Agreement and in all Exhibits shall have
the meanings specified in this Article 1.
ACCEPTANCE TESTING has the meaning set forth in Section 12.1.
ACCEPTANCE TESTING NOTICE has the meaning set forth in Section 12.2(b).
ACCEPTANCE CERTIFICATE FOR COMMERCIAL OPERATION has the meaning set
forth in Section 12.3(e).
AFFILIATE of a party means any person or entity that directly or
indirectly controls, is controlled by, or is under common control with such
party. For the purposes of this definition "control" shall mean the power and
authority to direct the management and operations of the
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controlled person or entity either through ownership of or control of 50% or
more of the voting interests thereof or otherwise through control of the
managing group.
AGREEMENT means this document, as amended from time to time, which
includes the Drawings and attached Exhibits. In the event of any conflict,
inconsistency or variation between this document and any of such Exhibits or
Drawings, the terms and provisions of this document shall prevail; in the
event of any conflict, inconsistency or variation between the Exhibits and
the Drawings, the Exhibits shall prevail.
APPLICABLE LAWS means all laws, ordinances, rules, regulations,
orders, interpretations, requirements, standards, codes, resolutions,
licenses, permits, judgments, decrees, injunctions, writs and orders of any
court, arbitrator, or governmental (federal, national, state, municipal,
local or other), agency, body, instrumentality or authority that are
applicable to either or both of the Parties, the Plant, the Plant Premises,
the Work or the terms of this Agreement, including all environmental and
Hazardous Materials laws which are applicable to the Plant Premises and which
are at any time applicable to performing the Work; provided however, with
respect to air emissions from the Plant, Applicable Laws mean those
requirements set forth in Exhibit G, and with respect to noise emissions form
the Plant, Applicable Laws means those requirements set forth in Section 3.25
of Exhibit A.
APPLICABLE INSURANCE POLICIES means all policies of insurance
procured or obtained by Contractor and Subcontractors in respect of the Plant
or the performance of the Work and, to the extent applicable to the Work, the
provisions of those insurance policies procured or to be procured by Owner,
copies of which Owner has delivered to Contractor prior to the date of this
Agreement or thereafter.
ASSOCIATED COMPANY means, with respect to a certain Person (a) any
Person which has a right to vote directly or indirectly more than 20% of the
voting interests of such Person, (b) any Person which has voting interests
which are more than 20% owned or controlled directly or indirectly by such
Person, and (c) any Person which has voting interests which are more than 20%
owned by more than 20% of the direct or indirect owners of such Person.
AUTHORIZATION TO PROCEED has the meaning set forth in Section 20.2
AUTHORIZATION TO PROCEED DATE has the meaning set forth in Section
20.2(c).
AVAILABILITY GUARANTEE means with respect to the Plant, the
guarantee described in Article 25.
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AVAILABILITY TEST shall have the meaning set forth in Section 12.1.
BUSINESS DAYS mean all calendar days except Saturdays, Sundays and
all legal holidays of the United States or the State of Georgia.
CANCELLATION NOTICE has the meaning set forth in Section 12.2(b).
CEMS REQUIREMENTS has the meaning set forth in Section 12.2(c).
CERTIFICATE OF MECHANICAL COMPLETION has the meaning set forth in
Section 11.1. The issuance of a Certificate of Mechanical Completion by Owner
means the acceptance of delivery by Owner, in accordance with Section 11.2,
of some or all of a particular System or Unit, and later when applicable,
Phase I or Phase II of the Plant, but does not mean or imply acceptance,
approval or acquiescence of all or any part of the Plant or the Work and
shall not mean nor imply the transfer of risk of loss to Owner.
CHANGE OF APPLICABLE INSURANCE POLICY means the modification to or
addition of an Applicable Insurance Policy after the date of this Agreement
that establishes requirements for the Work that are materially more
restrictive than the most restrictive requirements (i) in effect as of the
date of this Agreement or (ii) agreed to by Contractor in this Agreement or
in any agreement with the Construction Lender.
CHANGE OF LAW means the adoption, promulgation, modification or
reinterpretation of Applicable Laws by any Public Sector Entity after the
date of this Agreement, that establishes requirements for the Work that are
materially more restrictive than the most restrictive requirements (i) in
effect as of the date of this Agreement, (ii) specified in any applications
filed by Contractor or other documents filed by Contractor in connection with
such applications for any permits required to be obtained by Contractor under
this Agreement, so long as such requirements are not more restrictive than
Applicable Laws in effect as of the date of this Agreement, or (iii) agreed
to by Contractor in this Agreement or in any agreement with the Construction
Lender.
CHANGE ORDER has the meaning set forth in Section 4(a).
CHECK OUT means the physical inspection, component testing and
verification of a System in preparation of determining Mechanical Completion
and subsequently its readiness for Functional Testing.
COMBUSTION TURBINE EVAPORATIVE COOLER TEST has the meaning set forth
in Section 12.1.
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COMMERCIAL OPERATION has the meaning set forth in Section 12.2(c).
COMMERCIAL OPERATION NET HEAT RATE has the meaning set forth in
Section 13.4.
COMMERCIAL OPERATION OUTPUT has the meaning set forth in Section
13.3.
CONFIDENTIAL has the meaning set forth in Section 22(b).
CONFIDENTIALITY AGREEMENT has the meaning set forth in Section
22(c)(i).
CONSTRUCTION FINANCING means the financing obtained or committed to
by Owner for the purpose of financing the construction of the Plant.
CONSTRUCTION LENDER means any Person providing Construction
Financing (including any agent or representative thereof).
CONSTRUCTION LOAN AGREEMENT means the agreement entered into by
Owner with one or more financial institutions for financing the construction
of the Plant.
CONTRACTOR means Zachry Construction Corporation, a Delaware
corporation.
CONTRACTOR CONSENT AND AGREEMENT means the Consent and Agreement to
be entered into by and between Contractor and Construction Lender.
CONTRACTOR DEFAULT has the meaning set forth in Section 18.1.
CONTRACTOR'S FIXED PRICE has the meaning set forth in Section 3.1(a).
CONTRACTOR'S INTELLECTUAL PROPERTY has the meaning set forth in
Section 22(e).
CONTRACTOR'S REPRESENTATIVE means the individual designated by the
Contractor as agent to perform those responsibilities and duties identified
in Section 26.6.
CONTRACTOR'S SITE REPRESENTATIVE (or CONSTRUCTION MANAGER) means the
individual designated by the Contractor as its agent to perform those
responsibilities and duties identified in Section 26.5.
CONTRACTOR'S WORK SCHEDULE means the schedule for performing the
Work, prepared by Contractor in good faith and supported by critical path
analysis, as revised by Contractor from time to time to reflect changing
conditions. The initial Contractor's Work Schedule is attached to this
Agreement as Exhibit "F."
DAY or DAYS shall mean calendar days unless otherwise specifically
defined.
DEFECT(S) means any and all design, engineering, construction,
manufacturing, installation, materials, Equipment, Work, tools, or supplies
which (i) does not conform to the Scope of Work, the
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Drawings or the terms of this Agreement, including the requirements
identified in Exhibit "D", (ii) fails to comply with Good Utility Practice,
(iii) is not of specified quality, (iv) is of improper or inferior
workmanship, and/or (iv) is not suitable for use under the climatic and range
of operating conditions applicable to the Plant.
DELIVERY POINT shall mean the locations where electric power is
delivered to PECO, as shown on Attachment I to Exhibit B.
DEMONSTRATION TESTS has the meaning set forth in Section 12.1(b)(ii).
DESIGNATED CONTRACTS means those contracts which are entered into
for the purchase of Designated Equipment.
DESIGNATED EQUIPMENT means any Equipment (other than Equipment
subject to the Turbine Contract) which Owner designates in writing to
Contractor for purchase in Owner's name by Contractor, as attorney-in-fact or
agent for Owner.
DEVELOPMENT AUTHORITY means the Development Authority of Heard
County, Georgia.
DIRECTED WORK ORDER has the meaning set forth in Section 9.9(a).
DISPUTE has the meaning set forth in Section 18.5.
DISPUTE NOTICE has the meaning set forth in Section 18.5.
DRAWINGS include, without limitation: all renderings, technical and
design drawings, specifications, plans, layouts, diagrams, illustrations,
System descriptions, calculations, schedules, graphs, performance charts;
graphic or pictorial material needed to show locations, dimensions,
elevations, sections, and details; all documents necessary to fix and
describe the size, quality and composition of the Plant and its
architectural, structural, mechanical, electrical and other systems; supplier
operating and maintenance manuals, recommended spare parts lists, all
documents required to support permitting and licensing and, all other
operations data pertinent to the Plant. The Drawings shall set forth and
detail all requirements for the construction of the Plant, provide all
instructions customarily necessary in the trade and shall include all
documents required for regulatory agency approval. At the time the Drawings
are delivered to Owner, they become the property of Owner and Contractor
shall only maintain drawings in support of this Agreement.
EMISSION TESTS has the meaning set forth in Section 12.1(b)(iii).
EQUIPMENT means the gas turbine generators and all other engineered,
manufactured and
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produced items, materials, supplies and goods required to be incorporated
into the Plant for the construction and operation of the Plant in accordance
with this Agreement.
EXEMPT PROPERTY has the meaning set forth in Section 3.1(c).
EXTENSION PERIOD has the meaning set forth in Section 12.3(c).
FINAL ACCEPTANCE has the meaning set forth in Section 12.4.
FORCE MAJEURE has the meaning set forth in Section 16(a) and 16(c).
FUNCTIONAL TESTING means operational tests of a System which occur
after Mechanical Completion and which verify that the controls for a System
are tested, tuned and operate efficiently and that a System works properly
and as designed in accordance with the specifications and is ready for
Acceptance Testing and for normal and continuous operation.
GAS PURCHASE AGREEMENTS means agreements between Owner and fuel
suppliers for the purchase of fuel for operating the Plant.
GOOD UTILITY PRACTICE means the professional practices, methods,
acts, standards and industry codes accepted by the majority of the electric
power generating industry in the United States of America. Good Utility
Practice is not intended to be limited to the optimum practice or method to
the exclusion of all others, but rather to be a spectrum of reasonable and
prudent practices and methods. In applying the standard to any matter under
this Agreement, equitable consideration should be given to the circumstances,
requirements and obligations of each of the parties.
GUARANTEE has the meaning set forth in Section 8.1(b).
GUARANTOR has the meaning set forth in Section 8.1(b).
GUARANTEED LUMP SUM PRICE has the meaning set forth in Section 3(a).
HAZARDOUS MATERIALS means (i) "hazardous materials", "hazardous
substances", or "toxic substances" or "contaminants" as those terms are
defined under any applicable environmental law, including, but not limited to
Applicable Laws of the United States or of the State of Georgia, as the same
may be amended from time to time, and in the rules and regulations adopted or
promulgated in respect thereof, (ii) petroleum and petroleum products,
including crude oil and fractions thereof, (iii) any other hazardous,
radioactive, toxic or noxious substance, material, pollutant or solid, liquid
or gaseous waste, and (iv) any substance that, whether by its nature or its
use, is subject to regulation under any environmental law or with respect to
which any applicable environmental law or any Public
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Sector Entity requires environmental investigation, monitoring or remediation.
INDEMNITEES shall have the meaning set forth in Section 17.1.
INDEPENDENT ENGINEER means the engineering adviser selected by the
Construction Lender under the Construction Loan Agreement.
INTERCONNECTION AGREEMENT means the agreement for interconnection of
the Plant with the electric transmission system, a copy of which shall be
provided to Contractor in redacted form within fifteen (15) days after
execution, and which upon delivery to Contractor as provided in this
Agreement shall automatically constitute Attachment II to Exhibit B.
INTERCONNECTION POINTS means the points at which the Plant
interconnects with (a) the electric transmission system , (b) the pipeline
for the receipt of natural gas, (c) the water main for the receipt of water,
and (d) the wastewater line for the outflow of wastewater, each of which is
identified in Attachment I of Exhibit "B."
INTERIM PERFORMANCE REQUIREMENTS means the Interim Performance
Requirement for net power output for a Unit set forth in Section 2.1.3.1 of
Exhibit "D" and the Interim Performance Requirement for net heat rate for a
Unit set forth in Section 2.1.3.1 of Exhibit "D."
LANDSCAPING includes all plantings, berms, greenspaces and stone for
the Plant Premises which are required by this Agreement.
LIMITED NOTICE TO PROCEED has the meaning set forth in Section 20.1.
LOWER-TIER SUBCONTRACTOR means any Person other than Contractor or a
Subcontractor that performs any obligation of Contractor under this
Agreement, including all suppliers and manufacturers of Equipment.
MECHANICAL COMPLETION has the meaning set forth in Section 11.1.
MONTHLY PROGRESS REPORT has the meaning set forth in Section
3.1(d)(ii).
MW means megawatts.
NEW SCHEDULE has the meaning set forth in Section 4(h) and 16
(b)(vi).
NOTICE OF MECHANICAL COMPLETION has the meaning set forth in Section
11.1(b).
O.C.G.A. means the Official Code of Georgia Annotated.
OLD SCHEDULE has the meaning set forth in Section 4(h) and
16(b)(vi).
OWNER means Tenaska Georgia I, L.P., a Delaware limited partnership,
its successors and assigns.
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OWNER CAUSED DELAY has the meaning set forth in Section 5.
OWNER IP INDEMNIFIED PARTIES has the meaning set forth in Section
17.2.
OWNER'S AGENT means the individual designated by Owner as agent
pursuant to Sections 26.3 and 26.4.
OWNER'S PROJECT MANAGER means the individual designated by Owner to
be its agent pursuant to Sections 26.2 and 26.4.
OWNER'S SECURITY means the aggregate amount of any Letter(s) of
Credit provided by Contractor to Owner, and any Retainage or other amounts
retained by Owner from payment(s) due to Contractor under this Agreement, as
security for completion of the Project as provided in Section 3.1(d).
OWNER'S SITE REPRESENTATIVE means the individual to be designated in
writing by Owner to be its agent pursuant to Sections 26.1 and 26.4.
OWNER TESTS has the meaning set forth in Section 12.1(b).
P&ID's has The meaning set forth in Section 2(h).
PECO means PECO Energy Company, a Pennsylvania corporation.
PECO TESTS has the meaning set forth in Section 12.1(a).
PERFORMANCE MINIMUMS has the meaning set forth in Section 13.5.
PERFORMANCE TESTS has the meaning set forth in Section 12.1(b)(i).
PERSON means an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint venture,
governmental entity or authority or agency or any other entity of whatever
nature.
PHASE means either Phase I or Phase II of the Project.
PHASE I means the engineering, design and construction of Units #1,
#2 and #3 and shall be completed upon the achievement of Commercial Operation
of all of Units #1, #2 and #3 and the satisfactory completion of the tests
set forth in Section 2.1.4 of Exhibit D with respect to such Units.
PHASE II means the engineering, design and construction of Units #4,
#5 and #6 and the remainder of the Plant and shall be completed upon
achievement of Commercial Operation for all of the Units #1 through #6 and
the satisfactory completion of the tests set forth in Sections 2.1.4 and
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2.4.2 of Exhibit D with respect to Plant Commercial Operation.
PLANT means the dispatchable electric generating facility together
with all Equipment, including those items described in Exhibit "A", and
including all Systems, buildings and other structures, wiring, foundations,
supports, controls, piping, valves, paving and fencing, which are a part of
the Work, existing structures and elements below and above ground which are
to be incorporated in the facility, and all other necessary items to
construct the electric generating facility on the Plant Premises and to the
Interconnection Points which are not on the Plant Premises as required by
this Agreement.
PLANT COMMERCIAL OPERATION means the achievement of Commercial
Operation for all of the Units #1 through #6, plus the satisfaction by the
Plant of those tests identified in Section 2.1.4 and 2.4.2 of Exhibit "D."
PLANT PREMISES means the site as described in Exhibit "A" on, over
or under which the Plant will be located.
POWER PURCHASE AGREEMENT means the agreement dated August 24, 1999
between Tenaska Inc., a Delaware corporation and PECO.
PRE-EXISTING HAZARDOUS MATERIALS has the meaning set forth in
Section 2(n).
PUBLIC SECTOR ENTITY means any governmental authority, agency or
court (state, county, municipal, local or other) of the State of Georgia that
has lawful jurisdiction over the Plant, the Work or any part thereof.
PUNCH LIST means unfinished items such as painting, fine-finish
grading, clean-up or other Work which does not affect the operation, safety
or integrity of a Unit or System or the Plant, as applicable, and does not
impact the performance or life of the Equipment, but is included in the Work.
REQUEST FOR DIRECTED WORK ORDER has the meaning set forth in Section
9.8(a).
RETAINAGE means the aggregate amount withheld from monthly progress
payments to Contractor as provided in Section 3.1(d).
RETEST PERIOD has the meaning set forth in Section 12.3(c).
SCHEDULED DATE OF COMMERCIAL OPERATION means that date corresponding
to each Unit which is the number of months shown in the following table after
the Authorization to Proceed Date (as determined pursuant to Section
20.2(c)), subject to any extension in accordance with Sections 2(n),
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4, 16, 18.3(b), or 19(a).
<TABLE>
<CAPTION>
Unit # Number of Months
------ ----------------
<S> <C>
1 17
2 17
3 17
4 29
5 29
6 29
</TABLE>
SCOPE OF WORK has the meaning set forth in Article 2 of this
Agreement.
SECTION 12.3(C) NOTICE has the meaning set forth in Section 12.3(c).
SUBCONTRACTOR means any Person who has a contract with Contractor to
perform any obligation of Contractor under this Agreement, including all
suppliers and manufacturers of Equipment and specifically including the
supplier of the turbines under the Turbine Contract.
SUSPENSION NOTICE has the meaning set forth in Section 19(a).
SYSTEM means the Equipment and associated components, or defined
portions thereof, including piping, valves, wiring, controls and supports
described in Exhibit "B" and others as are agreed to in writing by the
parties, which are required to perform a given function or combination of
functions of a Unit or the Plant.
SYSTEM TESTING FOR MECHANICAL COMPLETION means the tests, including
hydrostatic testing, electrical testing, loop checks and motor rotation
checks necessary to determine that a System conforms to the requirements of
this Agreement and is Mechanically Complete and ready for Functional Testing.
TURBINE CONTRACT means the Turbine Purchase Contract attached as
Exhibit H.
UNIT means each of the six General Electric 7F simple cycle
combustion turbine generators furnished under the Turbine Contract together
with such associated and ancillary Equipment as is necessary, directly or
indirectly, for such Unit to achieve Commercial Operation.
UNIT HEAT RATE REQUIREMENTS has the meaning set forth in Section
13.4.
UNIT OUTPUT REQUIREMENT has the meaning set forth in Section 13.3.
WORK has the meaning set forth in Article 2.
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Article 2. SCOPE OF WORK.
Scope of Work means all of the obligations of Contractor pursuant to
this Agreement ("Work") including the following:
(a) Contractor shall furnish the design and engineering for the
Plant and the Plant Premises, including the preparation of
all Drawings, which design and engineering shall meet the
requirements of this Agreement and shall be prepared and
implemented in accordance with Applicable Laws, Applicable
Insurance Policies and Good Utility Practice; provide and
implement purchasing, construction, expediting, inspection,
start-up and testing in accordance with all performance and
other requirements of this Agreement and all Applicable
Laws and Applicable Insurance Policies (together with all
services related thereto) as required by this Agreement or
as may be necessary to provide Owner with the Plant meeting
all terms, conditions, specifications and standards set
forth in this Agreement; provide all labor, Equipment,
procurement of Equipment, (together with all services
provided or to be provided by Contractor) to fulfill the
Contractor's obligations to provide the Plant; perform all
Change Orders; and, perform in accordance with all of
Contractor's representations, covenants and warranties as
set forth in this Agreement. Notwithstanding the preceding
provisions of this Section 2(a), Contractor shall have no
greater responsibility to Owner for compliance with
Applicable Laws with respect to Equipment supplied or
services performed pursuant to the Turbine Contract, than
General Electric Company has to Contractor, as assignee of
the Turbine Contract, for such Equipment supplied and
service performed pursuant to the Turbine Contract.
(b) Contractor shall prepare and update Contractor's Work
Schedule in a timely manner and include such in the Monthly
Progress Report. Contractor shall at all times keep Owner
informed of the current progress of the Work. Contractor
shall furnish all labor, supervision, construction
utilities, and tools necessary to procure for, construct,
and direct and support start-up of the Plant. Contractor
shall, in accordance with the provisions of Article 9,
correct all Work that fails to conform to the requirements
of this Agreement and any Defects relating to the Plant or
the Work. Contractor shall have sole responsibility for
dealing with, coordinating and handling all
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communications, negotiations and resolutions of disputes
concerning all Equipment or other matters related to the
Work with all Subcontractors and Lower-tier Subcontractors,
including proper administration of all warranties on
Owner's behalf prior to and during the warranty period.
During construction, Contractor shall replace or repair
to conforming status any inadequate, nonconforming,
damaged or defective Equipment or Work.
(c) Contractor shall (i) supervise and direct the Work, (ii) be
responsible to coordinate the Work with respect to all
obligations of Owner which are specifically identified in
this Agreement, (iii) be responsible for and coordinate all
Work of all Subcontractors and Lower-tier Subcontractors,
(iv) be responsible for keeping the Work on schedule, (v)
timely report the status of the progress of the Work to
Owner and (vi) pay Subcontractors in a timely manner.
Unless otherwise specifically provided in this Agreement,
Contractor shall be solely responsible for and have control
over Subcontractors, labor, construction means, materials,
material suppliers, methods, techniques, sequences, and
procedures and for supervising and directing all portions
of the Work. Contractor is responsible for carrying out its
obligations so that each of the Units and the Plant shall
operate safely and be in compliance with all Applicable
Laws and fully satisfy all operating requirements set forth
in this Agreement.
(d) Contractor shall be fully responsible for any part of the
Work accomplished by Subcontractors and Lower-tier
Subcontractors and for the acts and omissions of
Subcontractors and Lower-tier Subcontractors, including
Persons either directly or indirectly employed by them to
the same extent as Contractor is responsible for the acts
and omissions of Persons directly employed by it.
(e) Contractor shall be responsible for procurement of all
Equipment including the Equipment listed in Exhibit "B",
portions of which may be Designated Equipment. (The parties
acknowledge and agree that Exhibit "B" includes major
Equipment and related Drawings for some of the Systems and
Equipment and is not an exhaustive listing of all parts and
materials which are included in the Work..) Within thirty
(30) Days of ordering any Equipment, Contractor shall
provide to Owner a list of spare parts for all such
Equipment, identifying the supplier of such spare parts and
including
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current pricing for such spare parts. Contractor shall use
all reasonable efforts to secure for Owner the lowest price
for spare parts, and shall use reasonable efforts to cause
each major Equipment manufacturer to agree to supply spare
or replacement parts for such Equipment for a minimum of
ten (10) years after the date of Plant Commercial
Operation. Owner shall identify and purchase all spare
parts for the Equipment and, prior to Commercial Operation,
Contractor shall receive all spare parts for Owner at the
Plant Premises. Risk of loss shall remain with Contractor
for spare parts until such spare parts are delivered to
Owner's designated operator for the Plant at or before
Commercial Operation of the last Unit. Owner will make
reasonable efforts to have spare parts available during
commissioning of the Units. Owner's spare parts may be used
by Contractor to fulfill Contractor's obligations under
this Agreement and Contractor shall, at no cost to Owner,
promptly replace such spare parts.
(f) Contractor shall report to Owner on the progress of
production and installation of Equipment under the Turbine
Contract, shall provide Owner with advance notice of
testing under the Turbine Contract and shall arrange for
Owner and Independent Engineer to observe such testing.
Contractor, with the written agreement of Owner, shall
reject any nonconforming or defective Equipment supplied
under the Turbine Contract and require correction, repair
or replacement of such Equipment by General Electric
Company, provided that Owner shall have the right to direct
Contractor to reject any nonconforming or defective
Equipment supplied under the Turbine Contract and to direct
Contractor to require correction, repair or replacement of
such Equipment by General Electric Company. Contractor
shall not change or amend the Turbine Contract, without the
written consent of Owner. Owner and Contractor will
cooperate with each other in connection with the assignment
of rights under the Turbine Contract to Contractor so as to
permit Owner to retain such rights in the Turbine Contract
as are necessary such that no sales or use tax is required
to be paid upon the purchase of the Equipment supplied
under the Turbine Contract, and for such purpose Owner and
Contractor will take such actions as are reasonably
necessary to obtain such result, including providing for
the transfer of title to any Equipment supplied under the
Turbine Contract directly from General Electric Company to
Owner
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and the remittance of payments for all Equipment under the
Turbine Contract directly by Owner to General Electric
Company.
(g) Unless otherwise provided in this Agreement, Contractor
shall, as part of the Guaranteed Lump Sum Price secure and
pay for all for all necessary permits, including all
building and construction permits, but excluding any (i)
Department of Energy, (ii) zoning, subdivision or similar
permits, and (iii) environmental permits required,
including those listed in Exhibit "G," which shall be the
responsibility of Owner.
(h) Contractor shall immediately, as such documents become
available, furnish Owner in accordance with Exhibit "L",
clearly legible copies of the Drawings which include
drawings of all final (including revisions, addenda and
modifications) Subcontractor furnished shop drawings;
performance data for all engineered Equipment; civil,
electrical, mechanical, and structural construction
drawings; piping and instrumentation diagrams ("P&ID's");
general arrangement drawings; electrical one-line diagrams;
relay and metering drawings and all other drawings and
documents prepared by Contractor, Subcontractors or
Lower-tier Subcontractors relating to the Plant; and
complete documentation of control system logic and programs
including distributed controls; and three (3) copies of
design calculations. Contractor shall maintain a set of
Drawings at the Plant Premises which shall be
continuously maintained and updated to reflect the "As
Built" conditions of the Work.
(i) Contractor shall complete the Work in a good and
workmanlike manner in accordance with the construction
practices used by a prudent construction contractor under
similar types of contracts for the construction of an
electric power generating facility under similar
circumstances and conditions and in a manner which upon
completion of the Work enables Owner, without modification
of the Work, to meet its obligations in the copy of the
Power Purchase Agreement (as redacted by Owner)
attached hereto as Attachment 2 to Exhibit "B" and shall
perform all tests included in Exhibit "D" and Article 12
hereof and such additional tests as are reasonably
required by Owner to insure the safe and orderly start-up
of the Units and the Plant. Additional tests, other
than incidental tests required by Owner, shall be governed
by Article 4 of this Agreement.
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(j) Contractor shall perform this Agreement in accordance with
and fulfill any and all Applicable Laws and the
requirements of any and all Applicable Insurance
Policies. Contractor shall initiate, maintain, and
supervise all safety precautions and programs in
connection with the performance of this Agreement.
Contractor shall also comply with all reasonable
safety standards, rules or requirements promulgated by
Owner, if any. Contractor shall take all reasonable
precautions for the safety of and shall provide
reasonable protection to prevent damage, injury or loss
to: (i) employees performing the Work and all Persons
who may be affected thereby; (ii) all Persons
performing Work at the Plant Premises; (iii) the Work
and Equipment to be incorporated in the Plant, whether
in storage off or on the Plant Premises, under care,
custody or control of the Contractor or the Subcontractors;
(iv) all other property on the Plant Premises or adjacent
thereto such as trees, shrubs, lawns, walks, pavements,
roadways, structures and utilities not designated for
removal, relocation or replacement in the course of
construction; and (v) public road and rail systems used in
performing the Work.
(k) Contractor shall provide discipline engineers to support
the Owner's Plant operator training program as provided
in Section 1.1 of Exhibit B. Classroom training and
site specific training shall be completed on all Systems
before Mechanical Completion of the first System. All
training shall be conducted at the Plant Premises, in a
classroom lecture format. The Contractor shall utilize
System descriptions, Plant P&ID's, schematic diagrams and
Equipment Subcontractor supplied illustrations to
instruct the trainees. Operators shall be taught
System overviews, design concepts, control philosophy,
limitations and performance optimization of the various
Systems. Contractor will submit all drawings pertaining to
the Systems, training materials, a course plan and
qualifications of disciplined engineers to Owner for
approval thirty (30) Days prior to the commencement of
classroom training. Training furnished under the
Turbine Contract shall be as provided in the Turbine
Contract.
(l) Contractor shall be entitled to subcontract any portion
of the Work but shall not subcontract the whole of the
Work; provided, however, that Owner shall have the right
to disapprove in writing any Subcontractor, including any
Associated Company of Contractor, contracting to do Work
in excess of an aggregated sum in the amount of
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ONE HUNDRED THOUSAND DOLLARS ($100,000). Contractor
shall not allow any Subcontractor or Lower-tier
Subcontractor to do Work on the Plant Premises or to supply
Equipment for the Work without a written agreement and,
in the case of Work to be performed at the Plant Premises,
a valid insurance certificate acceptable to Contractor.
Contractor shall furnish Owner with a copy of the
technical and warranty portions of all such
subcontracts as each is executed. Exhibit "M" sets forth
a list of those Subcontractors which to date have been
approved by Contractor and Owner. Notwithstanding the
first sentence of this Section 2(l), Contractor shall
submit to Owner for approval any additions or changes
to Exhibit M fifteen (15) Days before entering into an
agreement with any such newly identified Subcontractor.
Contractor shall not employ or permit the employment of
unfit Persons or Persons not skilled in tasks assigned to
them. All subcontracts shall provide that the
subcontracts shall be assignable to Owner as required in
Section 18.1(d)(i). The creation of any subcontract
relationship shall not relieve Contractor of any of its
obligations under this Agreement. Contractor represents
that no Subcontractor is or will be a third party
beneficiary under this Agreement except as otherwise
expressly provided in this Agreement.
(m) Owner has supplied certain information to Contractor
("Owner Supplied Information") which is the following:
Attachment IV to Exhibit "A." Contractor represents to
Owner that it has verified conditions at the Plant
Premises by completing such visual inspections as
Contractor deems necessary, including investigation of
the general and local conditions with respect to
environment, transportation, access, waste disposal,
handling and storage of materials, availability and quality
of electric power, availability and condition of roads,
climatic conditions and seasons, physical conditions at
the Plant Premises and the surrounding area as a whole,
topography and ground surface conditions, nature and
quantity of surface and subsurface materials (as
represented in Owner Supplied Information) to be
encountered (other than Hazardous Materials), and will
make such adjustments as are necessary to complete the Work
to be performed.
(n) Contractor shall be responsible for all site preparation
of the Plant Premises. Site preparation shall include:
preparation of Plant Premises for construction of the
Plant, including demolition and proper removal of any
existing man-made structures
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(including subsurface structures for which Owner has
given Contractor notice); clearing, grubbing and
disposal of brush, trees and other vegetation; providing
temporary and permanent drainage and drainage structures;
removal of debris and rubble; all necessary
investigation, analysis, testing and determination
concerning the condition, contents or integrity of: (i)
the subsurface, underground and/or soils conditions of the
Plant Premises; (ii) the location and adequacy of
utilities (surface and subsurface) for the Work; and (iii)
the existing condition of any improvements on the Plant
Premises. In performing site preparation, Contractor
shall be responsible for and, except as provided in this
subsection (n) below, assumes the cost of any construction,
engineering or structural conditions, including those
caused by the presence of organic materials (except (A)
Hazardous Materials which were present prior to the
execution of this Agreement ("Pre-existing Hazardous
Materials"), (B) Hazardous Materials which are brought
to the Plant Premises after the execution of this Agreement
by Owner or its agents, provided that Contractor, it
Subcontractors and Lower-tier Subcontractors are not
considered to be Owner's agents, and (C) archaeological
remains and artifacts), inadequate soil bearing
qualities or underground water. Contractor represents
that it is satisfied as to the general and local
conditions and circumstances affecting the Work,
particularly including the following:
conditions affecting transportation, access,
disposal, handling, and storage of Equipment at the
Plant Premises; availability and conditions of roads;
availability of housing; climatic conditions and
seasons; physical conditions at the Plant Premises;
topography and ground surface and subsurface
materials to be encountered (as represented in Owner
Supplied Information); and equipment and facilities
needed for performance of the Work.
Contractor's failure to acquaint itself with any general or
local condition listed above or otherwise or circumstances
affecting the Work existing as of the date of this
Agreement will neither relieve it from the responsibility
for successfully performing this Agreement, nor entitle
Contractor to an adjustment to the Guaranteed Lump Sum
Price or the Scheduled Date of Commercial Operation. Owner
will not entertain, nor have any liability for, claims
relating to, or arising out of, unknown or unforeseen
subsurface
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conditions (other than with respect to Pre-existing
Hazardous Materials, archaeological remains or
artifacts) and except only as specifically provided and
limited in this Section 2(n) if the Scope of Work and/or
schedule is increased due to information contained in the
Owner Supplied Information being in error. To the extent
Contractor encounters Pre-existing Hazardous Materials,
archaeological remains or artifacts, Contractor shall use
all reasonable efforts to minimize the consequences to
Contractor's Work Schedule of dealing with those
substances, remains or artifacts, consistent with
considerations of safety and prudence and Contractor shall
use all reasonable efforts to mitigate further
contamination by Hazardous Materials and in the case of
such substances, archaeological remains or artifacts, to
mitigate the impact on the Guaranteed Lump Sum Price.
Notwithstanding the foregoing, Contractor (i) shall have no
obligation under this Agreement for dealing with or
disposing of such Pre-existing Hazardous Materials,
archaeological remains or artifacts, and (ii) shall be
entitled to propose a Change Order to the extent that,
despite appropriate mitigation efforts, the Work and/or
schedule is increased. Contractor shall not be responsible
for the removal, handling, transportation, or disposal of
any Pre-Existing Hazardous Materials located on the Plant
Premises or any environmentally unsound condition caused by
Owner, provided that Contractor shall immediately notify
Owner of any indication of such Pre-Existing Hazardous
Materials or any environmentally unsound condition known to
Contractor. Contractor shall specifically not be deemed or
held responsible as a "generator" or a "transporter" for
such Pre-existing Hazardous Materials or Owner caused
environmental conditions. Contractor acknowledges the
limitations and descriptions of the Owner Supplied
Information. Owner makes no representation as to the
completeness of the Owner Supplied Information or that it
applies generally to subsurface conditions of the Plant
Premises. Contractor shall notify Owner, in writing, of the
following conditions ("Unforeseen Conditions"), promptly
upon discovery by Contractor and before such conditions are
disturbed: (1) subsurface or latent physical conditions at
the Plant Premises of an unusual nature differing
materially from those represented in the Owner Supplied
Information; (2) rock excavation requiring blasting or saw
cutting; or (3) the existence of man-made obstructions
which require relocation.
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After receipt of notice from Contractor, Owner will
promptly investigate any Unforeseen Conditions and within
two (2) Days will issue appropriate orders or instructions
to Contractor. If such Unforeseen Conditions will increase
or decrease the cost of the Work or the Plant by more than
FORTY THOUSAND DOLLARS ($40,000) in the aggregate, or cause
a delay in the Scheduled Date of Commercial Operation, then
Owner shall issue a change order in accordance with Section
4 adjusting the Guaranteed Lump Sum Price either up or
down, as appropriate by the amount of increase or decrease
in the cost of the Work or Plant in excess of FORTY
THOUSAND DOLLARS ($40,000) or extending the Scheduled Date
of Commercial Operation, or both, as appropriate.
Notwithstanding the fact that Contractor's increased cost
due to Unforeseen Conditions might exceed ONE MILLION FIVE
HUNDRED THOUSAND DOLLARS ($1,500,000), nevertheless the
total dollar amount for all Change Orders to be approved
and paid by Owner under this Section 2(n) due to Unforeseen
Conditions shall not exceed the sum of ONE MILLION FIVE
HUNDRED THOUSAND DOLLARS ($1,500,000). Except for Change
Orders not to exceed [*] as provided hereafter, a Change Order
under this Section 2(n) due to Unforeseen Conditions must be
proposed by Contractor pursuant to Section 4 not later than
the date of completion of foundations for all of the
following items: gas turbine generators, pipe rack,
generator step-up transformers, field erected tanks, and
major buildings. Owner shall not grant an adjustment to the
Guaranteed Lump Sum Price for Change Orders in excess of
[*] due to Unforeseen Conditions after completion of all of
the above-listed foundations and the total aggregate change in
the Guaranteed Lump Sum Price pursuant to this Section 2(n)
due to incorrect information in the Owner Supplied
Information shall in no event exceed ONE MILLION FIVE
HUNDRED THOUSAND DOLLARS ($1,500,000).
(o) Contractor shall keep the Plant Premises and surrounding area
free from accumulation of waste materials or rubbish caused
by the Work. At completion of the Work the Contractor shall
remove from and about the Plant Premises all waste materials,
debris, rubble, rubbish, Contractor's tools, construction
equipment, machinery and surplus
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materials. If the Contractor fails to clean up as so
provided herein, the Owner may do so and the cost thereof
shall be charged to the Contractor.
(p) The Plant shall include the following to be constructed on
the Plant Premises: 500 KV power to the Interconnection
Point for the transmission system; a natural gas line to the
Interconnection Point for the natural gas pipeline; and a
water line to the Interconnection Point for the water main.
(q) Contractor shall meet environmental and permit commitments
made by Owner and/or Contractor and other requirements,
including the draft environmental permits set forth in
Exhibit "G" as modified by the final environmental
permits, provided that Owner shall provide copies of
the final environmental permits to Contractor as soon as
reasonably possible following receipt by Owner of such
permits. Upon delivery of copies of the final
environmental permits to Contractor, Exhibit "G" shall
be automatically deemed amended to reflect the form
and contents of such final environmental permits. If
the final environmental permits change or modify the
Work or the schedule so as to require a Change Order then
Contractor upon compliance with the requirements of
Section 4 shall be entitled to a Change Order,
provided that Contractor shall, as soon as reasonably
possible after receipt of such permits, propose such
Change Order. Contractor shall, during construction:
(i) limit fugitive dust; (ii) avoid run off of contaminated
surface water and silt; and (iii) comply with the safety
guidelines and requirements set forth in the safety
manual developed pursuant to Section 27.4 and (iv) not
contaminate ground water, in any manner including by
spilling Hazardous Materials. All Hazardous Materials
introduced to the Plant Premises by Contractor or any
Subcontractor or Lower-tier Subcontractor shall be
properly used and stored. All spills or releases of
Hazardous Materials by Contractor or any Subcontractor
or Lower-tier Subcontractor shall be properly disposed of
and/or remedied by Contractor, at Contractor's expense.
(r) As part of the Guaranteed Lump Sum Price, Contractor shall
provide: an office area approximately 750 square feet in
size on the Plant Premises with furniture, other than
office equipment, to accommodate Owner's Site
Representative; and, beginning prior to the delivery of any
Equipment, security for the Plant Premises consisting of a
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perimeter fence adequate to protect Equipment and a
twenty-four (24) hour security guard.
(s) If Shipment (as defined in the Turbine Contract) of one
or both of Units #2 and #3 has not occurred on or before
December 31, 2000, Contractor may arrange for
transportation of those Unit(s) for which Shipment has
not occurred by one or more dedicated trains which have
been retained by Contractor specifically to pickup such
Units at the General Electric Company manufacturing
facility, or if the Units are manufactured outside of the
United States at the port of entry for such Units(s) into
the United States, and deliver such Unit(s) to a railroad
siding near the Plant Premises. Contractor shall use
reasonable good faith efforts to minimize the costs for
such transportation, including using only one train if
reasonably possible. If Contractor elects to utilize one
or more dedicated trains, Contractor shall be entitled to
a Change Order increasing the Guaranteed Lump Sum Price by
the actual net cost (after considering any reduction in
the price under the Turbine Contract as a result of
Contractor supplying transportation for the Unit(s)
instead of General Electric Company) of such trains(s), up
to a maximum amount of One Hundred Seventy Thousand Dollars
($170,000) and no extension of the Scheduled Date of
Commercial Operation shall be made as a result of such
Change Order.
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Article 3. PAYMENT
Section 3.1 GUARANTEED LUMP SUM PRICE AND PAYMENT - LIENS - RETAINAGE.
(a) The Owner shall pay the Contractor for the Contractor's performance of this
Agreement a lump sum amount of TWO HUNDRED TWENTY TWO MILLION FIVE HUNDRED
THIRTY FOUR THOUSAND TWO HUNDRED FORTY SEVEN DOLLARS ($222,534,247) (the
"Guaranteed Lump Sum Price"), subject to adjustment in accordance with
Section 4, Exhibit "P"(Escalation) and Exhibit "J" (Scope Change Unit Rates
and Option Pricing). The Guaranteed Lump Sum Price is comprised of (i) the
Turbine Contract in the amount of ONE HUNDRED SIXTY SEVEN MILLION THREE
HUNDRED FORTY THREE THOUSAND SEVEN HUNDRED TWENTY EIGHT DOLLARS
($167,343,728), and (ii) the "Contractor's Fixed Price" in the amount of
FIFTY FIVE MILLION ONE HUNDRED NINETY THOUSAND FIVE HUNDRED NINETEEN
DOLLARS ($55,190,519). No escalation of the Guaranteed Lump Sum Price will
be required if the Authorization to Proceed is given to Contractor on or
before July 1, 2000. Responsibility for the payment of sales and use taxes
shall be allocated between Owner and Contractor as set forth in Section
3.1(c). All taxes levied in connection with the performance of the Work,
including occupational, excise, unemployment, FICA, income taxes, state and
federal gasoline and fuel taxes, property taxes on Contractor's equipment,
tools and supplies necessary for performance of the Work, and customs
duties on materials and supplies and all other taxes on any item or service
that is a part of the Work, whether such tax is normally included in the
price of such item or service or is normally separately stated, shall be
the responsibility of Contractor and are included in the Guaranteed Lump
Sum Price. With respect to all personal property, services or materials
that are subject to sales and use tax, Contractor shall follow the
procedures set forth in Section 3.1(c).
(b) The Guaranteed Lump Sum Price includes the cost of obtaining and using
temporary construction utilities, including chemicals required for
construction, electric power and water required for construction, cleaning
and testing, and the initial fill for flushing and initial operation
through Commercial Operation of all lubricants, fluids (including
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glycol and transformer oil), grease and hydraulic fluids for the Equipment,
excluding turbine lube oil. Except for the following consumables which are
not included in the Guaranteed Lump Sum Price: (i) turbine lube oil for
flushing and initial fill, (ii) bulk CO(2) and hydrogen for generator purge
and cooling, (iii) bulk CO(2) and FM200 for the turbine fire protection
systems and (iv) bulk water treatment chemicals, if any, Contractor shall
supply all consumables required in connection with the performance of the
Work. Contractor shall budget for and use reasonable efforts to consume
not more than [*] of fuel during the performance of the Work, including
start-up, commissioning, Acceptance Testing, diagnostic testing, or
retesting pursuant to Section 12.3 and including all fuel requirements
under the Turbine Contract through the date of Commercial Operation of
the last Unit to achieve Commercial Operation. The Guaranteed Lump Sum
Price will be increased by change order for all technical services
used under the Turbine Contract in excess of 600 man-weeks by [*] of such
services with Contractor being responsible for the payment to General
Electric of all additional payments required under the Turbine Contract
for man-weeks of such services in excess of 600 man-weeks. The Guaranteed
Lump Sum Price will be decreased by change order if less than 600
man-weeks of technical services are used under the Turbine Contract by [*]
for each man-week of such services less than 600 man-weeks, with Contractor
retaining the benefit of any reduced payments to General Electric under the
Turbine Contract arising from the use of less than 600 man-weeks of such
services. The Guaranteed Lump Sum Price does not include the cost of All
Risk Builder's Risk insurance. The Guaranteed Lump Sum Price will not be
changed except as specifically provided for in this Agreement.
(c) Contractor is responsible for the payment of all sales and use taxes with
respect to any purchases made by Contractor in order to perform the Work,
except as otherwise expressly provided herein. Owner shall file or cause to
be filed in the name of Owner or in the name of Contractor applications for
exemptions from sales and use taxes for machinery and equipment used
directly in the manufacturing process, pursuant to
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O.C.G.A. Section 48-8-34, and for machinery and equipment used for the
primary purpose of eliminating air or water pollution, pursuant to O.C.G.A.
Section 48-8-36. Upon receiving exemption certificates with respect to the
purchase of manufacturing equipment and/or pollution control equipment (the
property covered by such certificates, "Exempt Property"), Owner shall
deliver a copy of such certificates to Contractor. Thereafter, Contractor
shall employ such certificates in all purchases of Exempt Property to be
incorporated into the Work so as to avoid the imposition of sales and use
tax on the purchase of Exempt Property. Contractor shall make purchases of
Exempt Property in Contractor's name or, if designated by Owner as
Designated Equipment, in Owner's name pursuant to a power of attorney or
agency granted by Owner to Contractor for this purpose and will permit
Owner to make payments directly for Designated Equipment, which direct
payments will be credited against amounts otherwise due to Contractor from
Owner under this Agreement. The Guaranteed Lump Sum Price is based upon
Owner obtaining exemption certificates for all of the Equipment as
anticipated Exempt Property and includes all applicable sales and use taxes
other than with respect to such Exempt Property. In the event that,
notwithstanding such exemption certificates, Contractor is required to pay
sales or use tax on more or less than all of the Equipment, then a Change
Order shall be issued increasing or decreasing the Guaranteed Lump Sum
Price by the amount of any increase or decrease in such sales and use
taxes. Contractor shall pay any applicable Georgia sales and use tax and
the amounts so paid shall be part of the Guaranteed Lump Sum Price.
Contractor shall cooperate with Owner in lawfully avoiding the payment of
sales and use tax on Exempt Property; however, in the event that Contractor
is required to pay and does pay any sales and use tax on Exempt Property,
then Owner may apply for, receive and retain a refund of all of the sales
and use taxes paid in respect of the Exempt Property, and Contractor
assigns to Owner all right to receive any such refund. Owner and its
representatives may, at Owner's discretion, participate in relevant
portions of all audits and examinations of Contractor, formal and informal
administrative proceedings, or judicial proceedings
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that concern or relate to the payment of Georgia sales and use tax for the
purposes of the Work ("Tax Proceeding"). Contractor shall cooperate fully
with Owner and its representatives in connection with any Tax Proceedings
and shall notify Owner on a timely basis when Contractor receives notice
that the Georgia Department of Revenue intends to perform a sales and use
tax audit of the Contractor for any period in which this agreement is in
effect.
(d) The Guaranteed Lump Sum Price shall be invoiced and paid in accordance with
the following procedure:
(i) On the first Business Day after delivery of the Authorization to
Proceed, Owner shall pay fifty percent (50%) of the Mobilization
Payment set forth in Exhibit I.
(ii) On or before the last Day of each calendar month during the term of
this Agreement, an invoice for the Work completed to such date shall
be documented by Contractor in the form of Exhibit "I" and submitted
to Owner for verification and payment, which invoice shall include (a)
a specific reference to the amount due under the Turbine Contract
payment schedule, (b) a separate specific reference to the amount due
under the Designated Contracts with respect to Designated Equipment,
(c) a separate specific reference to the amount due with respect to
the balance of the Contractor's Fixed Price and (d) an itemization by
item, for both the amount due under the Turbine Contract, the amount
due under the Designated Contracts for Designated Equipment and the
amount due under the Contractor's Fixed Price. Within four (4)
Business Days after the end of each month, Contractor shall submit its
report of the progress and status of the Work ("Monthly Progress
Report"). Owner will pay to General Electric Company, directly or by
joint check with Contractor, the amount designated on Contractor's
invoice as due under the Turbine Contract in accordance with the GE
Payment Procedures set forth in Exhibit "O", subject to any deduction
from such payment made pursuant to Section 3.1(e) which Owner
designates as resulting from performance or non-performance under the
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Turbine Contract. Contractor shall be responsible for any additional
amounts due to General Electric Company as a result of additional
work, equipment or services requested by Contractor or for any
additional charges incurred beyond the price set forth in this
Agreement for the Turbine Contract unless Owner and Contractor shall
have executed a change order under this Agreement for such additional
charges. At the request of Owner, Contractor shall dispute amounts
otherwise due to General Electric Company under the Turbine Contract
in accordance with the rights of Buyer set forth in Section 3.5 of the
Turbine Contract and, as between Owner and Contractor, Owner shall
have the same right to withhold payment to General Electric Company as
is provided to Buyer in Section 3.5 of the Turbine Contract and shall
not, as a result of withholding such payments, be in breach of this
Agreement. In the event that Owner intends to request Contractor to
dispute payment with General Electric Company, Owner shall provide
prompt notice of such intent to Contractor. All amounts paid to
General Electric Company by Owner shall be credited against the
Turbine Contract portion of the Guaranteed Lump Sum Price. Owner shall
further pay directly, or by joint check with Contractor, to the
respective vendors of the Designated Equipment, the amount designated
on Contractor's invoice as due under the Designated Contracts, subject
to any deduction from such payment made pursuant to Section 3.1(e)
which Owner designates as resulting from performance or
non-performance under the Designated Contracts. Contractor shall be
responsible for any additional amounts due to the vendors of the
Designated Equipment as a result of additional work, equipment or
services requested by Contractor or for any additional charges
incurred beyond the prices set forth in the Designated Contracts
unless Owner and Contractor shall have executed a Change Order under
this Agreement for such additional charges.
(iii) At the end of each month during the term of this Agreement,
Contractor shall submit to Owner with Contractor's invoice an executed
Certificate of
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Construction Contractor in the form of Exhibit "R."
(iv) The Monthly Progress Report shall also include, but not be limited to:
(a) Contractor's report of actual versus scheduled progress status
for the Work.
(b) Procurement and delivery status summary for Equipment.
(c) Contractor's and Subcontractors' progress reports and a
consolidated Contractor's Work Schedule including a report of
budgeted and expended man-hours.
(d) All Work performed during such time in furtherance of any Change
Order approved pursuant to Article 4.
(e) Authorization of payments under the Turbine Contract and under
the Designated Contracts.
(v) After receipt of an invoice for the Work by Owner and if Contractor
has complied with the above requirements of Section 3.1(d)(ii) through
3.1(d)(iv) and subject to the provisions of Section 3.1(e), Owner will
have twenty-five (25) Days (if the 25th Day is not a Business Day, the
25th Day will be deemed to be the next Business Day) to approve said
invoice and pay Contractor a progress payment of ninety-five percent
(95%) of the amount specified in the invoice to be due to Contractor,
not including any amounts due pursuant to the Turbine Contract or
Designated Contracts, the remaining five percent (5%) of such amount
to be Retainage. If a lien is filed by a Subcontractor or any
Lower-tier Subcontractor against the Plant or Plant Premises,
Contractor shall within twenty (20) Days of a written request of Owner
or Construction Lender provide a lien bond in accordance with O.C.G.A.
Section 44-14-364 or other arrangement containing such terms and
conditions as are satisfactory and acceptable to Owner and
Construction Lender to remove such lien, or upon Contractor's failure
to do so, Owner may obtain (but is not obligated to obtain) such bond
or other arrangement and remove such lien and pay the cost, including
reasonable attorney fees and the amount of or cost for providing for
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security, from the monthly progress payments otherwise due Contractor
and from the Owner's Security, if necessary. After any such
withholding, any amount remaining unpaid shall be the obligation of
Contractor. Owner shall have the right to withhold an amount equal to
one hundred fifty percent (150%) of the amount of any lien filed
against the Plant or the Plant Premises from the monthly progress
payments as a part of Owner's Security, until such lien is removed.
All such progress payments made by the Owner shall be made by wire
transfer to the Contractor.
(e) All progress payments provided for in Section 3.1(d) are subject to
deductions by Owner for (i) any overpayments (as a result of later
determined inadequacy of some Work, Work not performed or miscalculations)
made by Owner for any previous progress payment or period, (ii) any
liquidated damages due Owner under this Agreement, (iii) such amount as
Owner reasonably determines to be the cost to remedy any Work not done or
which is defective or does not conform to this Agreement (including breach
of Warranty) and the amount of any unsettled claims against Contractor or
Owner and/or the amounts Owner is entitled to withhold or expend pursuant
to Sections 3.1(d)(ii) or 3.1(d)(v) and unpaid amounts which are due from
Contractor to any Person and which are related to performance of this
Agreement, (iv) the amount by which any progress payment is in good faith
disputed by Owner, (v) the cost of any loss or damage to the Owner caused
by Contractor and (vi) any amounts due to Owner or other indemnified
parties pursuant to the indemnification provisions of this Agreement. At or
prior to the time such progress payment would otherwise be due, Owner will
notify Contractor in writing, of any such deduction or expenditure from a
progress payment and Owner will provide a detailed explanation of the
reason for such deduction or expenditure. If Contractor disputes such
deduction or expenditure, Contractor shall notify the Owner, Contractor
shall continue performance of the Work, and the parties shall resolve such
dispute in good faith in accordance with the provisions set forth at
Section 18.5. While resolving any disputed amounts, and pending final
resolution of a Dispute, Owner and Contractor shall continue to fulfill
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their obligations under this Agreement. Contractor shall indemnify and hold
Owner harmless from and against any and all loss, cost, expense, liability
and damage incurred by Owner arising from Subcontractor liens or Lower-tier
Subcontractor liens filed against the Plant or Plant Premises. Owner may
exercise the rights described in Sections 3.1(d)(v) and this 3.1(e) without
waiving or releasing any other right, remedy or recourse which Owner may
have at law or equity.
(f) The amount of undisputed Retainage, interest not accruing thereon,
accumulated throughout the term of this Agreement until the Commercial
Operation of all of the Units in Phase I (not to exceed two and one half
percent (2 1/2%) of Contractor's Fixed Price), shall be paid to Contractor
within seven (7) Days after the achievement of Commercial Operation by all
of the Units in Phase I and completion of the PECO Tests for Phase I,
provided that as a condition to Owner's obligation to pay such Retainage to
Contractor, Contractor shall, at Contractor's cost, deliver an irrevocable
letter of credit issued to Owner by a bank or other financial institution
acceptable to Buyer in the form attached as Exhibit Q to Buyer, in a face
amount equal to the amount of Retainage to be paid to Contractor. The
amount of undisputed Retainage, interest not accruing thereon, accumulated
during the term of this Agreement, less any amount paid to Contract after
the Commercial Operation of all of the Units in Phase I, shall be paid to
Contractor upon Plant Commercial Operation, provided that as a condition to
Owner's obligation to pay such Retainage to Contractor, Contractor shall,
at Contractor's cost, increase the face amount of the irrevocable letter of
credit previously issued to Owner to an amount equal to the total of the
amount of Retainage paid to Contractor under this Section 3.1(f). Owner
shall have the right to draw upon the Letter of Credit held as Owner's
Security at such times as are permitted in this Agreement. Owner's Security
shall be released at such time as (i) the Contractor delivers to Owner (a)
a final adjusted invoice (not including amounts withheld pursuant to
Sections 3.1(e) or 3.1(f) or withheld or expended from Owner's Security as
authorized by Sections 3.1(d)(ii) and 3.1(d)(v)), (b) releases of recorded
liens and claims of any Person arising out of or related to the performance
of this
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Agreement, (c) from each Subcontractor who has Punch List items
outstanding and unpaid or has amounts in dispute or claims asserted against
Contractor, an interim waiver and release upon payment in compliance with
O.C.G.A. Section 44-14-366(c), a separate written acknowledgment of payment
as provided in O.C.G.A. Section 44-14-366(f) and a Subcontractor Interim
Waiver, Release and Assignment of Liens and Claims contained in Exhibit
"N," each such form to be acceptable to Owner and Construction Lender, (d)
from each Subcontractor who has completed all of such Subcontractor's work
on the Plant Premises and has no outstanding Punch List items or disputed
claims, an unconditional waiver and release upon final payment in
compliance with O.C.G.A. Section 44-14-366(d), a separate written
acknowledgment of payment as provided in O.C.G.A. Section 44-14-366(f), and
a Subcontractor Final Waiver, Release and Assignment of Liens and Claims
contained in Exhibit "N," each such form acceptable to Owner and
Construction Lender, (e) from Contractor, an interim waiver and release
upon payment in compliance with O.C.G.A. Section 44-14-366(c), a separate
written acknowledgment of payment as provided in compliance with O.C.G.A.
Section 44-14-366(f) and a Contractor Interim Waiver, Release and
Assignment of Liens and Claims contained in Exhibit "N" each such form
acceptable to Owner and Construction Lender, (the final lien releases to be
delivered to Owner by Contractor as provided below) and (f) releases of any
other known potential encumbrance against the Plant or the Plant Premises
and any other obligations or claims arising out of Contractor's performance
of this Agreement, except due to Punch List items until corrected and paid
for, the amount withheld for disputes pending pursuant to Section 18.5
unless otherwise agreed to by the parties in writing, and any sums not yet
due under this Agreement; or arrangements satisfactory to Owner and
Construction Lender for the handling of any such matters which are not
released, all of such documents to be in form satisfactory to Owner; (ii)
the Contractor submits an affidavit to Owner, satisfactory to Owner,
listing, to the best of Contractor's information and belief, the aggregate
dollar amount of all retainage and other payments which Contractor owes its
Subcontractors which have not signed an unconditional waiver and release
upon final
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payment and a separate written acknowledgment as provided above and the
aggregate dollar amount of all disputes with or claims asserted by
Subcontractors, Lower-tier Subcontractors and others and stating that all
performance has been completed in accordance with this Agreement, except
for the Combustion Turbine Evaporative Cooler Test as described in Section
3.2.2 of Exhibit "D," and Punch List items, but if Owner reasonably
believes any part of an affidavit so submitted is not true, Owner shall
have the right to require Contractor to correct such condition(s) and
resubmit the affidavit before Owner releases Owner's Security; (iii) all
inspections by Owner and System Testing for Mechanical Completion have been
completed, except the Combustion Turbine Evaporative Cooler Test which may
be delayed in accordance with Exhibit "D"; and (iv) Owner has issued a
Certificate of Final Acceptance as provided in Section 12. In the event
Contractor does not provide a release of a recorded lien and the items
required in Section 3.1(f)(i)(c) and (d), Owner shall have the right to
withhold up to one hundred fifty percent (150%) of the amount of such
recorded liens or any amounts claimed by each such Subcontractor which may
result in a lien, or Owner may follow the statutory procedure for the
removal of any recorded liens and the costs and expenses related thereto,
including reasonable attorney fees and the costs of any security to be
provided, shall be paid from the Owner's Security; provided that no waiver
of any other right or remedy is intended or shall be effected by such
withholding and after such withholding, any amount remaining unpaid shall
be the obligation of Contractor. After Final Acceptance and before Owner
releases Owner's Security, Contractor shall furnish to Owner a current and
accurate drawn to scale "as built" survey of the Plant Premises, prepared
and certified to by a licensed real estate surveyor, or equivalent under
the laws of Georgia, certified by and licensed in the State of Georgia and
in form and substance satisfactory to Owner's title insurance company
showing:
(i) all visible and/or known structures, facilities, high-voltage cables,
improvements and the Plant and their location on the Plant Premises;
and
(ii) any encroachment or projection of the Plant or Equipment on adjoining
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property and any encroachment on the Plant Premises; and
(iii) any violation on the Plant Premises of building set back requirements
or of use or other restrictions; and
(iv) all recorded and apparent easements and any other interests in the
Plant Premises; and
(v) all Contractor installations to the Interconnection Points.
After Final Acceptance and as a precondition to the payment or release of
Owner's Security, Contractor shall also furnish to Owner two (2) sets of
final specifications (including addenda and modifications) and design
calculations; three (3) blue line copy sets, one (1) reproducible set, and
(1) full set of final CADD drawing files on computer discs, of final
drawings for the following: general arrangements, P&ID's, all mechanical
and electrical drawings, control system logic and programs, electrical
one-lines, instrument index, relay and metering drawings, electrical
termination list by circuit number, piping line list and any documentation
relating to the design, construction, check out or operation of the Plant.
Final documents which reflect the condition of the Plant as constructed
shall be individually identified as such by clearly marking "as-built" on
the face of each document. Final documents which must be "as-built" include
general arrangement drawings, P&ID's, all underground mechanical and
electrical drawings, control system logic including DCS configuration,
electrical one-line diagrams, relay and metering diagrams, electrical
termination lists by circuit number and termination point, and piping line
list. Owner shall have the right to extend the time to complete any of the
above contractual requirements, partially or in total, and to withhold
funds as provided hereafter in this Section 3.1(f) and in Section 12.4. In
addition to the amount withheld for Punch List items pursuant to Section
12.4, Owner may, in the event Owner elects to make a partial release,
withhold from the release of Owner's Security the following amounts: (i)
two (2) times the amount which Owner in good faith determines to be the
reasonable cost, based on the estimated cost of completion by a third party
contractor, of Defects in Work items and/or incomplete Work items in
dispute between Owner and Contractor; (ii) two (2) times the reasonable
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amount of any claims for damage, loss and expense which Owner has against
Contractor; (iii) the amount which Construction Lenders require be withheld
for liens, notices of lien, claims and obligations related to the Work;
(iv) liquidated damages, indemnities and other amounts due Owner; (v) any
amounts as described in Section 3.1(d)(v) for which there has been no
deduction from a progress payment; and (vi) the cost to remove liens as
provided in this Section 3.1(f). After Contractor has complied with the
requirements for the release of Owner's Security, release shall be made
following Final Acceptance, pursuant to the final adjusted invoice which
shall not include any amounts which Owner has the right to withhold.
Acceptance of the release of Owner's Security by the Contractor shall
constitute a waiver and release of all claims against Owner and/or disputes
with Owner of the Contractor except due to Punch List items until corrected
and paid for, for disputes pending pursuant to Section 18.5 unless
otherwise agreed to by the parties in writing, and any sums withheld or not
yet due under this Agreement. When the Combustion Turbine Evaporative
Cooler Test and the Punch List items are complete and approved by Owner,
and if other amounts have been withheld as provided in this Agreement, then
when such matters for which such other amounts are withheld are resolved,
Owner shall pay or release the remainder of Owner's Security, as adjusted
by amounts withheld or expended from Owner's Security as permitted by this
Agreement, at such time as Contractor delivers to Owner (i) form each and
every Subcontractor who has performed Work on the Plant Premises, an
unconditional waiver and release upon final payment in compliance with
O.C.G.A. Section 44-14-366(d), a separate written acknowledgment of payment
as provided in O.C.G.A. Section 44-14-366(f) and a Subcontractor Final
Waiver, Release and Assignment of Liens and Claims contained in Exhibit
"N," each such form to be acceptable to Owner and Construction Lender (ii)
from the Contractor, an unconditional waiver and release upon payment in
compliance with O.C.G.A. Section 44-14-366(d), a separate written
acknowledgment of payment as provided in O.C.G.A. Section 44-14-366(f), and
a Contractor Final Waiver, Release and Assignment of Liens and Claims
substantially in compliance with O.C.G.A. Section 44-14-361.2 and Exhibit
"N" and stating that the agreed
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price or reasonable value of all labor, services, or materials have been
paid or waived in writing by all such Subcontractors and Lower-tier
Subcontractors and all others with a lien right against the Plant Premises,
each such form to be acceptable to Owner and Construction Lender, and (iii)
release of any other obligations or claims arising out of Contractor's
performance of this Agreement, unless otherwise agreed to by the parties in
writing, all of such documents to be in form satisfactory to Owner and
Construction Lender.
(g) The making of any full or partial progress payment or the payment or
release of any Owner's Security under this Agreement by Owner shall not
constitute an admission by Owner that the Work paid for thereby (or any
Work previously performed) is accepted or approved, and Owner shall have
the same right to challenge the adequacy of such Work as Owner would have
had if it had not made such payment or release. The making of any full or
partial progress payment or the payment or release of any Owner's Security
under this Agreement shall not mean that the Owner (i) made exhaustive or
continuous on-site inspections to check the quality or quantity of the
Work, (ii) reviewed construction means, methods, techniques, sequences or
procedures, (iii) reviewed copies of requisitions received from Contractor
and other data requested by the Owner to substantiate the Contractor's
right to payment, (iv) made examination to ascertain how or for what
purpose the Contractor has used money previously paid on account of the
Guaranteed Lump Sum Price, or (v) waived any claim for nonperformance of
the Work or any other obligation of Contractor hereunder including claims
for faulty, defective or omitted Work appearing after the payment of any
progress payment or the release or payment of Owner's Security.
(h) Owner is not required to invoke the Dispute procedure of Section 18.5 in
order to withhold amounts permitted by this Agreement to be withheld by
Owner from a progress payment invoice or an Owner's Security invoice or to
draw upon a Letter of Credit included in Owner's Security.
(i) Contractor shall be entitled to payment or release of any undisputed
Owner's Security upon satisfaction of the requirements of Section 3.1(f)
and Section 12.4 and subject to
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the provisions of Section 10(c). Upon termination of this Agreement, for
reasons other than Contractor default, Contractor shall be entitled to
payment or release of undisputed Owner's Security subject to the provisions
of Section 18.6 and Section 10(c) of this Agreement. Contractor shall be
entitled to interest on the amount of undisputed Retainage, subject to
Section 18.6 and Section 10(c), from the date due, and on disputed
Retainage, subject to Section 18.6 and Section 10(c), from the date finally
determined to be the date due, at the annual prime rate of The Chase
Manhattan Bank on the date due, plus one percent (1%), but not in excess of
the lawful maximum rate.
(j) Notwithstanding any other provision to the contrary in this Agreement, at
any time when Contractor is in material breach of this Agreement and Owner
has given Contractor notice thereof, Owner may withhold, all or such
portion of any payment due to Contractor as may be reasonable, in the
judgment of Owner, considering the nature of the material breach. On the
payment date next succeeding the date on which all such material breaches
of Contractor have been remedied, Owner shall make all payments withheld
during the continuation of any such material breaches, subject to the other
provisions and requirements of this Article 3, less any amounts paid by or
on behalf of Owner in an effort to remedy any such material breaches or the
costs incurred as a result thereof.
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Article 4. CHANGE ORDER.
(a) A proposed Change Order is a change in the Work and/or a change in the
Scheduled Date of Commercial Operation:
(i) proposed in writing by Owner to Contractor; or
(ii) proposed in writing by Contractor to Owner; or
(iii) proposed in writing by Owner or Contractor as a result of a Change of
Law or Change in Applicable Insurance Policy which materially changes
the Work and materially increases or decreases Contractor's cost of
performance under this Agreement.
No proposed Change Order shall be effective unless first approved by
Owner pursuant to Section 4(b).
(b) In the event that a Change Order is proposed then, no later than fifteen
(15) Business Days (unless otherwise extended by agreement, in writing)
following the proposal of the Change Order, Contractor shall prepare, in
writing, and send to Owner: (i) a full description of the scope of work,
(ii) a detailed estimate of the cost adjustment (increase or decrease) in
the Guaranteed Lump Sum Price, if any, caused by the proposed Change Order
and (iii) a detailed description of the cause of the Change Order, if
proposed by Contractor, and (iv) all effect(s), if any, of the Change Order
on the critical and noncritical elements of the Contractor's Work Schedule,
including any proposed change to the Scheduled Date of Commercial Operation
and (v) all estimates and effects required by Section 4(d). The effect of
the Change Order on the Scheduled Date of Commercial Operation shall be
determined pursuant to Section 4(h). Contractor shall also include in such
estimates and descriptions, the following information in accordance with
Exhibit "J": man-hours; billing rates for man-hours; the cost of design,
labor, Equipment, materials, and any other relevant cost element. Owner
shall have fifteen (15) Business Days from the date of receipt of such
information to either approve or disapprove, in writing, the proposed
Change Order, or to request additional information and/or additional time
to consider the proposed Change Order. Owner's failure to timely respond to
Contractor in writing shall constitute such disapproval by Owner. Owner
shall have the right to direct Contractor,
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in writing, to perform all or a part of the change in the Work pursuant to
Section 4(e). If Owner approves the Change Order, then Owner shall execute
the Change Order which shall operate as an amendment to this Agreement.
Upon the execution of the Change Order, Contractor shall immediately
proceed to perform the change in the Work and the Scheduled Date of
Commercial Operation shall be extended by the number of Days set forth in
the Change Order.
(c) Owner shall not be obligated for any Work or Equipment costs unless
undertaken pursuant to a Change Order duly approved in writing and
delivered to Contractor. Contractor shall not perform any Work or purchase
any Equipment in connection with a Change Order until Contractor has
received a Change Order duly approved in writing by Owner pursuant to
Section 4(b) or unless directed to perform the change in the Work pursuant
to Section 4(e). Any change in the Work performed or Equipment purchased by
Contractor without an approved Change Order executed by Owner will be at
Contractor's sole non-reimbursable expense and will not result in an
extension in the Scheduled Date of Commercial Operation.
(d) The detailed cost estimate of a Change Order shall be prepared in
accordance with Exhibit "J" and shall include a breakdown of man-hours,
material quantities, unit costs and markups as provided for in Exhibit "J."
Owner shall receive the benefit of any cost savings to the Guaranteed Lump
Sum Price resulting from a Change Order which savings shall be calculated
in the manner previously described in this Section 4(d). All costs and
adjustments shall be subject to verification by Owner.
(e) In addition to and without limitation to any of the foregoing provisions of
this Section 4, Owner shall have the right to direct Contractor to perform
any additional work which may in Owner's sole discretion be related to the
Plant either directly or indirectly, and/or the Plant Premises, and if such
additional work requires a change in the Scheduled Date of Commercial
Operation, such date shall be adjusted in accordance with Section 4(b).
(i) All additional Work performed by Contractor pursuant to this Section
4(e) shall be subject to verification by the Owner's Site
Representative. Notwithstanding any provision in this Agreement to the
contrary, Contractor shall not be
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compensated any amount for such Work unless time, supplies, and/or
materials have been verified by Owner's Site Representative.
Contractor shall provide Owner's Site Representative all necessary
information to verify such time, supplies and/or materials.
(ii) In the event Work is performed pursuant to this Section 4(e), the cost
will be prepared in accordance with Exhibit "J," and shall include a
breakdown of man-hours, material quantities, unit costs and markups as
provided for in Exhibit "J".
(iii) Owner shall approve the method of pricing prior to the start of any
related Work.
(f) Charges for Change Orders that have been approved in writing by Owner and
other Work required by Section 4(e) shall be included in the invoice for
progress payments and such invoices shall be paid in the same manner,
including Retainage withheld, and as described in Article 3. Change Orders
that result in a deduct or credit shall reduce the Guaranteed Lump Sum
Price by the amount of the decrease or credit.
(g) Any savings realized in the cost of the Work as a result of future
alternate designs which are proposed by Contractor and approved by Owner
which do not change or which improve the capacity, performance or quality
of the Equipment as designed shall be divided equally by the Contractor and
Owner.
(h) Contractor shall not be entitled to an extension of the Scheduled Date of
Commercial Operation as a result of Owner Caused Delay, a Force Majeure
event or a Change Order unless each of the following criteria is satisfied:
(A) Contractor demonstrates that such delay, event or order will
proximately cause Contractor to fail to achieve Commercial Operation
by the Scheduled Date of Commercial Operation;
(B) Contractor provides reasonable detailed support for the number of
Days of change requested in the Scheduled Date of Commercial Operation
as a result of such delay, event or order;
(C) Contractor demonstrates that it will use all reasonable efforts to
maintain the Scheduled Date of Commercial Operation as if the delay,
event or order had
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not occurred; and
(D) Contractor demonstrates specific actions which will be taken to
work around or mitigate the impact of the delay, event or order on the
Scheduled Date of Commercial Operation. Owner shall have the right to
analyze and Contractor shall, upon Owner's request provide, (a) the
most recent Contractor's Work Schedule prepared prior to the delay,
event or order (the "Old Schedule"), (b) Contractor's data sufficient
to support the Old Schedule, (c) the revised Contractor's Work
Schedule prepared after such delay, event or order (the "New
Schedule"), (d) Contractor's data sufficient to support the New
Schedule and (e) information concerning each change, event and
occurrence affecting the Contractor's Work Schedule from the date of
the Old Schedule through the date of the New Schedule. Unless
otherwise agreed, in the event of an Owner Caused Delay, a Force
Majeure event or Change Order, the Scheduled Date of Commercial
Operation shall be extended by the number of Days demonstrated as set
forth in this Section 4(h). A change in the Scheduled Date of
Commercial Operation which occurs pursuant to Sections 18.3(b), 19(a),
20.2(c) or 20.2(d) shall be governed by the specific procedures set
forth in such respective Sections.
(i) If Owner fails to obtain permits or licenses identified in Section 5(b)
when required, or fails to maintain such permits or licenses in force
(unless such failure is caused by Contractor), Owner shall have ten (10)
Days in which to cure such failure, and if Owner does not cure such
failure, Contractor shall be entitled to a Change Order to the extent that
such failure materially increases Contractor's cost of performance under
this Agreement or entitles Contractor to an extension of the Scheduled Date
of Commercial Operation (in accordance with Section 4(h)) on account of
such failure.
(j) To the extent that any Change Order issued under this Agreement affects the
Equipment or services furnished under the Turbine Contract, such Change
Order shall be subject to the prior approval of General Electric Company,
but only to the extent required under the Turbine Contract; provided that
Owner shall have the right to negotiate directly with General Electric
Company regarding approval of such Change
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Order.
(k) If local laws, rules and regulations necessitate modifications to any
Equipment supplied pursuant to the Turbine Contract or changes any services
to be supplied pursuant to the Turbine Contract, and a change order is
issued under the Turbine Contract as a result of such modification to
Equipment or change to services, a Change Order shall be issued under this
Agreement which passes through any change in price received under the
Turbine Contract and Owner or Contractor may request additional changes
arising because of any such modification to Equipment or changes to
services or revision in the schedule under Turbine Contract, subject to
compliance with all of the provisions of Article 4.
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Article 5. OWNER'S RESPONSIBILITY.
Owner shall, at its own expense:
(a) Provide ("as is") the Plant Premises, which are legally described and
generally depicted in Attachment V of Exhibit "A";
(b) Apply for and obtain the permits and licenses necessary in the prosecution
of the Work or the operation of the Plant as listed on Page 1 of Exhibit
"G";
(c) Pay all taxes associated with income or earned surplus generated by the
Plant or Plant Premises, as well as all real property taxes or personal
property taxes levied on the Equipment, Plant, Plant Premises, and all
component parts thereof;
(d) Be responsible for sales and use taxes as provided in Section 3.1(c);
(e) Provide access to the Plant Premises together with construction easements
covering any property not included in the Plant Premises on, over or under
which Contractor is required to perform any Work, so as to allow Contractor
to perform the Work;
(f) Furnish, at Owner's cost, qualified operating and maintenance personnel to
operate and maintain the Plant in accordance with Section 11.2;
(g) Provide start-up and operating fuels, turbine lube oil for flushing and
initial fill, bulk CO2 and hydrogen for generator purge and cooling, bulk
CO2 and FM200 for the turbine fire protection systems and bulk water
treatment chemicals, if any; pay for start-up power off the permanent
auxiliary transformer for the permanent Equipment; and make available spare
parts in accordance with Section 2(e) of this Agreement;
(h) Provide and pay for tools, materials and supplies for normal maintenance of
the System after Owner issues a Certificate of Mechanical Completion for
such System;
(i) Provide sufficient water (excluding water used for construction) and access
to wastewater disposal to permit normal and continuous operation of the
Plant;
(j) Supply the following:
(1) Reserved;
(2) all office furniture, maintenance shop and instrument shop tools, lab
tools and analytical equipment, warehouse shelving, storage bins and window
treatments; and
(3) backfeed power from an Interconnection Point selected by Owner by
fourteen (14)
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months after Authorization to Proceed is given to Contractor (as adjusted
pursuant to Section 20.2(c)); water supply for up to four hundred thirty
two thousand (432,000) gallons per day at the end of twelve (12) months
after Authorization to Proceed is given to Contractor (as adjusted pursuant
to Section 20.2(c)), and natural gas supply by thirteen (13) months after
Authorization to Proceed is given to Contractor (as adjusted pursuant to
Section 20.2(c);
(k) Provide for acceptance of electric power when requested by Contractor in
order for Contractor to fulfill its obligations in accordance with Sections
11 and 12; and
(l) Use reasonable efforts to operate the Plant after Commercial Operation so
as to permit Contractor to expeditiously complete the Work.
Contractor must diligently pursue all of its obligations under this Agreement,
notwithstanding any act or failure to act by Owner, including any acts in
connection with Acceptance Testing, tests, inspections, approvals required or
performed by Persons other than Contractor, Mechanical Completion, Final
Acceptance or the release of Owner's Security unless specifically provided for
in this Agreement, provided that the failure of Owner to perform any of the
obligations set forth in this Section 5, or the occurrence of any intentional
active interference by Owner to prevent or delay the performance of Contractor
under this Agreement, which failure or interference shall materially adversely
affect the Work, shall be an "Owner Caused Delay." In the event that an Owner
Caused Delay materially increases Contractor's cost of performance under this
Agreement and/or justifies an extension of the Scheduled Date of Commercial
Operation (in accordance with Section 4(h)) then Contractor shall be entitled to
a Change Order upon compliance with the provisions of Section 4. In the event
that as a result of an Owner Caused Delay, Contractor is unable to proceed with
any Work for a period of forty-five (45) days or more, then Owner shall be
deemed to have suspended the Work in accordance with the notice provisions of
Section 19.1 (b) and except as specifically set forth in this Section such
suspension shall be governed by the provisions of Section 19.1 (b).
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Article 6. OWNER REVIEW.
(a) Owner reserves the right throughout the term of this Agreement to review
all Drawings and to inspect Work at all stages at the Plant Premises,
Contractor's premises and Subcontractors' premises and to designate others
to review the drawings and inspect the work as may be necessary. Contractor
shall include the requirement of the immediately preceding sentence in all
subcontracts entered into by Contractor with respect to the Plant.
Inspection by Owner shall in no way relieve Contractor from its obligations
to furnish Work in accordance with this Agreement. Subject to compliance
with Contractor's reasonable rules for security of the Plant Premises,
Contractor shall afford access to the Plant Premises to the Independent
Engineer, and to others designated by Owner, as may be necessary or
appropriate to the servicing, maintaining, modifying, or upgrading of the
land or facilities located thereon. Contractor shall provide the
Independent Engineer, upon reasonable prior notice to Contractor, the right
to review and inspect the Work.
(b) Before any Work as required or inferred from any Drawing is commenced,
Contractor will submit such Drawing to Owner for review and Owner shall
respond to Contractor with any changes or comments on the Drawing within
eight (8) Business Days of receipt of the Drawing. Contractor may proceed,
at Contractor's risk, with Work required or inferred from a Drawing, prior
to the completion of review of such Drawing by Owner, if Contractor
determines that it is necessary to proceed in order to meet the schedule.
If Owner does not respond within eight (8) Business Days, Contractor shall
proceed as though the Owner has no comments on the Drawing, provided that
Owner's review or failure to review any Drawing shall not constitute an
admission or agreement by Owner that the Work to be provided or performed
in accordance with such Drawing is approved or is in conformance with the
representations, covenants and warranties of Contractor under this
Agreement. Whether or not specified in this Agreement, review, approval or
acceptance by Owner or its Representatives, of all or any part of the Work,
including Drawings or Plant shall not relieve Contractor from any
obligation under this Agreement. Review by Owner of any Drawing shall not
be deemed a waiver by Owner
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of any claim for nonperformance of the Work or any other obligation of
Contractor hereunder. It is the sole responsibility of Contractor to
properly design the Work and to provide proper Drawings and Owner shall
have no responsibility for the adequacy of design of the Plant or Drawings.
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Article 7. POWER CONTRACT DESIGN AND OPERATING REQUIREMENTS.
Contractor shall meet all the requirements and specifications applicable to the
Work in accordance with the excerpts from the Power Purchase Agreement in
Attachment IV to Exhibit B and the Interconnection Agreement which, when signed,
will be included as Attachment II to Exhibit "B." The Plant shall be designed
and constructed so as to meet or exceed the PECO Test requirements set forth in
Attachment IV to Exhibit "B."
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Article 8. CONSTRUCTION FINANCING.
Section 8.1 CONSTRUCTION LENDER'S REQUIREMENTS.
(a) Owner intends to borrow funds to finance the construction of the Plant. As
a condition precedent to loaning funds to Owner, the Construction Lender
may require certain documents as to the Work under this Agreement.
Contractor shall obtain and furnish to Owner and Construction Lender all
documents reasonably requested by Construction Lender.
(b) Contractor shall provide one or more duly executed corporate
indemnifications and guarantees (the "Guarantee(s)") from entities whose
financial responsibility is acceptable to Owner (the "Guarantors"), as a
condition precedent to and at the time of execution of this Agreement. The
duly executed Guarantee(s) must be delivered to Owner at the time of the
execution of this Agreement. The Guarantee(s) shall be provided to the
Owner and Construction Lender in the form of Exhibit "K," attached hereto
and by this reference made a part hereof. If Construction Lender requires
reasonable modifications to the Guarantee(s) as a condition to financial
closing of the construction loan for the Plant, Contractor, as a condition
precedent to continuing performance of this Agreement, shall furnish Owner
and Construction Lender with such modified documents. Contractor shall,
when requested by Owner, provide to Owner copies of the most recent audited
balance sheets of each Guarantor (or other documents reasonably
satisfactory to Owner and Construction Lender in place of audited balance
sheets) and such other documents reasonably requested by Owner with respect
to each Guarantor. Contractor shall also furnish a performance bond in such
form and with such surety and on such terms as are satisfactory to Owner in
the amount of Two Hundred Twenty Two Million Five Hundred Thirty Four
Thousand Two Hundred Forty Seven Dollars ($222,534,247) guaranteeing the
full and faithful performance of the Work by Contractor and a payment bond
in such form and with such surety and on such terms as are satisfactory to
Owner in the amount of Two Hundred Twenty Two Million Five Hundred Thirty
Four Thousand Two Hundred
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Forty Seven Dollars ($222,534,247) guaranteeing the payment by Contractor
of all amounts due Owner and all liens of all persons performing labor or
providing services, materials, equipment, supplies, machinery, utilities,
insurance or any other items in connection with the performance of the
Work.
(c) Upon written request from Owner, Contractor shall deliver to Owner an
interim waiver and release upon payment and a separate written
acknowledgment of payment from the Subcontractor, both in compliance with
O.C.G.A. Section 44-14-366 for all payments made to each Subcontractor and
any waiver or release of lien, encumbrance, claim or security interest of
Contractor deemed necessary by Owner or Construction Lender to the extent
of payments made to Contractor. Such documents shall be in a form
reasonably acceptable to the Owner and the Construction Lender and in
compliance with Applicable Laws.
(d) Any liens or security interests to which Contractor may be entitled by
Applicable Laws shall be subject to and subordinate to any Mortgage, Deed
of Trust, lien or security interest granted in favor of the Construction
Lender and/or subsequent lenders and all modifications, consolidations,
replacements and extensions thereof. This subordination clause applies to
the extent that the funds secured by the above listed encumbrance(s) of
said lender(s) are used for the development, purchase and construction of
the Plant and the Plant Premises, facilities and activities related
directly or indirectly thereto, including management expense, interest,
fees, reserve funds, parts, Equipment, interconnections, payments to gas
suppliers and transporters, lender reimbursable costs, start-up costs,
contingency funds, real estate and capital requirements (the "Purposes").
Contractor shall, at any time, upon request of Owner, execute and deliver
an Indemnity Agreement in form similar to the Contractor's Indemnity
contained in Exhibit "N." Contractor shall, at any time, upon request from
Owner execute a subordination agreement in form similar to the Contractor
Priority Agreement contained in Exhibit "N" so that the interests or
potential interests of Contractor are subordinate to the interests of
Construction Lender and any subsequent lender. Contractor shall require in
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each contract of a Subcontractor which is in the amount of FIVE HUNDRED
THOUSAND DOLLARS ($500,000) or more, a subordination provision as described
in this Section. In addition, Contractor shall require each Subcontractor
to execute and deliver to Contractor an interim waiver and release waiving
such Subcontractor's lien for all Work for which payment has been received,
a separate written acknowledgment of payment and Assignment of All Liens
and Claims substantially in the same form as contained in Exhibit "N" and
all of which will be in such form as is acceptable to Construction Lender,
each time a payment is made to such Subcontractor for Work. Contractor
shall secure and deliver to Owner an executed Subcontractor Priority
Agreement as required by Construction Lender's title insurance company in
form similar to the form contained in Exhibit "N" from each Subcontractor
which may have acquired lien rights prior to the recording of Construction
Lender's security documents.
(e) The Contractor Consent and Agreement, which is to be executed between
Contractor and Construction Lender, shall require that the Construction
Lender give duplicate copies to Contractor of any formal notices of default
given pursuant to the Construction Loan Agreement.
(f) COMMENCEMENT, NOTICE.
Except as otherwise provided under a Limited Notice to Proceed, Contractor
shall commence Work pursuant to this Agreement on the date the
Authorization to Proceed is given to Contractor pursuant to Section
20.2(b).
(g) Prior to the time of the issuance of the title insurance policy by
Construction Lender's title insurance company and upon written request from
Owner, Contractor, within five (5) Days of its receipt of such request,
shall deliver to Construction Lender's title insurance company a list (in
the form of an affidavit), identifying all Subcontractors and Lower-tier
Subcontractors who, to the best of Contractor's knowledge, have performed
Work including the preparation of Drawings or delivered materials or
supplies in connection with the Plant or the Plant Premises.
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Article 9. WARRANTIES.
Section 9.1 ENGINEERING, DESIGN AND PERFORMANCE WARRANTIES. In addition to and
not in limitation of any representations, covenants, and warranties of
Contractor set forth elsewhere in this Agreement, Contractor further represents,
covenants and warrants to Owner each of the following:
(a) The engineering and design of the Plant, including the preparation of the
Drawings, shall (i) meet the requirements of this Agreement, (ii) be in
accordance with Applicable Laws, Applicable Insurance Policies and Good
Utility Practice and (iii) conform to the requirements set forth in
Exhibits "A", "B" and "D."
(b) Contractor will use best efforts to obtain Subcontractor warranties of
twenty-four (24) months, or longer, at no additional cost to Contractor,
running in favor of Owner, as are required to meet the requirements as
set forth in Exhibits "A" and "B." Subcontractor warranties shall be
assigned to Owner upon Owner's request, without prejudice to
Contractor's rights to enforce such Subcontractor warranties during the
warranty period. In no event will Subcontractor warranties for
engineered Equipment be for less than a period of the greater of
eighteen (18) months after the Scheduled Date of Commercial Operation
(as determined on the date on which the Authorization to Proceed is
delivered under this Agreement and without any extensions otherwise
applicable to such date) or twelve (12) months after the date of
Commercial Operation. Owner shall be entitled to rely on and enforce:
Contractor warranties and other Contractor obligations; or Subcontractor
warranties, or both; or any combination of such warranties and
obligations.
(c) The performance of the Equipment specified in Exhibits "A" and "B" shall
meet or exceed the performance requirements as set forth in Exhibit "D."
(d) The Systems shall be designed and constructed so as not to interfere with
or limit the performance of the Equipment to meet the requirements as set
forth in Exhibit "D."
(e) The Units and the Plant shall meet the performance warranties set forth in
Article 13.
Section 9.2 EQUIPMENT WARRANTIES. Contractor represents, covenants and warrants
each of
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the following:
(a) All Equipment shall be new, in strict accordance with specifications,
Applicable Laws and Good Utility Practice, free of Defects in material and
workmanship (including all Defects or malfunctions which may arise as a
result of the occurrence of the year 2000) and suitable for use under the
climatic and range of operating conditions as set forth in Exhibits "A",
"B" and "D."
(b) The Plant will be fit for the purposes, as described in this Agreement, for
which it is intended.
(c) Contractor shall execute, submit and otherwise fulfill all obligations
required in connection with all Subcontractor warranty documents, and for
the length of the warranty period set forth in Section 9.9 of this
Agreement, administer, litigate and process any disputes, disagreements or
claims with the person issuing such warranty concerning the breach thereof;
provided such obligations shall not include the right to release or
diminish Subcontractors' ongoing warranty obligations without express
written consent of Owner, and Contractor shall cooperate with Owner and
allow Owner to participate in all decisions which materially affect Owner
or the operation of the Plant. The warranties of Contractor with respect to
Work or Equipment supplied pursuant to the Turbine Contract shall be equal
to the warranties provided pursuant to the Turbine Contract, including the
warranty limitation set forth in Section 10.4 of the Turbine Contract
concerning "collateral damage" as defined therein, provided that if
Contractor recovers all or part of the costs of such "collateral damage"
from General Electric Company under any other provision of the Turbine
Contract, Contractor shall, to the extent of such recovery, be responsible
for correcting such "collateral damage."
Section 9.3 CONSTRUCTION WARRANTIES. Contractor represents, covenants and
warrants each of the following:
(a) Contractor will perform and complete the Work in a good and workmanlike
manner, in accordance with Applicable Laws, Applicable Insurance Policies,
Good Utility Practice and this Agreement and free from Defects in
materials, workmanship and title;
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(b) Contractor will diligently and continuously prosecute the Work; and
(c) The Plant will conform to the Drawings.
Section 9.4 EMISSION WARRANTY. Contractor represents, covenants and warrants
during all Acceptance Testing that when operating the combustion turbines in
accordance with manufacturers' requirements, that the hourly average air
emissions for each Unit and the Plant as a whole will not exceed the values set
forth in the permits attached as a part of Exhibit G.
Section 9.5 WATER DISCHARGE WARRANTY. Contractor represents, covenants and
warrants that during all Acceptance Testing that the Plant's water discharge
during operation shall comply with the NPDES Permit and the representations made
in the NPDES Permit Application as provided in Exhibit "G."
Section 9.6 NOISE POLLUTION WARRANTY. Contractor represents, covenants and
warrants that during all Acceptance Testing that operation of the Units and the
Plant shall meet the applicable noise emission requirements as shown in Section
3.25 in Exhibit "A."
Section 9.7 OTHER WARRANTIES. Contractor represents, covenants and warrants each
of the following:
(a) The Plant will be designed and completed in a manner such that the Plant is
capable of operation that will not result in a revocation or suspension of
its status as an Exempt Wholesale Generator, as that term is defined in
Section 32 (a) (1) of the Public Utility Holding Company Act of 1935, as
amended, 15 U.S.C. Section 79 z. - 5 a. and regulations thereunder.
(b) The Work and the Plant shall be in compliance with Applicable Laws,
Applicable Insurance Policies and this Agreement.
(c) This Agreement has been executed on behalf of Contractor with proper
authority in accordance with the laws of the State of Delaware, as well as
in accordance with the articles of organization of Contractor. Each
Guarantor has full power to enter into the Guarantee. Each Guarantee has
been executed with full authority in accordance with the laws of the state
of organization of each of the respective Guarantors, as well as in
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accordance with the articles of organization and governing instruments or
documents of such Guarantor.
(d) Contractor is a corporation, duly organized in accordance with the laws of
the State of Delaware. Contractor (i) has the power and authority to own
its property and assets and to transact the business in which it is engaged
or presently proposes to engage, and (ii) is authorized to do business as a
corporation and is in good standing in each jurisdiction in which it is
required to be authorized to do business. No governmental approval (other
than those already obtained) is necessary or appropriate in connection with
the formation and continued existence of Contractor.
(e) Contractor has full power, authority and legal right to execute, deliver,
and perform this Agreement and any subcontracts to be entered into by it.
(f) Contractor has taken all necessary action to authorize the execution,
delivery and performance of this Agreement. No necessary action on the part
of Contractor, and no consent of or authorization of, filing with or any
other act by or in respect of any governmental authority or other person is
required in connection with the execution and delivery by Contractor of
this Agreement.
(g) This Agreement has been duly executed and delivered on behalf of Contractor
and constitutes a legal, valid and binding obligation of Contractor
enforceable against Contractor in accordance with its terms, except as the
enforcement thereof may be limited by applicable bankruptcy, insolvency or
similar laws affecting the enforcement of rights of creditors generally and
except to the extent that enforcement of rights and remedies set forth
therein may be limited by equitable principles (regardless of whether
enforcement is considered in a court of law or a proceeding in equity).
(h) Neither the execution, delivery or performance by Contractor of this
Agreement nor compliance by it with the terms and provisions hereof will
(i) to the best of Contractor's knowledge contravene any Applicable Laws,
(ii) conflict with or result in any breach of any of the terms and
conditions of, or result in the creation or imposition of (or the
obligations to create or impose) any lien upon any of the property or
assets of
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Contractor under, any agreement or instrument to which Contractor is a
party or by which it or any of its property or assets is bound, or (iii)
violate any provision of Contractor's charter or other organizational
documents.
(i) All Work and the Plant will conform to the design, construction,
engineering and performance standards described in this Agreement.
(j) Upon transfer of title to the Work to Owner, Owner shall have title to all
Work free and clear of claims and liens of all Persons, as provided in
Section 27.5 of this Agreement, subject however, to the interest of the
Development Authority pursuant to bond financing obtained from the
Development Authority.
(k) There is no outstanding litigation against Contractor which is likely to
materially impair its ability to perform its obligations under this
Agreement and, to the best of Contractor's knowledge, there is no expected
litigation against Contractor which is likely to materially impair its
ability to perform its obligations under this Agreement.
(l) Contractor will promptly comply with all requirements of O.C.G.A. Section
44-14-361.5, including filing a Notice of Commencement in the real estate
records of the Clerk of Superior Court of Heard County, Georgia and posting
a Notice of Commencement on the Plant Premises.
Section 9.8 CORRECTIONS.
(a) Contractor shall promptly, upon written notice from Owner, correct Work
rejected by the Owner for failing to conform to the requirements of this
Agreement, including warranties, observed before or during the warranty
period set forth in Section 9.10 of this Agreement whether or not
fabricated, installed or completed. Contractor shall bear the costs of
correcting all rejected Work. If Contractor disagrees with any rejection of
Work by Owner, Contractor shall promptly submit to Owner a "Request for
Directed Work Order." If Owner issues a "Directed Work Order," Contractor
shall proceed without undue delay to repair or replace Work which Owner has
rejected, as set out in such order and consistent with this Article 9.
Within fourteen (14) Days after Contractor's submittal of a Request for
Directed Work Order, Contractor may submit a
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"Dispute Notice" to Owner setting out the reasons for Contractor's
disagreement with Owner's rejection of Work and the parties shall resolve
such disagreement as a Dispute in accordance with the procedures of Section
18.5.
(b) Contractor shall commence action to correct any Defects in engineering
and/or design as soon as reasonably possible but in no event more than
seventy-two (72) hours after Contractor becomes aware of such Defects
whether on its own or by receipt of notice from Owner, unless otherwise
agreed to by Owner, in writing.
(c) Contractor shall bear the installed cost of any and all repairs,
replacements and corrections required for Work not in accordance with
Contractor's obligations, including any warranty made under this Agreement,
including the cost to remove or replace walls and barriers and the cost of
equipment to complete the repairs.
(d) Except for Work and Equipment provided by General Electric Company pursuant
to the Turbine Contract, which shall be governed by the warranties set
forth in the Turbine Contract, any repaired or replaced Work shall be
rewarranted for an additional twelve (12) month warranty period, or the
balance of the eighteen (18) month warranty period, whichever is
greater; but in no event shall any Contractor warranty or rewarranty
extend beyond thirty (30) months after the date of Commercial Operation.
Any repaired or replaced Work and/or Equipment supplied pursuant to the
Turbine Contract shall be rewarranted by Contractor as provided for in
the Turbine Contract.
(e) No extension of time or increase in the Guaranteed Lump Sum Price will be
allowed for corrections made in accordance with this Agreement. In
performing its warranty obligations, Contractor shall coordinate with
Owner's schedule of operation to minimize any adverse effect on the Plant's
operations. The warranties set forth in this Agreement shall apply to any
changes in the design or construction of the Plant performed pursuant to
this Agreement unless Contractor reasonably disputes such changes as not
being in accordance with good workmanship or generally accepted
professional engineering standards, provided that Contractor gives Owner
written notice of its dispute with the change prior to Contractor
performing any such change
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and such dispute ultimately is resolved in Contractor's favor.
(f) Contractor shall not cover any of the following portions of the Work
without providing Owner's Site Representative with notice of covering at
least twenty-four (24) hours before such portion of the Work is to be
covered: fire water piping; oil storage tank area; sanitary sewer; waste
water line and such other items reasonably requested. If any portion of the
Work is covered without Contractor complying with such a request, that
portion of the Work must, if required in writing by the Owner, at
Contractor's expense, be uncovered for observation and shall be recovered.
If any portion of the Work has been covered which the Owner has not
specifically requested to observe prior to being covered, the Owner may
request to see such Work and it shall be uncovered by Contractor. If such
Work is found to be in accordance with the Drawings, the cost of uncovering
and recovering shall, by appropriate Change Order, be charged to Owner. If
such Work is not found to be in accordance with the Drawings, Contractor
shall bear such uncovering and recovering costs.
(g) If Contractor does not provide Owner the right to inspect any portion of
the Work as required by Section 6(a), Contractor must, if required in
writing by Owner, dismantle such portion of the Work as is required for
inspection and Contractor shall bear the expense of such dismantling and
reassembly. If Owner requests the dismantling of Work for which it failed
to request inspection or failed to inspect despite the availability of such
Work for inspection and such Work proves to be in accordance with this
Agreement, the expense of dismantling and reassembly shall, by appropriate
Change Order, be charged to Owner. If such Work proves to be not in
accordance with this Agreement, Contractor shall bear such dismantling and
reassembly costs.
Section 9.9 WARRANTY PERIOD.
Except as provided in Section 9.8(d) of this Agreement, Contractor shall be
obligated for all warranties under this Article 9 for a period commencing with
execution of this Agreement and continuing for a period of the greater of
eighteen (18) months after the Scheduled Date of Commercial Operation (as
determined on the date on which the Authorization to Proceed is
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delivered under this Agreement and without any extensions otherwise
applicable to such date) or twelve (12) months after the date of Commercial
Operation of a Unit; provided that notwithstanding the immediately preceding
warranty periods, Contractor shall be obligated for warranties for any design
defect for a period of one (1) year after Commercial Operation of the last
Unit and for those specific items listed in Attachment VI of Exhibit B for
the period set forth after such specific item; and further provided, that,
with respect to the Equipment warranted pursuant to the Turbine Contract,
Contractor's warranty shall be limited to the warranty period(s) set forth in
such Contract. Contractor shall assign all warranties under the Turbine
Contract to Owner immediately following Commercial Operation. In addition to
all other remedies available to Owner, if there is a breach of Contractor's
warranty, Contractor shall immediately begin corrective action, pursuant to
Section 9.8, after receipt of written notice from the Owner to do so.
Contractor shall not be entitled to rely upon the warranties of its
Subcontractors in determining the extent or limitation of any of Contractor's
warranties, nor shall Owner be limited thereby. This Section 9.9 shall not be
a time limitation for any action under this Agreement which arises by reason
of the violation of or failure to perform under any provision or Section
other than this Article 9.
Section 9.10 WARRANTY LIMITATIONS.
The warranties and remedies for each warranted item under this Article 9 shall
be inoperative with respect to a Defect in such warranted item if:
(a) such Defect in such warranted item is caused by Owner's failure to operate
and maintain the warranted item (i) in conformance with applicable
operating and maintenance instructions and other reasonable written
recommendations supplied by Contractor (to the extent such instructions are
not inconsistent with the terms, conditions, specifications or standards
set forth in this Agreement) or, in the absence of thereof, (ii) in
accordance with generally accepted operating practices of the electric
power producing industry;
(b) the warranted item is materially altered without the written consent of
Contractor and the alteration causes such Defect in such warranted item; or
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(c) Contractor, in writing, requests operating and maintenance data from Owner
with respect to a defective warranted item and Owner fails to provide
Contractor with reasonable access to any such available operating and
maintenance data.
Contractor shall have no warranty responsibility for (i) any repairs,
adjustments, alterations, replacement or maintenance that may be required to any
warranted item as a result of normal corrosion, erosion or wear and tear, or
(ii) any Defect in a computer program, or portion thereof, which has been
modified (excluding revisions of data or changes in configuration of the
programs typically allowed by the manufacturer) without the written consent of
Contractor. The limitations set forth in this Section 9.10 shall not limit or
modify the warranties set forth in the Turbine Contract. With respect to all
warranties and rewarranties made by General Electric Company pursuant to the
Turbine Contract, all of which are incorporated by reference into this
Agreement, Contractor shall have the primary, separate and direct obligation to
Owner for such warranties and rewarranties; provided, however, that as between
Owner and Contractor, Contractor shall not have the benefit of any conditions,
exclusions or exceptions to such warranties and rewarranties under the Turbine
Contract or this Agreement which arise as a result of the actions or failures to
act of Contractor (including actions or failures to act of Subcontractors other
than General Electric Company and Lower-tier Subcontractors), including any
breach by Contractor of the standards of performance set forth for Buyer in the
Turbine Contract or for Contractor in this Agreement.
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Article 10. OWNER'S RIGHT TO CURE WORK AND SET OFF.
(a) If Contractor shall fail, refuse or neglect to make any payment related to
the Work due by Contractor (excluding non-payment to Subcontractors as a
result of a good faith dispute) or perform any of its obligations required
by this Agreement and Contractor fails to commence in good faith and with
due diligence to remedy any such non-payment or non-performance within
seventy-two (72) hours after notice from Owner, then at any time thereafter
Owner may without waiving or releasing any other right, remedy or recourse
which Owner may have (but Owner shall not be obligated to do so) make such
payment or perform such act or acts for the account of and at the expense
of Contractor. In making any payment on behalf of Contractor, Owner shall
have the right to take all such action as Owner may deem necessary or
appropriate, including the use of proprietary data, upon the execution of a
reasonable Confidentiality Agreement if requested by a Subcontractor owning
such data, in order to remedy such failure, refusal or neglect of
Contractor. Contractor shall indemnify and hold Owner harmless from and
against any and all loss, cost, expense, liability, damage and claims and
causes of action, including reasonable attorney's fees, incurred or
accruing by or as a result of any acts performed by Owner pursuant to the
provisions of this Section 10(a), except in the event of Owner's sole
negligence, and for funds advanced by Owner pursuant to this Section 10(a)
or any other provision of this Agreement. If Contractor and Owner agree in
advance to have Owner perform certain acts otherwise required to be
performed by Contractor, Owner shall not be entitled to indemnification
under this Section 10(a) with respect to such acts unless Owner and
Contractor specifically agree to such indemnification. All sums advanced or
debts incurred by Owner pursuant to this Section 10(a) shall have added to
the sum advanced, as an additional amount to be paid by Contractor to
Owner, interest at the less of the rate of fifteen percent (15%) per annum
or the largest rate allowable under Applicable Laws, until such advance or
debt is repaid by Contractor to Owner. Contractor shall pay Owner for such
sums no later than fifteen (15) Days after written demand by Owner. The
rights of Owner under this Section 10(a) are in addition to and not in lieu
of rights provided to
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Owner in Article 18 of this Agreement.
(b) Owner shall notify Contractor of any breach of a provision of this
Agreement and the rejection of any Work and/or Equipment that are not in
accordance with the Exhibits or the Drawings; provided, however, that
failure, on the part of Owner to report any breach of a provision of this
Agreement which Owner may know of to Contractor shall not relieve
Contractor of any of its responsibilities as provided in this Agreement nor
give Contractor any additional rights.
(c) Owner shall have the right to set off any claim of Owner for liability of
Contractor to Owner arising under this Section or any other provision of
this Agreement against any debt or obligation of Owner to Contractor
arising under this Agreement.
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Article 11. MECHANICAL COMPLETION, FUNCTIONAL TESTING.
Section 11.1 MECHANICAL COMPLETION.
(a) Contractor shall give Owner three (3) Days notice prior to any testing or
checkout, which is required as a condition for Contractor's delivery of
Notice of Mechanical Completion, including all checkout and Equipment
testing. Owner may witness all such testing and checkout.
(b) When Contractor determines that a particular System, Unit or Phase (i) has
been assembled, constructed or completed in accordance with the Drawings,
(ii) has successfully passed checkout and System Testing for Mechanical
Completion (including functional testing of all components of the System)
and necessary non-performance testing, including hydrostatic testing, loop
checks, relay checks, calibration and continuity checks, (iii) is
sufficiently identified, including all records or other documents of
whatever nature pertaining to the assembly or construction of the System,
and (iv) is ready for Functional Testing, Contractor shall notify Owner in
writing that the System, Unit or Phase is mechanically complete ("Notice of
Mechanical Completion"). The Notice of Mechanical Completion shall include:
a marked up P&ID to show the extent of the System, Unit or Phase; all
results of System, Unit or Phase checkout and all System, Unit or Phase
Testing for Mechanical Completion; and other checkout sheets and setting
data, and, with respect to each Unit, shall list in detail the Equipment
for which Owner shall assume risk of loss upon achievement of Commercial
Operation by such Unit. Owner shall respond in writing to Contractor's
Notice of Mechanical Completion within ten (10) Days from its receipt of
the Notice of Mechanical Completion setting forth one of the following: (1)
an indication that the particular System or Unit (and later, when
applicable, Phase I or Phase II) appears to be mechanically complete,
except for Punch List items ("Mechanical Completion"), as evidenced by
Owner's signature on and return of such Notice to Contractor ("Certificate
of Mechanical Completion") accompanied by Owner's Punch List, satisfactory
completion of which shall be accomplished by Contractor within a reasonable
time period identified by Owner; or (2) rejection of the
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particular System or Unit (and later, when applicable, Phase I or Phase II)
as mechanically complete by giving a written notice to Contractor stating
with reasonable particularity the facts upon which such rejection is based,
and stating the specific Work which it appears that Contractor must perform
and the specific conditions which should be met in order for the System or
Unit (and later, when applicable, Phase I or Phase II) to become
mechanically complete. The existence of Punch List items shall not delay
Mechanical Completion of a System if Owner agrees that the items or items
on the Punch List are in accordance with the definition of Punch List set
forth in Article 1. The date of Mechanical Completion is the date on which
Owner signs such notice indicating Mechanical Completion. Upon receipt by
Contractor of Owner's rejection as provided by Section 11.1(b)(2),
Contractor shall take immediate action and proceed with due diligence and
in good faith to remedy the conditions described in such rejection. After
receipt of a rejection notice and correction of the items described in such
notice, Contractor shall recommence the process in this Section 11.1 by
giving a new Notice of Mechanical Completion to Owner and Owner shall have
five (5) days after receipt of such new Notice of Mechanical Completion in
which to respond.
(c) Contractor shall obtain written approval from Owner in accordance with
Owner's requirements, including safe clearance procedures, prior to
performing any Work on a System or Unit (and later, when applicable, Phase
I or Phase II) for which a Certificate of Mechanical Completion has been
issued.
(d) In no event shall a Certificate of Mechanical Completion be issued for a
Unit unless and until a Certificate of Mechanical Completion for all
Systems associated with such Unit has been issued, all Systems associated
with such Unit have been completed and the Unit is ready for Functional
Testing, provided however, the existence of Punch List items shall not
delay Mechanical Completion of the Unit if Owner agrees that the items or
items on the Punch List are in accordance with the definition of Punch List
set forth in Article 1. In no event shall a Certificate of Mechanical
Completion be issued for a Phase unless and until Certificates of
Mechanical Completion for all Units associated with such Phase have been
issued, all Units associated with such Phase have been
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completed and the Phase is ready for PECO Tests, provided however, the
existence of Punch List items shall not delay Mechanical Completion of the
Phase if Owner agrees that the items or items on the Punch List are in
accordance with the definition of Punch List set forth in Article 1.
(e) Functional Testing for each System or any group of Systems may commence
upon certification of Mechanical Completion of such System or group of
Systems, provided that such System or group of Systems shall have its
control systems tested for efficient operation prior to the commencement of
such Functional Testing. Functional Testing of a critical System may
proceed upon Notice of Mechanical Completion of such System and
verification by Owner that Functional Testing may proceed even if
certification of Mechanical Completion for such System is not finalized,
provided that such critical System shall have its control systems tested
for efficient operation prior to the commencement of such Functional
Testing. Functional Testing of a Unit may proceed upon Notice of Mechanical
Completion of the Unit and verification by Owner that Functional Testing
may proceed even if certification of Mechanical Completion of the Unit is
not finalized. Verification that Functional Testing may proceed shall not
be unreasonably delayed. Contractor shall prepare Functional Test
procedures and submit the procedures to Owner not less than ninety (90)
Days prior to the scheduled date to begin Functional Testing. Owner shall
provide comments on the Functional Test procedures not later than thirty
(30) Days after the final Functional Test procedures are submitted. Final
Functional Test procedures incorporating Owner's comments shall be issued
by Contractor within thirty (30) Days of receiving Owner's comments. Prior
to the commencement of Functional Testing, Contractor shall complete and
Owner shall approve all written operating procedures, maintenance manuals
and operator training as set forth in this Agreement.
Section 11.2 ISSUANCE OF A CERTIFICATE OF MECHANICAL COMPLETION.
(a) Notwithstanding the issuance of a Certificate of Mechanical Completion by
Owner with respect to a System or a Unit, prior to Commercial Operation of
a Unit, the operation and maintenance of the Unit shall be under the
direction and control of the
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Contractor through the Contractor's start-up manager. Contractor's start-up
manager and other Contractor personnel used in connection with the
start-up, adjustment or other operation of the Unit prior to Commercial
Operation shall be qualified and trained to start-up, adjust and operate
the Unit and shall perform their duties in accordance with Good Utility
Practice. During the period between the issuance of a Certificate of
Mechanical Completion for a System or a Unit and prior to Commercial
Operation of such Unit, the operation and maintenance of the System or Unit
shall be performed by operations and maintenance personnel provided by
Owner on a full-time basis, subject to the direction of Contractor's
start-up manager, using tools, materials and supplies of Owner (to the
extent that this Agreement provides for Owner to supply or have available
such tools, materials and supplies), provided that Contractor's start-up
manager shall utilize personnel provided by Owner in accordance with Good
Utility Practice in connection with normal operation and maintenance
activities and in accordance with the applicable job scope of each
individual. Contractor's start-up manager shall be responsible for
maintaining proper System protection in general and in particular with
regard to weather and for start-up scheduling. On the date on which
Commercial Operation of a Unit occurs, control of the operation and
maintenance of the Unit and risk of loss to such Unit shall transfer from
Contractor to Owner and thereafter Owner shall be in charge if issuing "hot
work permits" at such times as Contractor requires access to such Unit.
(b) Contractor shall provide Owner with written notice to Owner's Site
Representative prior to performing any Work on a System or Unit (and later,
when applicable, an entire Phase) for which Owner has issued a Certificate
of Mechanical Completion, and such Work shall be performed in accordance
with Owner's requirements, including safe clearance procedures.
(c) Notwithstanding anything in this Section 11.2 to the contrary, Contractor
shall not be responsible or liable for damage or loss caused by the Owner's
operator's employees when acting contrary to or outside the direction of
Contractor. This Section 11.2(c) shall not change any obligation of
Contractor nor its responsibility for its own
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negligence or for breach of any obligation provided in this Agreement,
including the obligations of this Section 11.2.
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Article 12. ACCEPTANCE TESTING, COMMERCIAL OPERATION AND FINAL
ACCEPTANCE.
Section 12.1 ACCEPTANCE TESTING PROCEDURES.
In conformance with Exhibit "D," specific test procedures for all
Acceptance Testing will be developed by Contractor and shall be jointly
reviewed and, if necessary, revised by Owner and Contractor, subject to
final approval by Owner and Contractor. Acceptance Testing means the
performance of:
(a) PECO Tests which will be developed encompassing the
requirements of PECO, all of which are specifically
identified in Section 3.0 of Exhibit "D". The PECO Tests will
include a test determining capacity output after completion
of each Phase and tests which demonstrate various Plant and
component capabilities, including a test of the combustion
turbine evaporative cooler as set forth in Section 2.2.3.4 of
Exhibit "D" (the "Combustion Turbine Evaporative Cooler Test");
(b) Owner Tests to confirm that each Unit and the Plant will meet
the requirements of Owner under this Agreement, all of which
are specifically identified in Exhibit "D." The Owner Tests
will include:
(i) tests to measure net power output and net heat rate of
each Unit and the entire Plant as set forth in
Section 2.1 of Exhibit "D" ("Performance Tests");
(ii) tests to demonstrate satisfaction of the requirements
for Unit, Plant and component capabilities as set forth
in Section 2.2 of Exhibit "D" ("Demonstration Tests");
(iii) air permit compliance tests to satisfy the requirements
of Section 2.3 of Exhibit "D" with respect to each Unit
("Emissions Test"); and
(iv) an availability test for each Unit to satisfy the
requirements set forth in Section 2.4.1 of Exhibit
"D" ("Unit Availability Test") and an availability
test for the Plant ("Plant Availability Test") to
satisfy the requirements set forth in Section 2.4.2
of Exhibit "D".
Contractor shall submit final detailed test procedures to Owner and the
Independent Engineer at least ninety (90) Days prior to the start of
Acceptance Testing.
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Section 12.2 REQUIREMENTS AND NOTIFICATION FOR ACCEPTANCE TESTING -
COMMERCIAL OPERATION DEFINED.
A Unit will not be deemed to be ready for Acceptance Testing until all the
requirements of Sections 12.2 (a) and (b) are satisfied.
(a) Prior to the commencement of Acceptance Testing for a Unit,
Contractor shall achieve each of the following (each of which continues
to be true at the time of commencement of such Acceptance Testing):
(i) Mechanical Completion of each System of the Unit individually
and of the entire Unit except for Punch List items;
(ii) satisfaction of all Functional Testing requirements
for the Unit, as provided in Section 11.1(e);
(iii) the availability of the Unit for normal and continuous
operation;
(iv) issuance of all permits required to be obtained by
Contractor; and
(v) calibration of the continuous emissions monitoring
systems instrumentation for such Unit.
(b) At least seven (7) Days prior to the commencement of Acceptance
Testing for a Unit, Contractor shall give notice to Owner, the party
acting as agent for the Construction Lender and the Independent
Engineer proposing the date upon which Acceptance Testing for such
Unit will begin and including a schedule for all of the required tests
(an "Acceptance Testing Notice"). Contractor may schedule any tests
required by this Agreement, but not scheduled in the first Acceptance
Testing Notice for a Unit, by giving a subsequent Acceptance
Testing Notice to Owner, the party acting as agent for the Construction
Lender and the Independent Engineer at least seven (7) Days prior to
commencement of such tests proposing the date upon which such tests
will begin for such Unit and including a schedule for such tests.
The first Acceptance Test Notice for a Unit shall be given by
Contractor at the same time as or after the Notice of Mechanical
Completion of the Unit is given to Owner by Contractor and Acceptance
Testing shall not commence prior to satisfaction of all Functional
Testing requirements
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for such Unit. At the time when each Acceptance Testing Notice is
given, Contractor shall reasonably believe that during Acceptance
Testing for such Unit, Unit emissions will be in compliance with the
requirements of all applicable air permits as set forth in
Exhibit "G." Owner shall notify PECO and all other Persons, except
those notified by Contractor pursuant to this Section 12.2(b), that
are required to witness any such testing. Contractor shall provide
Owner and all Persons receiving notice the opportunity to observe the
tests included in the Acceptance Testing Notice at the time specified
for such tests in the notice. If Owner determines that all of the
requirements of Sections 12.2(a) and (b) have been met, Owner will
confirm to Contractor that Acceptance Testing may begin for such Unit
on the date proposed in the Acceptance Testing Notice. If Owner
determines that one or more of the requirements of Sections 12.2(a)
and (b) have not been met, Owner may reject the Acceptance Testing
Notice by giving notice to Contractor, within five (5) Days of receipt
of the Acceptance Testing Notice, setting forth one or more of the
requirements of Section 12.2(a) or Section 12.2(b) which Contractor
has failed to meet ("Cancellation Notice"). The Cancellation Notice
shall state with particularity the facts upon which cancellation of
Acceptance Testing is based, and state the specific conditions which
must be met before the Acceptance Testing for such Unit can proceed.
Contractor shall take such action as is appropriate to remedy the
conditions described in the Cancellation Notice. Owner's failure to
give a Cancellation Notice to Contractor within five (5) Days after
receipt of the Acceptance Testing Notice shall be deemed to be Owner's
approval for Acceptance Testing to proceed for a Unit as indicated in
the Acceptance Testing Notice. After Contractor has taken action to
remedy any condition or conditions which Owner has stated in a
Cancellation Notice, Contractor shall give Owner a new Acceptance
Testing Notice for such Unit conforming to the requirements of this
Section 12.2(b), and the provisions of this Section 12.2(b) shall apply
with respect to such new Acceptance Testing Notice in the same manner
as they applied to the original Acceptance Testing Notice, except:
(i) the date for the commencement of Acceptance Testing for such Unit
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shall be no earlier than seventy-two (72) hours after the receipt
of such new notice by Owner, and (ii) Owner shall have forty-eight
(48) hours after the Owner's receipt of the new notice within which
Owner may reject the Acceptance Testing Notice for such Unit by
giving a new Cancellation Notice to Contractor. The foregoing
procedure shall be repeated as often as necessary until Owner no
longer reasonably rejects the Acceptance Testing Notice. If one of
the tests required as a part of Acceptance Testing for a Unit is
failed or is terminated prior to completion of such test and such
test is not restarted within forty-eight (48) hours, the notice
requirements of (i) and (ii) above shall apply prior to restarting
any test which was failed or terminated or beginning any tests
which were postponed.
(c) Commercial Operation for a Unit as used in this Agreement
shall mean the Unit and Contractor having met all of the
following requirements, as determined pursuant to Section 12.2(d):
(i) the requirements of Section 12.2(a),
(ii) the satisfaction of all of the requirements of:
A. the Unit Output Requirement and the Unit
Heat Rate Requirements, subject to the right
of Contractor to proceed in accordance with
Section 12.3(c) upon compliance with the
requirements set forth in such section;
B. the Unit Availability Test identified in Section 2.4
of Exhibit D;
C. those Demonstration Tests identified in Section 2.2.2
of Exhibit D as being requirements for Commercial
Operation; and
D. the air permit compliance requirements of Section 1.4
of Exhibit D as measured by the continuous emissions
monitoring system instrumentation during Acceptance
Testing of such Unit (the "CEMS Requirements"); and
(iii) the Unit must, upon satisfaction of all the requirements of
the immediately preceding subsection (ii), be available for
normal and continuous operation
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and must be capable of delivering the electric output of the
Unit at the Interconnection Points for electric power
transmission.
(d) When Contractor, in good faith, considers that a Unit has
achieved all of the requirements of Section 12.2(c)(i)-(iii),
Contractor shall notify Owner and Construction Lender, in
writing, by delivering Contractor's Notice of Commercial
Operation. Within three (3) Days after receipt of Contractor's
Notice of Commercial Operation, Owner shall respond to such
notice by either (i) accepting that the Unit has achieved
Commercial Operation or (ii) rejecting such notice and
specifying the reasons for such rejection. The date of
Commercial Operation for a Unit shall be the date on which all
of the requirements of Section 12.2(c)(i) through (iii) have
been achieved, as agreed by Owner, Contractor, the
Construction Lender and the Independent Engineer. Agreement
shall not be unreasonably withheld. When Contractor, in good
faith, considers that the Plant has achieved all of the
requirements of Plant Commercial Operation, Contractor shall
notify Owner and Construction Lender, in writing, by
delivering Contractor's Notice of Plant Commercial Operation.
Within three (3) Days after receipt of Contractor's Notice of
Plant Commercial Operation, Owner shall respond to such notice
by either (i) accepting that the Plant has achieved Commercial
Operation or (ii) rejecting such notice and specifying the
reasons for such rejection. The date of Commercial Operation
for the Plant shall be the date on which all of the
requirements of Plant Commercial Operation have been achieved,
as agreed by Owner, Contractor, the Construction Lender and
the Independent Engineer. Agreement shall not be unreasonably
withheld. Owner shall cooperate with Contractor in an effort
to reach agreement with the Construction Lender and the
Independent Engineer on the achievement of Commercial
Operation for a Unit or the achievement of Plant Commercial
Operation as soon as any required data becomes available from
the Acceptance Testing whether the requirements of such test
have been achieved and, if not achieved, to identify the
specific failures.
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Section 12.3 ACCEPTANCE TESTING TO ACHIEVE COMMERCIAL OPERATION.
(a) After an Acceptance Testing Notice has been given by Contractor,
without rejection by Owner, and Contractor has concluded all
test preparation procedures, then Contractor shall proceed to
perform all of the tests set forth in such notice in
accordance with the test schedule contained in the Acceptance
Testing Notice, provided that the PECO Tests shall be
scheduled and performed on (1) all of the Units in Phase I
only after all other Acceptance Testing has been
satisfactorily completed with respect to the Units in Phase I
and (2) all of the Units in Plant only after all other
Acceptance Testing has been satisfactorily completed with
respect to all of the Units in the Plant.
(b) Acceptance Testing shall be carried out in accordance with the
specifications and procedures provided in this Agreement or
developed pursuant to this Agreement. If after Acceptance
Testing is stopped, the Unit has failed to achieve all of the
requirements of Section 12.2(c)(ii), Contractor shall, subject
to the right of the Contractor to proceed in accordance with
Section 12.3(c) upon compliance with the requirements set
forth in such section, use all reasonable efforts and
diligently make such changes to or adjustments in the Unit as
Contractor deems necessary to achieve all of the requirements
of Section 12.2(c)(ii). Upon completion of Contractor's
changes to or adjustments in the Unit, and Contractor giving a
new Acceptance Testing Notice to Owner which is not rejected
by Owner, Contractor shall repeat such failed tests for such
Unit. Prior to achievement of all of the requirements of
Section 12.2(c)(ii), Contractor shall remain subject to
liquidated damages for such Unit as provided in Section 13.1,
unless Contractor is eligible to and elects to proceed in
accordance with the requirements of Section 12.3(c) for such
Unit. Any such changes and adjustments to the Unit and
retesting shall be at Contractor's expense. With Contractor's
consent, which shall not be unreasonably withheld, Owner may
operate the Unit between retests. If the Unit fails any
retest, subject to the right of the Contractor to proceed in
accordance with Section 12.3(c) upon compliance with the
requirements set forth in such section, Contractor shall use
all reasonable efforts and diligently take appropriate
corrective actions and continue retesting until all of the
requirements under Section
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12.2(c)(ii) are achieved. When Contractor has completed all
changes to and adjustments in the Unit, Owner reserves the
right to require Contractor to reconduct any of the Acceptance
Testing which Owner reasonably believes necessary based upon the
modifications made to the Unit, to confirm that the Unit as
changed and adjusted meets all requirements for Commercial
Operation while meeting CEMS Requirements and to confirm that no
Acceptance Testing results for such Unit have been invalidated
or compromised by such changes or adjustments. Contractor's
obligations and rights to retest under this Section 12.3(b)
are expressly subject to the rights of Owner under Section 18.1(c).
(c) If Owner, Contractor, Construction Lender and Independent
Engineer agree that all of the requirements of Section
12.2(c)(i) through (iii) have been satisfied for a Unit,
except for the Unit Output Requirement and/or the Unit Heat
Rate Requirements, then Contractor may give notice to Owner
that Contractor elects to proceed under this Section 12.3(c)
with respect to such Unit (the "Section 12.3(c) Notice")
provided the following requirements are satisfied:
(i) The Unit has achieved the Interim Performance Requirements for
net power output and net heat rate set forth in
Section 2.1.3.1 of Exhibit "D."
(ii) Contractor's corrective actions and retesting of the Unit
shall not interfere with the normal and continuous operation
of the Unit during the one hundred eighty (180) Day period
immediately following such notice.
(iii) Contractor immediately pays liquidated damages pursuant to
Sections 13.1 (if any), 13.3 and 13.4 (based upon failure to
achieve the Unit Output Requirement and/or the Unit Heat Rate
Requirements based upon the results of the most recent tests
for such Unit); provided that if General Electric Company has
made an election under Section 17.2(d) of the Turbine Contract
to stop the accrual of liquidated damages under the Turbine
Contract, Contractor may deduct from the liquidated damages to
be paid under this provision, the amount of liquidated damages
calculated as provided in Section 17.2(d) of the Turbine Contract
which General Electric Company is potentially liable
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for at the time when General Electric Company makes such election,
and the amount so deducted shall be deferred until a final
determination of liquidated damages is made under this Agreement.
Upon satisfying the conditions for giving the Section 12.3(c)
Notice and the giving of such notice to Owner, the Unit will
be deemed to have achieved Commercial Operation on the date of
such notice. After giving the Section 12.3(c) Notice,
Contractor shall use all reasonable efforts to achieve the
Unit Output Requirement and the Unit Heat Rate Requirements
while satisfying the CEMS Requirements, making such changes
and adjustments to the Unit as Contractor deems necessary and
diligently retesting (i) until the Unit Output Requirement and
the Unit Heat Rate Requirements have been achieved while
satisfying the CEMS Requirements and/or (ii) until the later
of (A) one hundred eighty (180) Days have expired from the
date of the giving of the Section 12.3(c) Notice or (B) the
end of the first two consecutive non-peak months after the
date of the giving of the Section 12.3(c) Notice, whichever of
(i) or (ii) occurs first ("Retest Period"). Any changes in or
adjustments to the Unit and any retesting shall be at
Contractor's expense. Prior to Contractor making any material
changes or corrective actions with respect to the Unit,
Contractor shall consult with Owner regarding such changes or
corrective actions and shall permit Owner to review and
inspect such changes or corrective actions as they are made to
the Unit. Owner, in its sole discretion, shall have the right
to limit or stop Unit operation, including stopping or
limiting Unit operation if the Unit ceases to satisfy CEMS
Requirements following any changes in or adjustments to the
Unit. No liquidated damages shall accrue pursuant to Section
13.1 during the Retest Period or any extension thereof granted
by Owner in its sole discretion ("Extension Period") unless
the Unit is not available for normal and continuous operation
due to Contractor's changes and adjustments or retesting;
provided that Owner will in good faith use reasonable efforts
to make the Unit(s) available to Contractor for changes and
adjustments or retesting during scheduled outages and/or
non-peak months (as defined in the Power Purchase Agreement)
which
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occur during any Retest Period or Extension Period in
order to avoid or minimize any modified liquidated damages (as
described below in this Section). If during the Retest Period
or the Extension Period, Owner operates a Unit more than a
total of two hundred fifty (250) hours to satisfy the
requirements of the Power Purchase Agreement, the Unit Output
Requirement and the Unit Heat Rate Requirements, and the
Commercial Operation Output and Commercial Operation Net Heat
Rate guarantees in Sections 13.3 and 13.4 will be adjusted in
accordance with any degradation schedule which may be agreed
upon in accordance with Appendix C of Exhibit H to this
Agreement. If at the end of the Retest Period, test results
agreed to by Owner, Contractor, the Construction Lender and
the Independent Engineer, establish improvement in the net
power output and net heat rate for such Unit, and the CEMS
Requirements are satisfied at such levels, then, subject to
the exercise of Owner's rights pursuant to the last sentence
of this Section 12.3(c) and any additional payments to or
refunds from Owner with respect thereto, Owner shall refund to
Contractor that portion of the previously paid Section 13.3
and 13.4 liquidated damages (for failure to achieve the Unit
Output Requirement and/or the Unit Heat Rate Requirements), if
any, which are representative of such improvement, within
fifteen (15) Days. If one hundred eighty (180) Days have
elapsed from the date of the giving of the Section 12.3(c)
Notice for a Unit and all retests during such Retest Period
fail to result in meeting the Unit Output Requirement and the
Unit Heat Rate Requirements for such Unit while satisfying
CEMS requirements, Owner may, in its sole discretion,
terminate retesting or may extend the time for retesting of
such Unit. If Owner terminates retesting of a Unit, liquidated
damages pursuant to Section 13.3 and/or 13.4 (for failure to
achieve the Unit Output Requirement and/or the Unit Heat Rate
Requirements) shall be determined based on the most recent
test results and then, subject to the exercise of Owner's
rights pursuant to the last sentence of this Section 12.3(c)
and any additional payments to or refunds from Owner with
respect thereto, any additional payments or refunds relating
to such liquidated damages for such Unit shall be made within
fifteen
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(15) Days of Owner's notice to Contractor terminating
retesting. If Owner extends the time for retesting, Contractor
shall make changes and adjustments as it deems necessary to
achieve the Unit Output Requirement and the Unit Heat Rate
Requirements for the Unit while satisfying the CEMS
Requirements, and shall use all reasonable efforts and shall
diligently retest until the Unit Output Requirement and the
Unit Heat Rate Requirements for the Unit are achieved while
satisfying the CEMS Requirements or until such Extension
Period has expired, whichever comes first. Any such changes,
adjustments and retesting shall be at Contractor's expense.
If, at the end of any Extension Period, test results agreed to
by Owner, Contractor, the Construction Lender and the
Independent Engineer, establish improvement in the net power
output and net heat rate for such Unit, and the CEMS
Requirements are satisfied at such levels, then, subject to
the exercise of Owner's rights pursuant to the last sentence
of this Section 12.3(c) and any additional payments to or
refunds from Owner with respect thereto, liquidated damages
for such Unit shall be determined by Owner based upon the
provisions of Sections 13.3 and 13.4 (for failure to achieve
the Unit Output Requirement and/or the Unit Heat Rate
Requirements), and any liquidated damages due from Contractor
or refunds of previously paid liquidated damages due from
Owner, as applicable, shall be paid with respect to such Unit
within fifteen (15) days of receipt from Owner of such
determination of liquidated damages. If at the end of such
Extension Period all retests have failed to result in meeting
one or both of the Unit Output Requirement and the Unit Heat
Rate Requirements for such Unit while satisfying the CEMS
Requirements, Owner shall terminate retesting of such Unit by
giving notice to Contractor of such termination and liquidated
damages for such Unit pursuant to Section 13.3 and 13.4 (for
failure to achieve the Unit Output Requirement and/or the Unit
Heat Rate Requirements) shall be determined based on the most
recent test results and, subject to the exercise of Owner's
rights pursuant to the last sentence of this Section 12.3(c)
and any additional payments to or refunds from Owner with
respect thereto, any payments or refunds of liquidated damages
based upon the most
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recent test results shall be made within
fifteen (15) Days of such notice. During the Retest Period and
any Extension Period, Owner shall make reasonable efforts to
schedule an outage for such Unit within thirty (30) Days of
any written request by Contractor in order to accommodate
Contractor's proposed changes or adjustments to the Unit. If
during the Retest Period, or any Extension Period, the Unit is
not available to Owner for normal and continuous operation due
to Contractor's changes and adjustments or retesting,
including limitation or stoppage of the Unit as a result of
non-compliance with the CEMS Requirements, then Contractor
shall be required to pay modified liquidated damages for any
period that the Unit is unavailable for the generation of
electric power, including all preparation time and other
directly related downtime and any stoppage due to failure of
the Unit to meet the CEMS Requirements. Modified liquidated
damages shall be calculated on a daily basis with respect to
each Day that the Unit was not fully available, using the
following formula (this value shall not be less than zero):
$/Day x (1 - Actual Daily Net Power Output in KW/HRS/3,763,120)
The $/Day in the above formula is the full daily amount of
liquidated damages per Unit as stipulated in the liquidated
damages schedule in Section 13.1 and considering the number of
Days, if any, previously used in such schedule, provided that
for any Day during any Off Peak Month (as defined in the Power
Purchase Agreement) the daily amount of liquidated damages of
$40,000, $65,000 and $82,000 as stipulated in the liquidated
damages schedule in Section 13.1 shall be reduced to zero for
those Days when Owner does not otherwise require the operation
of such Unit(s). Actual Daily Net Power Output is the total
power in KW-HR's, if any, available for sale from such Unit by
Owner during such Day. When Contractor has completed all
changes to and adjustments in the Unit, Owner reserves the
right to require Contractor to reconduct any of the Acceptance
Testing for such Unit which Owner reasonably believes
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necessary based upon the modifications made to the Unit, to
confirm that the Unit as changed and adjusted meets all
requirements for Commercial Operation while meeting CEMS
Requirements and to confirm that no Acceptance Testing results
have been invalidated or compromised.
(d) Prior to Final Acceptance of the Plant, Contractor shall
demonstrate that, during the applicable tests, each of the
Units satisfies the requirements of:
(i) the Emissions Tests; and
(ii) any Demonstration Tests identified in
Section 2.2.3 of Exhibit D as not being
requirements for Commercial Operation.
Acceptance Testing for the purpose of satisfying the
requirements of the foregoing Tests may be conducted before or
after Commercial Operation of a Unit, in any sequence, at the
option of Contractor, subject to the giving of an Acceptance
Testing Notice as required by Section 12.2(b). Such Acceptance
Testing shall be carried out in accordance with the
specifications and procedures provided in this Agreement or
developed pursuant to this Agreement. If any such Acceptance
Testing discloses a failure of the Unit to satisfy any of the
applicable requirements of the Emissions Tests or applicable
Demonstration Tests, then Contractor shall make such changes
and adjustments to the Unit as Contractor deems necessary and
shall repeat such Emissions Tests or applicable Demonstration
Tests as are required by the Owner to be repeated until the
requirements of such tests are achieved. Any modifications and
adjustments to the Unit in order to meet the requirements of
the Emissions Tests or applicable Demonstration Tests shall be
at Contractor's expense. Prior to Final Acceptance of the
Plant, Owner reserves the right to require Contractor to
reconduct any of the Acceptance Testing which Owner reasonably
believes necessary based upon any modifications made to any
Unit or changes which have occurred in the Unit, to confirm
that the Unit as changed or modified meets all requirements
for Final Acceptance and to confirm that no Acceptance Testing
results have been invalidated or compromised.
(e) After Commercial Operation of a Unit is achieved, Owner shall
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issue an Acceptance Certificate for Commercial Operation for
such Unit which shall not relieve Contractor of its
obligations to complete its performance under this Agreement
with respect to such Unit, including Contractor's obligations
pursuant to Section 12.3(c), if Contractor has elected to
proceed under Section 12.3(c).
(f) After Commercial Operation of all of the Units #1 through #6
have been achieved, Contractor shall conduct those tests
identified in Section 2.1.4 and Section 2.4.2 of Exhibit "D"
as being necessary for Plant Commercial Operation. Following
the completion of those tests identified in Section 2.1.4 and
Section 2.4.2 of Exhibit "D" as being necessary for Plant
Commercial Operation, Owner and Contractor shall calculate (i)
the net power output for the Plant by aggregating the net
power output for the six Units (based upon the final
Performance Test for each Unit) and (ii) the net heat rate for
the Plant by averaging the net heat rate for the six Units
(with separate averages for natural gas and fuel oil) (based
upon the final Performance Tests for each Unit), and by and
adjusting the net power output and net heat rate for the Plant
for transformer losses, auxiliary loads and balance of plant
restrictions determined during the tests for Plant Commercial
Operation. In the event that the Plant has failed to achieve
the Commercial Operation Output and Commercial Operation Net
Heat Rates as set forth in Section 13.3 and 13.4, Contractor
shall be permitted to perform modifications and adjustments to
the Plant in order to improve transformer losses, auxiliary
loads and balance of plant restrictions, for a period not to
exceed one hundred eighty (180) Days, after which Contractor
shall reconduct those tests identified in Section 2.1.4 and
Section 2.4.2 of Exhibit "D" as being necessary for Plant
Commercial Operation and the net power output and net heat
rate for the Plant shall be recalculated based upon any
changes in transformer losses, auxiliary loads and balance of
plant restrictions measured in such tests, and liquidated
damages, if any, under Sections 13.3 and 13.4 shall be finally
determined.
(g) Contractor shall require General Electric Company to conduct
Acceptance Testing (as defined in the Turbine Contract)
pursuant to Section 17.2 of the Turbine Contract
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unless Owner consents to the waiver of such requirement and
shall, at the request of Owner, require General Electric Company
to reconduct, as applicable, any Acceptance Testing pursuant to
Section 17.2(c)(iii) of the Turbine Contract. Prior to the
earlier of (a) Contractor having satisfied the performance
guarantees for Commercial Operation Output in Section 13.3 and
Commercial Operation Net Heat Rate in Section 13.4 or (b) all
of the obligations of Contractor for retesting under the
Section 12.3(c) having terminated, Contractor will not,
without the consent of Owner, provide written notice to
General Electric Company that (I) General Electric Company has
satisfied the Liquidated Damages Performance Guarantees (as
defined in the Turbine Contract) pursuant to Sections
16.2(a)(i)(C) or 16.2(a)(ii)(C) of the Turbine Contract (II)
General Electric Company has satisfied the Performance
Guarantees (as defined in the Turbine Contract) pursuant to
Sections 16.2(b)(i)(B) or 16.2(b)(ii)(B) of the Turbine
Contract, (III) General Electric Company has satisfied the
Demonstration Test Requirements (as defined in the Turbine
Contract) pursuant to Section 16.3(ii) of the Turbine Contract
and (IV) General Electric Company has satisfied the
Availability Test Requirement (as defined in the Turbine
Contract) pursuant to Section 16.4(ii) of the Turbine
Contract. Prior to the earlier of such time as (a) Contractor
has satisfied the requirements of the Unit Output Requirement
and the Unit Heat Rate Requirements for a Unit, or (b) all
obligations of Contractor for retesting of a Unit under
Section 12.3(c) have terminated, Owner may direct Contractor
to require General Electric Company under the Turbine Contract
to continue remedy and testing activities for such Unit in
accordance with Section 17.2(c)(ii) of the Turbine Contract.
Section 12.4 FINAL ACCEPTANCE.
After (i) all of the Units #1 though #6 have achieved Commercial
Operation, (ii) all retesting under Section 12.3(c) for any Unit, if
applicable, is terminated, (iii) the requirements set forth in Section
12.3(d) have been achieved for all the Units #1 through #6, (iv) all
tests required for Plant Commercial Operation have been satisfied, and
(v) the Work is complete except for the Combustion Turbine Evaporative
Cooler Test and for Punch List items (provided that the total
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estimated cost of the Punch List items does not exceed ONE HUNDRED
FIFTY THOUSAND DOLLARS ($150,000)), Owner shall, upon written request
by Contractor, issue to Contractor a Certificate of Final Acceptance
evidencing that all Work has been completed except for the
aforementioned Combustion Turbine Evaporative Cooler Test or
Punch List items, as applicable ("Final Acceptance"). Upon Final
Acceptance, provided Contractor has met the requirements for the
payment or release of Owner's Security, Owner shall release to
Contractor the Owner's Security less two times the estimated cost of
Punch List items, and less any amounts withheld pursuant to
Section 3.1(f). When all remaining Punch List items are complete
and approved by Owner, Owner shall release the remainder of the
amount withheld for the Punch List. If other amounts are withheld,
as the matters for which such other amounts were withheld are resolved,
Owner shall release additional amounts accordingly. Final Acceptance
shall not constitute a release or waiver by Owner of claims arising
from punch list items, any work related to or arising out of the
Combustion Turbine Evaporative Cooler (including Work on other
Equipment which may result from repairs or adjustments which are
determined to be necessary or desirable following the Combustion
Turbine Evaporative Cooler Test); unsettled liens; the terms of any
warranty contained in or required by this Agreement; or any other
unsettled claims of Owner.
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Article 13. LIQUIDATED DAMAGES.
Section 13.1 LATE COMMERCIAL OPERATION LIQUIDATED DAMAGES.
(a) Should Contractor fail to achieve Commercial Operation of a Unit by the
Scheduled Date of Commercial Operation for such Unit, Contractor shall be
subject to liquidated damages in the amount of FORTY THOUSAND DOLLARS
($40,000) per Unit for each full Day or part thereof by which Commercial
Operation of such Unit occurs later than the Scheduled Date of Commercial
Operation for such Unit up to and including the fourteenth (14th) Day after
the Scheduled Date of Commercial Operation for such Unit. For each full Day
or part thereof by which Commercial Operation of a Unit occurs later than
the fourteenth (14th) Day after the Scheduled Date of Commercial Operation
for such Unit up to and including the thirtieth (30th) Day after the
Scheduled Date of Commercial Operation for such Unit, Contractor shall be
subject to liquidated damages in the amount of SIXTY FIVE THOUSAND DOLLARS
($65,000) per Unit. For each full Day or part thereof by which Commercial
Operation of a Unit occurs later than the thirtieth(30th) Day after the
Scheduled Date of Commercial Operation for such Unit, Contractor shall be
subject to liquidated damages in the amount of EIGHTY TWO THOUSAND DOLLARS
($82,000) per Unit. Such liquidated damages shall continue to accrue until
Commercial Operation for such Unit is achieved or the limit set forth in
Section 14.1 is reached, whichever is earlier; provided that, if Contractor
has not previously achieved Commercial Operation of a Unit under this
Agreement, Contractor shall be deemed to have achieved Commercial Operation
of a Unit (but only for purpose of determining liquidated damages under
this Section) on the date on which Owner achieves Commercial Operation of
such Unit under the Power Purchase Agreement, but only if net power output
for such Unit is at least 148,590 KW of electricity and the net heat rate
for such Unit is not greater than 11,217 BTU/KW-HR (HHV) on natural gas and
11,362 BTU/KW-HR (HHV) on fuel oil as measured in the most recent
Performance Test for such Unit. Liquidated Damages under this Section 13.1
shall be calculated and become due to Owner fifteen (15) days after the
Scheduled Date of Commercial Operation for such Unit and shall continue to
accrue and be
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subject to recalculation on the same day of each succeeding month until
Commercial Operation is achieved for such Unit or the limit set forth in
Section 14.1 is reached. Any liquidated damages due from Contractor
pursuant to this Section 13.1 with respect to a Unit shall be offset by Net
Revenue, if any, received by Owner from the operation of such Unit prior to
the Commercial Operation of such Unit or the deemed Commercial Operation of
the Unit under Section 12.3(c). Net Revenue for such purpose shall mean an
amount equal to gross revenue (less any taxes payable on the receipt of
such revenue) received or accrued by Owner for such Days from the sale of
power, to the extent properly allocable to such Days in accordance with
generally accepted accounting principles, consistently applied, less the
sum of all costs incurred or accrued by Owner in generating such revenue,
including costs of labor, fuel (including transportation), maintenance,
consumables, and supplies (but not including any financing costs or
charges), to the extent properly allocable to such Days in accordance with
generally accepted accounting principles, consistently applied and less any
liquidated damages paid by Owner under the Power Purchase Agreement as a
result of the delay in Commercial Operation of such Unit. Contractor's
total aggregate liability for liquidated damages under this Section 13.1
shall not exceed twenty two and one half percent (22 1/2%) of the
Guaranteed Lump Sum Price.
(b) The amount of liquidated damages payable by Contractor pursuant to Section
13.1(a) shall be limited as follows:
(i) The total liquidated damages accrued by Contractor pursuant to Section
13.1(a), prior to any reduction under this Section 13.1(b), shall be
multiplied by a fraction, the numerator of which is the number of days
of delay in which the Facility does not achieve Commercial Operation
by the Scheduled Date of Commercial Operation and for which the
performance of General Electric Company under the Turbine Contract is
the primary cause of such delay and the denominator of which is the
total number of days of delay in which the Facility does not achieve
Commercial Operation by the Scheduled Date of
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Commercial Operation ( the "Turbine Portion of Commercial Operation
LDs"). The difference, if any, between total liquidated damages
accrued by Contractor pursuant to Section 13.1(a) and the Turbine
Portion of Commercial Operation LDs shall be the "Non-Turbine Portion
of Commercial Operation LDs." Contractor shall provide reasonable
evidence to Owner to support the number of days of delay in which the
Facility does not achieve Commercial Operation by the Scheduled Date
of Commercial Operation and for which the performance of General
Electric Company under the Turbine Contract is the primary cause of
such delay.
(ii) If the Turbine Portion of Commercial Operation LDs is less than or
equal to the aggregate liquidated damages which accrue under Section
17.1 of the Turbine Contract, as limited by the GE Cap, Contractor
shall be responsible for the full amount of liquidated damages
determined pursuant to Section 13.1(a).
(iii) If the Turbine Portion of Commercial Operation LDs is greater than
the aggregate liquidated damages which accrue under Section 17.1 of
the Turbine Contract, the liquidated damages determined pursuant to
Section 13.1(a) shall be reduced to an amount which is equal the
aggregate liquidated damages which accrue under Section 17.1 of the
Turbine Contract and such amount shall be added to Non-Turbine Portion
of Commercial Operation LDs to determine the total amount of
liquidated damages to be paid by Contractor pursuant to Section 13.1.
Section 13.2 EFFECT OF LIQUIDATED DAMAGES FOR LATE COMMERCIAL OPERATION.
Subject to Owner's right to terminate this Agreement and pursue applicable
remedies, which is governed by Sections 18.1 through 18.6 and 15.6, liquidated
damages as provided in Section 13.1 shall be the sole remedy of Owner for
failure of Contractor to achieve Commercial Operation of any Unit by the
Scheduled Date of Commercial Operation for such Unit. Liquidated damages as
provided in Section 13.1 shall relieve Contractor of liability for delays only
with respect to Days for which such liquidated damages are paid, and Owner
reserves any and all other rights and remedies it may have under this Agreement
for additional delays in the
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achievement of Commercial Operation, including the right and remedies of Owner
under Article 18.
Section 13.3 OUTPUT LIQUIDATED DAMAGES.
Contractor represents, covenants and warrants that the Plant shall produce and
deliver for sale a net power output ("Commercial Operation Output") of at least
938,460 KW of electricity when measured in Performance Tests in accordance with
Exhibit D. Contractor shall be subject to liquidated damages of THREE HUNDRED
DOLLARS ($300) per KW for each KW that Commercial Operation Output is less than
938,460 KW as measured in the most recent Performance Tests; provided that for
the purpose of finally determining liquidated damages related to Commercial
Operation Output, Commercial Operation Output shall be aggregated for the six
Units (based upon the final Performance Test for each Unit) as adjusted for
transformer losses, auxiliary loads and balance of plant restrictions determined
during the tests for Plant Commercial Operation set forth in Section 2.1.4 and
2.4.2 of Exhibit D, and liquidated damages, if any, shall be computed based upon
the aggregate Commercial Operation Output. Prior to the computation of
liquidated damages for net power output of all six Units as set forth above in
this Section 13.3, Contractor shall, at such times as are provided in this
Agreement, pay to Owner liquidated damages of THREE HUNDRED DOLLARS ($300) per
KW for each KW that the net power output of a Unit is less than 156,410 KW
("Unit Output Requirement") as measured in the most recent Performance Tests for
such Unit, with such amounts of liquidated damages being subject to adjustment
as set forth above based upon the net power output of all of the Units in the
Plant. Contractor shall have the right to retest as set forth in Section
12.3(b), (c) and (d). Contractor's total aggregate liability for liquidated
damages under this Section 13.3 shall not exceed twenty two and one half percent
(22 1/2%) of the Guaranteed Lump Sum Price.
Section 13.4 COMMERCIAL OPERATION NET HEAT RATE LIQUIDATED DAMAGES.
Contractor represents, covenants and warrants that the Units shall operate at a
net heat rate ("Commercial Operation Net Heat Rates") Ten Thousand Six Hundred
Eighty Three (10,683) BTU/KW-HR (HHV) or less per Unit when operated on natural
gas and Ten Thousand Eight Hundred Twenty One (10,821) BTU/KW-HR (HHV) or less
per Unit when operated on fuel
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oil when measured in Performance Tests in accordance with Exhibit "D."
Contractor shall be subject to liquidated damages of FIVE THOUSAND EIGHT HUNDRED
SIXTY DOLLARS ($5,860) per BTU/KW-HR for each BTU/KW-HR that Commercial Net Heat
Rate exceeds Ten Thousand Six Hundred Eighty Three (10,683) BTU/KW-HR (HHV) per
Unit when operated on natural gas plus NINE HUNDRED FIFTY DOLLARS ($950) per
BTU/KW-HR for each BTU/KW-HR that Commercial Net Heat Rate exceeds Ten Thousand
Eight Hundred Twenty One (10,821) BTU/KW-HR (HHV) per Unit when operated on fuel
oil as measured in the most recent Performance Tests; provided that for the
purpose of finally determining any liquidated damages related to Commercial Net
Heat Rate, Commercial Net Heat Rate shall be averaged (with separate averages
for natural gas and fuel oil) for the six Units (based upon the final
Performance Tests for each Unit) as adjusted for transformer losses, auxiliary
loads and balance of plant restrictions determined during the tests for Plant
Commercial Operation set forth in Section 2.1.4 and 2.4.2 of Exhibit D, and
liquidated damages, if any, shall be computed based upon the per Unit average
Commercial Net Heat Rate for natural gas and fuel oil. Prior to the computation
of liquidated damages for net heat rate of the entire Plant as set forth above
in this Section 13.4, Contractor shall, at such times as are provided in this
Agreement, pay to Owner liquidated damages of FIVE THOUSAND EIGHT HUNDRED SIXTY
DOLLARS ($5,860) per BTU/KW-HR for each BTU/KW-HR that the net heat rate of a
Unit exceeds Ten Thousand Six Hundred Eighty Three (10,683) BTU/KW-HR (HHV) when
operated on natural gas, plus NINE HUNDRED FIFTY DOLLARS ($950) per BTU/KW-HR
for each BTU/KW-HR that the net heat rate of a Unit exceeds Ten Thousand Eight
Hundred Twenty One (10,821) BTU/KW-HR (HHV) ("Unit Heat Rate Requirements") when
operated on fuel oil, as measured in the most recent Performance Tests for such
Unit, with such amounts of liquidated damages being subject to adjustment as set
forth above based upon the net heat rate of all of the Units in the Plant when
operated on natural gas and fuel oil. Contractor shall have the right to retest
as set forth in Section 12.3(b), (c) and (d). Contractor's total aggregate
liability for liquidated damages under this Section 13.4 shall not exceed twenty
two and one half percent (22 1/2%) of the Guaranteed Lump Sum Price.
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Section 13.5 EFFECT OF LIQUIDATED DAMAGES FOR OUTPUT AND HEAT RATE.
In addition to the guarantees for Commercial Operation Output and Commercial
Operation Net Heat Rate set forth in Sections 13.3 and 13.4, which shall be
applicable for the purpose of determining liquidated damages, Contractor
warrants and represents that the net power output of all Units (as finally
determined pursuant to Section 13.3) shall be at least 891,540 KW of electricity
and the net heat rate for all Units (as finally determined pursuant to Section
13.4) shall be not greater than 11,217 BTU/KW-HR (HHV) per Unit when operated on
natural gas and than 11,362 BTU/KW-HR (HHV) per Unit when operated on fuel oil
("Performance Minimums"). If Commercial Operation Output and Commercial
Operation Net Heat Rate for all of the Units as determined by the most recent
Performance Tests achieve the Performance Minimums, then subject to compliance
with Section 12.3 (d), liquidated damages as provided in Sections 13.3 and 13.4
shall relieve Contractor of further liability for failure to comply with the
performance requirements for Commercial Operation Output and Commercial
Operation Net Heat Rate for such Units. Subject to the right of Owner to
terminate this Agreement pursuant to Section 18.1(c), if Contractor achieves the
Performance Minimums for all Units, liquidated damages as provided in Section
13.3 and Section 13.4 shall be the sole remedy of Owner for failure of
Contractor to meet the Section 13.3 and Section 13.4 guarantees. Upon reduction
of the Guaranteed Lump Price or payment in accordance with Section 13.6 for
final liquidated damages under Section 13.3 and/or Section 13.4, the guarantees
set forth in Section 13.3 and Section 13.4 for Commercial Operation Output and
Commercial Operation Net Heat Rate shall be satisfied, and Contractor shall have
no further liability for such guarantees.
Section 13.6 REDUCTION OF GUARANTEED LUMP SUM PRICE FOR LIQUIDATED
DAMAGES - INTEREST.
The amount of liquidated damages Contractor is subject to, or is liable for
pursuant to the terms of this Agreement, except for liquidated damages under
Section 13.7, shall be a reduction to the Guaranteed Lump Sum Price. Except as
otherwise provided in Sections 12.3(c) and 13.7, liquidated damages which accrue
pursuant to Sections 13.3, 13.4 and 13.5 for each Unit shall become due to Owner
on the later of the fifth (5th) Business Day after (i) the conclusion of
Performance Testing for such Unit, and (ii) the date of Commercial Operations
for such Unit, subject to final adjustment pursuant to Sections 13.3 and 13.4
following Commercial Operation of the last Unit. Liquidated damages payable
pursuant to Section 13.7
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become due as provided in such section. With respect to the amount of liquidated
damages which is a reduction to the Guaranteed Lump Sum Price, Owner shall have
the right to deduct the amount(s) of such liquidated damages from the next
payment(s) due to Contractor after the due date of the liquidated damages and
from Owner's Security, until the total amount of the liquidated damages has been
deducted; provided however, Contractor shall, within fifteen (15) Days after
written demand, refund to Owner the payments made by Owner on the Guaranteed
Lump Sum Price to the extent the payments made to Contractor exceed the
Guaranteed Lump Sum Price reduced pursuant to this Section 13.6 and the Owner's
Security which is not needed to satisfy other claims against Owner's Security as
provided herein. If the aggregate liquidated damages paid by Contractor on a
Unit by Unit basis exceeds the final liquidated damages determined as set forth
in Sections 13.3 and 13.4, Owner shall pay to Contractor such excess amount
within fifteen (15) days of the final determination of such liquidated damages.
That portion of any payment or refund of liquidated damages which is not paid
when due, as provided in Section 12.3(c), 13.6 and 13.7, shall bear interest at
the prime rate as determined by the annual prime rate of The Chase Manhattan
Bank as of the date due, plus one percent (1%), but not in excess of the lawful
maximum rate.
Section 13.7 LIQUIDATED DAMAGES FOR LATE DELIVERY OF LOAN DOCUMENTS.
Contractor shall provide all documents reasonably required for the conversion
of the loan (sample documents illustrating the type and general intent of
said documents are included in Exhibit "N") within thirty (30) Days of the
written request by Owner. The documents shall be in a form acceptable to the
Construction Lender, provided, however, that such documents shall not
materially increase Contractor's obligations as set forth in this Agreement.
Contractor shall pay to Owner [*] for each Day that Contractor exceeds the
thirty (30) Days to supply all of the required documents. Such sum shall be
payable within fifteen (15) Days of receipt of invoice from Owner. Liquidated
damages as provided in this Section 13.7 shall relieve Contractor of
liability for only its failure to comply with the requirement to provide
documents required for conversion as provided in this Section 13.7.
Section 13.8 REASONABLENESS OF LIQUIDATED DAMAGES.
It is understood and agreed between the parties that the terms, conditions and
amounts fixed
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pursuant to Article 13 for liquidated damages are reasonable, considering the
damages that Owner will sustain in the event of Contractor's failure to meet the
requirements set forth in Article 13 and that these amounts are agreed upon and
fixed as liquidated damages because of the difficulty of ascertaining the exact
amount of damages that may be sustained by Owner and shall be applicable
regardless of the actual amount of damages sustained. Once the Guaranteed Lump
Sum Price has been adjusted for liquidated damages as provided in Section 13.6
and all refunds, if any, completed, Contractor shall be relieved of any further
liability but only with respect to the obligation(s) for which such damages are
assessed. Subject to the termination rights of Owner pursuant to Section
18.1(c), if the limits set forth in Section 14.1 have been reached and the
Guaranteed Lump Sum Price has been adjusted for liquidated damages as provided
in Section 13.6 and all refunds, if any, completed, Contractor shall be relieved
of any further liability for damages arising out of excessive heat rate, output
short falls and/or delay in achieving Commercial Operation. Nothing in this
Section 13.8 is intended to limit the damages provided for in Section 14.2(a).
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Article 14. LIMITATION OF LIABILITIES.
Section 14.1 LIMITATION OF LIQUIDATED DAMAGES.
The aggregate liability of Contractor for liquidated damages under this
Agreement shall not exceed an amount equal to thirty percent (30%) of the
Guaranteed Lump Sum Price, as amended pursuant to this Agreement, excluding any
reduction in the Guaranteed Lump Sum Price made for liquidated damages pursuant
to Section 13.6.
Section 14.2 DAMAGE DISCLAIMER.
(a) In no event shall Contractor or Subcontractors be liable to Owner under any
theory of recovery, whether based on contract, on tort (including
negligence of any kind), on strict liability, or otherwise, for replacement
power or for any consequential, indirect, special or incidental damages
resulting in any way from or in connection with this Agreement, whether
such act or omission constitutes a breach of this Agreement or results in a
different cause of action. The limitation on Contractor's liability as set
forth in this Section 14.2(a) shall not apply to claims based upon:
(i) willful misconduct, gross negligence or fraud by Contractor or any
Subcontractor,
(ii) tortious interference by Contractor with Construction Lender,
(iii) claims for bodily injury, death or damage to property of third
parties, including strict liability or tort liability, subject to
indemnification under Article 17.
The limitations on Contractor's liability set forth in this Section 14.2(a)
shall not affect Contractors liability for the payment of liquidated
damages under this Agreement. Notwithstanding any provision to the contrary
in this Agreement, Contractor shall not be liable to Owner for
consequential damages of any kind arising from the acts or omissions of, or
breach of contract by, General Electric Company under the Turbine Contract
to the extent that General Electric Company is not liable to Contractor for
such consequential damages under the Turbine Contract.
(b) In no event shall Owner be liable to Contractor or its Subcontractors under
any theory of recovery, whether based on contract, on tort (including
negligence of any kind), on
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strict liability, or otherwise, for losses or damages caused by loss of
profit or any consequential damages resulting in any way from or in
connection with this Agreement, whether such act or omission constitutes a
breach of this Agreement or results in a different cause of action.
(c) Contractor's total liability to Owner for all claims, losses, damages, and
expenses resulting in any way from the performance or breach of this
Agreement, other than third party claims for bodily injury, death or damage
to property, which are, subject to indemnification under Article 17, shall
not exceed the Guaranteed Lump Sum Price, as adjusted pursuant to this
Agreement. Liabilities of Contractor which are reimbursed or paid from the
proceeds of any "All Risk Builder's Risk" insurance policy shall not reduce
Contractor's maximum liability under this Section 14.2.
Section 14.3 LIMITATIONS VALID IN ALL EVENTS.
TO THE EXTENT PERMITTED BY APPLICABLE LAW AND APPLICABLE INSURANCE POLICIES, AND
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, RELEASES, DISCLAIMERS AND
LIMITATIONS ON LIABILITY EXPRESSED HEREIN SHALL APPLY EVEN IN THE EVENT OF THE
NEGLIGENCE, STRICT LIABILITY, FAULT OR BREACH OF THIS AGREEMENT (INCLUDING OTHER
LEGAL BASIS OF RESPONSIBILITY SUCH AS FUNDAMENTAL BREACH) OF THE PARTY WHOSE
LIABILITY IS LIMITED.
Section 14.4 WARRANTY LIMITATION.
THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND NO OTHER
WARRANTIES OF ANY KIND, WHETHER STATUTORY, ORAL, WRITTEN, EXPRESSED OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE SHALL APPLY. CONTRACTOR'S ONLY OBLIGATIONS ARISING OUT OF OR FOR
DEFECTIVE DESIGN, EQUIPMENT OR WORKMANSHIP, ARE THOSE STATED IN THIS AGREEMENT.
THE REMEDIES SET FORTH IN THIS AGREEMENT ARE THE EXCLUSIVE REMEDIES OF OWNER,
WHETHER THE CLAIMS OF OWNER ARE BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE
AND STRICT LIABILITY), OR OTHERWISE, FOR ANY FAILURE BY CONTRACTOR TO COMPLY
WITH ITS OBLIGATIONS FOR DEFECTIVE DESIGN, EQUIPMENT OR
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WORKMANSHIP, PROVIDED THAT THE LIMITATIONS OF REMEDIES SET FORTH IN THIS
SENTENCE SHALL NOT AFFECT CONTRACTOR'S INDEMNIFICATION OBLIGATIONS AS SET FORTH
IN THIS AGREEMENT.
Section 14.5 LIMITATION OF LIABILITY FOR TURBINES.
To the extent that General Electric Company is excused from liability with
respect to any Unit (as defined in the Turbine Contract) upon the first to
occur of: (a) two thousand four hundred (2,400) starts, (b) four (4) years
after Substantial Completion (as defined in the Turbine Contract) of the
Unit, or (c) six (6) years after Delivery (as defined in the Turbine
Contract) of the Unit, Contractor shall also be excused from liability with
respect to such Unit, provided that the foregoing shall not excuse Contractor
with respect to any liability which arises out of the acts or omissions of
Contractor, Subcontractors (other than General Electric Company) or
Lower-tier Subcontractors under this Agreement.
Section 14.6 SURVIVAL.
The limitations and waivers of liability and waivers of damages expressed in
this Article 14 shall survive the expiration or termination of this Agreement.
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Article 15. INSURANCE.
Section 15.1 PROOF OF COVERAGE.
Contractor shall provide to Owner and Construction Lender, and to such other
Persons as are reasonably requested by Owner or Construction Lender,
certificates of insurance for all coverages provided by Contractor in accordance
with this Article 15. If requested by Owner or Construction Lender, Contractor
will provide or make available to Owner or Construction Lender summaries of
insurance coverages for all policies required to be provided by Contractor in
accordance with this Article 15. All insurance policies provided by Contractor
shall be written with insurers acceptable to Owner and Construction Lender, and
the certificates or other documentation evidencing such insurance shall be
delivered to and approved by Owner and Construction Lender prior to proceeding
under the Limited Notice to Proceed, provided that such approval by Owner and
Construction Lender shall not be unreasonably withheld. All insurance
certificates and the underlying policies provided by Contractor shall state that
there will be thirty (30) Days advance written notice given to Owner and
Construction Lender before any material change in, termination, non-renewal or
cancellation of any insurance policy which is (i) required of the Contractor by
Section 15.4 or (ii) purchased by Contractor pursuant to Section 15.5. From the
date on which the Work is to commence pursuant to the Limited Notice to Proceed,
Contractor shall provide and maintain the required coverages with the indicated
limits as set forth in Section 15.4 and Contractor shall require and shall be
responsible to ensure that all Subcontractors provide and maintain insurance
with limits in accordance with the Contractor's usual practice and all such
Contractor and Subcontractor insurance shall be with insurance carriers
authorized to do business in the State of Georgia.
Section 15.2 INSURANCE POLICIES.
All insurance policies required under Section 15.4 shall be written on an
occurrence basis and shall, to the extent of Contractor's obligations under this
Agreement (i) (except for Workers' Compensation) include as additional insureds
Owner and its Affiliates, Construction Lender, Independent Engineer and such
other Persons as are reasonably requested by Owner or Construction Lender to the
extent of Contractor's indemnification obligations for third party
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bodily injury and property damage under this Agreement (ii) provide that such
insurance is primary as respects Contractor's operations without right of
contribution from any other insurance, except for All Risk Builder's Risk and/or
Property Insurance and/or marine cargo insurance covering the Work and/or other
property of the additional insureds which might otherwise be available to the
additional insureds, (iii) provide that to the maximum extent permissible by
law, the insurer shall waive all rights of subrogation against the Owner, the
partners in Owner and its Affiliates, their stockholders, officers and
directors, Construction Lender, Independent Engineer and such other Persons as
are reasonably requested by Owner or Construction Lender, and (iv) with respect
to the Liability Policies include a severability of interests provision
(separation of insured). Contractor and Owner (including their respective
insurer(s)) waive all rights against each other and their directors, officers,
partners, commissioners, officials, agents, Subcontractors, and employees for
losses or damages covered by property insurance during and after the completion
of the Work, except for vendors and suppliers as described in Section 15.5,
including losses or damages resulting from or caused by any Defects in Work,
excluding the cost of repairing any Defects in Work.
Section 15.3 LIMITATION OF LIABILITY.
Contractor's liability is not limited by the fact that this Agreement sets forth
the coverage and limits of the insurance policies required herein.
Section 15.4 COVERAGE AND LIMITS OF LIABILITY.
Contractor at its sole expense shall maintain the following types of coverage
and limits of liability, provided that the required limits may be satisfied by
any combination of primary or excess insurance in Contractor's sole discretion.
(a) (i) Worker's Compensation insurance which complies with the statutory
limits of the workers' compensation laws of the State of Georgia and (ii)
Employers Liability insurance with limits of ONE MILLION DOLLARS
($1,000,000) each accident/ONE MILLION DOLLARS ($1,000,000)disease policy
limit/disease each employee.
(b) Commercial General Liability insurance for Contractor's legal liability for
claims arising out of the engineering, procurement and construction
activities of the Contractor, Subcontractors and Lower-tier Subcontractors
with bodily injury (including
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death) and property damage of ONE MILLION DOLLARS ($1,000,000) per
occurrence and TWO MILLION DOLLARS ($2,000,000) in the aggregate, provided
that the aggregate limit, if any, shall apply separately to claims
occurring with respect to this Project. Such insurance shall include, but
not necessarily be limited to, coverage for broad form contractual
liability encompassing (subject to the policy terms and conditions) the
indemnification provisions of Article 17 of this Agreement, broad form
property damage liability, personal injury liability, independent
contractors, explosion, collapse, underground hazard property coverage,
products and completed operations liability, and sudden and accidental
pollution liability. All of the immediately foregoing coverages to extend
for the period of two (2) years after Contractor receives a Certificate of
Final Acceptance.
(c) Comprehensive Automobile Liability insurance with bodily injury (including
death) and property damage combined single limits of ONE MILLION DOLLARS
($1,000,000) per occurrence covering Contractor's legal liability for
vehicles owned, hired or non-owned utilized by Contractor, Subcontractors
and/or any Lower-tier Subcontractors in the performance of the Work.
(d) Excess Umbrella Liability insurance with a limit of NINETEEN MILLION
DOLLARS ($19,000,000) per occurrence and in the aggregate (provided that
the aggregate limit shall be fully available for Contractor's legal
liability to claims occurring with respect to this Project) in excess of
the limits of insurance provided in subparagraphs (a)(ii), (b) and (c)
above.
Section 15.5 ALL RISK BUILDER'S RISK COVERAGE
Owner shall pay for and provide All Risk Builder's Risk insurance including
coverage of the Work and the Plant during startup and testing, inland transit,
off-site storage and delayed opening coverage against all risk (except for those
items specifically excluded) of direct physical loss or damage to property of
every kind and description to be used in the fabrication, assembly,
installation, erection, or alteration of the Work, including domestic sourced
equipment and material and transported within the continental United States,
under an all risk builder's risk form, including the perils of fire and
lightning, the perils included in the standard
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extended coverage endorsement, and the perils of lifting, collapse, earthquake,
flood, debris removal and testing, from the date of Authorization to Proceed to
the date of Commercial Operation of the final Unit in form reasonably acceptable
to Contractor. Coverage under the All Risk Builder's Risk insurance shall remain
in place for each Unit following Commercial Operation of such Unit until Plant
Commercial Operation is achieved. Coverage shall not exclude resulting loss or
damage due to faulty workmanship, materials or design, except for related costs
for rectification of such faulty workmanship, materials or design. Coverage
shall be written on a completed value basis in an amount not less than 100% of
the replacement value of the Plant, including the Equipment under the Turbine
Contract and the Designated Equipment plus other values Owner requires to be
insured. The inland transit limit shall be written in an amount sufficient to
insure the value of the largest single shipment. The off-site storage limit
shall be in an amount necessary to insure the full replacement value of the
property or equipment not stored on the Plant Premises. Owner, Contractor and
Construction Lender shall be named insureds and shall be provided a waiver of
subrogation; provided that vendors or suppliers of Equipment will not be
provided a waiver of subrogation for faulty design or materials. The policy
shall include as insureds and provide coverage for Contractor, Subcontractors,
Lower-tier Subcontractors, Owner and Construction Lender against risks of
physical loss or damage to buildings, temporary structures, materials, supplies
and Equipment, subject to the following limits and deductibles:
<TABLE>
<S> <C>
Deductibles: Maximum Amount
Testing (to apply only to losses arising out of hot testing)
$ 500,000 each occurrence gas turbines
$ 100,000 each occurrence all other Equipment
Flood $ 100,000 each occurrence
Earthquake $ 100,000 each occurrence
Transit $ 25,000 each occurrence
All Other Perils $ 25,000 each occurrence
Delayed opening
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Loss limit: $72,000,000 each occurrence/aggregate 15 month delay opening period
Deductible: 30 Day waiting period
</TABLE>
If any loss or damage which is covered and payable by the All Risk Builder's
Risk policy or Ocean/Transit/Air Shipment Policy causes Contractor to fail to
achieve Commercial Operation by the Scheduled Date of Commercial Operation and
to be subject to liquidated damages under Section 13.1 and such delay is covered
under any delay in opening insurance, then, except for liquidated damages due
from Contractor during the delayed opening insurance deductible period,
liquidated damages due from Contractor under Section 13.1 for the period of
delay caused by such covered loss or damage shall be waived. The payment of
liquidated damages pursuant to Section 13.1 shall not be delayed beyond the time
specified in this Agreement because of any delay in the receipt of any insurance
proceeds from delayed opening coverage. Owner shall provide Contractor with a
sample policy of such All Risk Builder's Risk policy, including delayed opening
coverage at least ten (10) Business Days prior to the delivery to Contractor of
the Authorization to Proceed, provided that the failure of Owner to provide such
sample policy a full ten (10) Business Days prior to the delivery to Contractor
of the Authorization to Proceed shall not delay the effective date of the
Authorization to Proceed if Owner indemnifies Contractor for any loss which may
occur prior to the expiration of ten (10) Business Days after such delivery as a
result of coverage pursuant to the All Risk Builder's Risk policy which is not
in compliance with this Agreement. With respect to the Plant and all Equipment
covered by this Agreement, Contractor shall bear the risk of and be responsible
for paying for losses not covered by such All Risk Builder's Risk insurance,
including uninsured losses and deductibles, until risk of loss for such Plant or
Equipment transfers to Owner. Contractor and Owner shall fully cooperate in good
faith to meet all terms and conditions of the All Risk Builder's Risk policy
including claims reporting, claims adjustments with carrier and other provisions
of the policy. All insured claims, including delayed opening claims, will be
adjusted directly with the carrier by Owner and Contractor with the assistance
and approval of the Construction Lender. Any premiums for extension of the All
Risk Builder's Risk policy beyond the initial term of the policy shall be paid
by
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Contractor, provided that Owner shall be responsible for a proportionate share
of any premiums for an extension based upon the portion of such extension which
results from (i) delays caused by Owner and (ii) Force Majeure event(s) which
delay Owner's performance of its obligations under this Agreement. Owner shall
provide evidence of the insurance provided by Owner pursuant to this Section
15.5 to Contractor in such manner consistent with Section 15.1.
Section 15.6 MAJOR LOSS TERMINATION.
In the event of any major loss or damage to the Work, Owner shall have the
right, in its discretion, to apply the proceeds from the All Risk Builder's Risk
policy to repair the Work or Owner shall have the right to retain the proceeds
for its benefit and terminate this Agreement. In the event of termination, such
termination shall be treated as termination of this Agreement under Section
18(b).
Section 15.7 RISK OF LOSS.
Prior to any transfer of risk of loss to Owner as provided under this Agreement,
Owner will not, except for:
(a) intentional wrongful or negligent acts of Owner, and
(b) any "collateral damage" as defined in the Turbine Contract caused by
Equipment supplied by General Electric Company under the Turbine
Contract which is not covered by insurance and for which General
Electric Company is not responsible,
be accountable or responsible for any loss or damage to any part of the Plant,
the Plant Premises or Work, including the Designated Equipment even if purchased
in Owner's name, and then only to the extent such loss or damage is not covered
by the All Risk Builders' Risk policy, including but not limited to uninsured
losses and deductibles. Except for Owner's liability as provided in the
immediately preceding sentence, to the extent any loss or damage to any part of
the Plant, Plant Premises or Work is not covered by the All Risk Builders' Risk
insurance or Ocean/Transit/Air Shipment Policy, the risk of loss or damage to
any part of the Plant, Plant Premises or Work prior to Commercial Operation is
and shall be the sole obligation of Contractor, including risk of loss to the
Equipment, including the Designated
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Equipment, owned by Owner. On the date of Commercial Operation of a Unit, Owner
shall assume the risk of loss or damage to such Unit, unless such loss or damage
is caused by the negligent acts or omissions of Contractor, including any
failure of Contractor to act in accordance with Good Utility Practice, in which
event Contractor shall be responsible for applicable uninsured losses and
deductibles. On the date of Plant Commercial Operation, Owner shall assume the
risk of loss or damage to the Plant, Plant Premises and the Work.
Section 15.8 CONTRACTOR EQUIPMENT.
Contractor and its Subcontractors shall provide and maintain insurance or shall
self-insure, against loss or damage to all tools, construction equipment, mobile
equipment, protective fencing, scaffolding, temporary structures, which are
owned, rented, or leased by Contractor and its Subcontractors, property of
employees and any other similar owned property, the capital cost of which is not
included in the cost of the Plant.
Section 15.9 FOREIGN SOURCED EQUIPMENT.
Owner shall procure Ocean Transit and Air Cargo Insurance. If Contractor elects
to procure Equipment from foreign vendors (other than Equipment supplied by
General Electric Company) and if Owner reasonably determines that delayed
opening coverage is necessary to protect the interests of the Owner, Contractor
and Construction Lender, then the cost of the delayed opening coverage
(including insurance inspections) or the costs of any applicable riders
reasonably necessary to protect the interests of Owner, Contractor and
Construction Lender which are attributable to the ocean transit or air shipment
of the foreign sourced Equipment shall be paid by the Contractor. Contractor
shall provide to Owner a list and anticipated delivery schedule of all foreign
sourced Equipment which will involve ocean transit or air shipment that
Contractor expects to procure with respect to this Agreement for purposes of
determining the impact on the delayed opening coverage in sufficient time prior
to shipment for Owner and Construction Lender to determine and obtain the
insurance coverage required pursuant to this Section 15.9. No adjustment shall
be made to the Guaranteed Lump Sum Price for the amount of any payments for
insurance premiums to be paid by Contractor pursuant to this Section 15.9. Owner
shall be responsible for the cost of any applicable riders reasonably necessary
to protect the interests of Owner, Contractor and Construction Lender
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which are attributable to the ocean transit or air shipment of foreign-sourced
Equipment supplied by General Electric Company and for any deductibles required
by Ocean Transit and Air Cargo Insurance related to foreign-sourced Equipment
supplied by General Electric Company under the Turbine Contract prior to such
foreign-sourced Equipment being loaded on a carrier for transport within the
United States. Contractor shall be responsible for (i) any deductibles required
by Ocean Transit and Air Cargo Insurance related to foreign-sourced Equipment
supplied by Contractor or any Subcontractor or Lower-tier Subcontractor other
than General Electric Company and (ii) any deductibles required by Ocean Transit
and Air Cargo Insurance related to foreign-sourced Equipment supplied by General
Electric Company under the Turbine Contract after such foreign-sourced Equipment
is loaded on a carrier for transport within the United States. Owner shall
provide Contractor with a Certificate of Insurance for such ocean transit and
air cargo insurance and advise Contractor within thirty (30) days of any policy
changes or cancellations of said policy.
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Article 16. FORCE MAJEURE.
(a) Delay in or failure to carry out the duties imposed upon either party under
the Agreement shall not be deemed breaches of the Agreement and may be
cause for time extension if such delay or if such failure is caused by the
following causes and no others: fire and explosion (only as provided in
this Section 16(a)), strikes which do not obstruct operations on the
Plant Premises or directly interfere with access to the Plant Premises
of those who are required to be on the Plant Premises, epidemic,
cyclone, abnormally severe weather (as provided in Section 16(a)),
lightning, flood, earthquake, hurricane, natural disaster, or by reason
of war, declared or undeclared, revolution, riots, acts of public
enemies, blockade or embargo, offsite event causing disruption of
service from any utilities, criminal acts of third parties, an order of
court or a governmental body, not caused by the claiming party, which
directs that the Work be stopped, in whole or in part, provided that the
foregoing events were without the fault of and beyond the control of the
party claiming Force Majeure. Force Majeure means any of the above
events if such event in fact materially interferes with the performance of
the obligations of Contractor or Owner (except payment) pursuant to this
Agreement. A party claiming Force Majeure shall give notice thereof to the
other party and shall make reasonable attempts to remedy the cause or
causes constituting the Force Majeure, keeping the other party reasonably
informed. Such Notice shall be given as promptly as possible but in no
event later than seven (7) Days after becoming (or when reasonably should
have become) aware of such occurrence or event. Except as provided in
Section 16(d), there shall be no increase in the Guaranteed Lump Sum Price
on account of an event of Force Majeure, however time extensions may be
granted in accordance with Section 16(b). Only extensions of schedule shall
be granted. In addition to the above requirements, to qualify for a time
extension to the Scheduled Date of Commercial Operation, a Force Majeure
event, including an Excusable Delay pursuant to Section 16(c), must satisfy
all of the requirements of Section 16(b). A Force Majeure event includes
the failure of a Subcontractor to
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complete obligations of this Agreement in a timely manner if such failure
is itself due to a Force Majeure event as defined in this Section 16(a).
Force Majeure shall include fire and explosion, provided that such fire or
explosion did not occur as a result of the negligence or intentional acts
of the party claiming Force Majeure, its employees, agents, or
subcontractors or did not occur as a result of the failure of the Equipment
unless such failure was beyond the control of the claiming party, its
employees, agents or subcontractors. The notice described shall include
documentation as to the cause of the fire or explosion and a statement from
all facts available that such fire or explosion was not caused by the
negligence or intentional acts of the declaring party, its employees,
agents or subcontractors. If the non-declaring party believes that the fire
or explosion does not meet the requirements of this Section 16(a) or was
caused by the negligence or intentional acts of the declaring party, its
employees, agents, or subcontractors or by the failure of Equipment (as
described above), then that non-declaring party shall so notify the
declaring party. Abnormally severe weather conditions are defined as only
conditions which are at the Plant Premises and are shown to be conditions
which are more severe than any event in the most recent ten (10) year
historical profile of U.S. Meteorological Society weather data from the
nearest reporting station to the Plant Premises.
(b) If either party, because of a Force Majeure event, is rendered wholly or
partly unable to perform any of its obligations under this Agreement (other
than an obligation to pay sums due to the other party), that party shall be
excused from whatever performance is affected by the Force Majeure event to
the extent so affected. Time extensions will be granted, pursuant to
Section 4, to the extent of the delay actually caused, provided that:
(i) as a condition of Force Majeure the non-performing party must provide
written notice, no later than seven (7) Days after the beginning of
the Force Majeure event and delineate its effect on that party's
performance including its specific effect on critical activities and
when (date and time) the non-performing party is anticipating that it
will be able to resume performance;
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and,
(ii) a Force Majeure event shall not entitle the Contractor to an extension
of the Scheduled Date of Commercial Operation unless such event
proximately causes a change in the ability of Contractor to achieve
Commercial Operation by the Scheduled Date of Commercial Operation;
and,
(iii) the period of non-performance shall be of no greater scope and of no
longer duration than is required by the Force Majeure event; and,
(iv) unless otherwise agreed to by Owner, in writing, the non-performing
party shall continue to perform the Work in good faith and with due
diligence and use all reasonable efforts to limit delays caused by
such Force Majeure event and remedy Contractor's inability to perform
during and after the Force Majeure event; and
(v) when the non-performing party is able to resume performance of its
obligations under this Agreement, that party shall give the other
party written notice to that effect; and,
(vi) it is the duty of the claiming party to prove all the elements of
Force Majeure including (i) specific action taken to work around or
mitigate the impact, (ii) specific event dates, durations and logic to
support the claim and (iii) specific cause for the claim of Force
Majeure as set forth in this Article 16 and to provide written
documentation of such proof to the other party as soon as reasonably
possible. Owner shall have the right to analyze and Contractor shall,
upon Owner's request provide, (a) the most recent Contractor's Work
Schedule prepared prior to the Force Majeure event (the "Old
Schedule"), (b) Contractor's data sufficient to support the Old
Schedule, (c) the revised Contractor's Work Schedule prepared after
such Force Majeure event (the "New Schedule"), (d) Contractor's data
sufficient to support the New Schedule and (e) information concerning
all changes, events and occurrences affecting the Contractor's Work
Schedule from the
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date of the Old Schedule through the date of the New Schedule. A party
is not required to grant or deny a request for Force Majeure until
such documentation has been supplied.
(c) If there is an event which meets all of the requirements of an Excusable
Delay under the Turbine Contract and the supplier of the turbines under the
Turbine Agreement is not liable for a delay in delivery, as provided in the
Turbine Agreement, Contractor shall not be liable to Owner for the same
delay in delivery. A time extension will be granted pursuant to Article 4,
to the extent of the delay caused provided that there is compliance with
Section 16(b)(i) through (vii), except for the notice requirement in (i),
and such Excusable Delay must be an event beyond the control of Contractor
and not caused by an act or a failure to act on the part of Contractor, its
employees, agents or Subcontractors.
(d) If one or more Force Majeure events cause delays of more than forty-five
(45) Days, in the aggregate, then beginning with costs incurred for the
forty-sixth (46th) and following Days of delay, Owner shall reimburse
Contractor for its reasonable out-of-pocket costs actually and necessarily
incurred as a result of such Force Majeure event(s), including
demobilization, remobilization, insurance, standby and escalation costs.
Contractor may submit invoices to Owner for such costs monthly along with
such supporting information and documentation as Owner may reasonably
request. Owner shall pay such invoices within thirty (30) Days after
receipt.
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Article 17. INDEMNIFICATIONS.
Section 17.1 INDEMNIFICATION OF OWNER.
Contractor shall defend, protect, indemnify, and save harmless Owner, the
partners in Owner, Construction Lender, Independent Engineer and their
respective Associated Companies and Affiliates, their stockholders, officers and
directors; and PECO, its successors and assigns, and the respective
stockholders, officers and directors of PECO; (the "Indemnitees") from and
against any and all damages, losses, liabilities, claims, causes of action of
every kind and character (including strict liability and tort liability)
expenses (including reasonable attorney fees), demands, judgments, and
settlements, arising in favor of any Person (including Subcontractors'
employees, Lower-tier Subcontractors' employees, Contractor's employees and
PECO's employees) for bodily injury, death or damage to property of any Person
(other than an Indemnitee) arising out of the operations of Contractor,
Subcontractors, Lower-tier Subcontractors (and their respective employees,
officers, etc.), including performance or non-performance of the Work. If such
damage or loss was caused by or results from the concurrent negligence of
Contractor and/or Contractor's agents or employees and any Indemnitee,
Contractor shall indemnify such Indemnitee only to the extent of the negligence
of Contractor and/or Contractor's agents or employees.
Section 17.2 INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION.
Contractor shall fully indemnify and save harmless and defend Owner, the
partners in Owner, Construction Lender, Independent Engineer, PECO and their
respective directors, officers, agents and employees (the "Owner IP Indemnified
Parties") from and against any and all damages awarded against any Owner IP
Indemnified Party by a court of competent jurisdiction or arising out of a
settlement made in accordance with this Article 17 to the extent that the claim
is based on the infringement (or assertions of infringement) of any patent
rights, copyrights or other intellectual property right, with respect to
Equipment, materials, designs, techniques, processes and information supplied or
used by Contractor or any Subcontractor or Lower-tier Subcontractor in
performing the Work hereunder other than any such Equipment, material, designs,
techniques, processes and information provided by the Owner IP Indemnified
Parties. If, in any suit or claim relating to the foregoing, a
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temporary restraining order or preliminary injunction is granted, Contractor
shall make every reasonable effort to secure the suspension of the injunction or
restraining order. If, in any such suit or claim, the Plant or any part,
combination or process thereof, is held to constitute an infringement and its
use is enjoined, Contractor shall immediately (a) pay the reasonable direct
out-of-pocket costs and expenses to secure a license to use such infringing
work, replace the infringing work or modify the same so that it becomes
non-infringing, and (b) make every reasonable effort to secure for Owner a
license, at no cost to Owner, authorizing continued use of the infringing work.
If Contractor is unable to secure such license within a reasonable time,
Contractor shall, at its own expense and without impairing performance
requirements, either replace the affected work, or part, combination or process
thereof, with non-infringing components or parts or modify the same so that they
become non-infringing.
Section 17.3 LIMITATION ON CONTRACTOR'S INDEMNIFICATION.
In no event shall Contractor's obligation to indemnify Owner under this Article
17 for any actual or alleged infringement attributable to any Equipment supplied
by General Electric Company or services performed by General Electric Company
pursuant to the Turbine Contract be greater than the obligation of General
Electric Company to indemnify Contractor with respect to such matter under the
Turbine Contract.
Section 17.4 NOTICE OF CLAIM FOR INDEMNIFICATION.
Promptly upon knowledge by Owner of any claim or notice of the commencement of
any action, administrative or legal proceeding, or investigation as to which the
indemnities provided for in Sections 17.1 or 17.2 may apply, Owner shall notify
Contractor in writing of such fact; provided that the failure of Owner to give
any such notice promptly shall not excuse Contractor from its indemnification
obligations hereunder, except to the extent that Contractor has been directly
and materially adversely affected by such late notice. With respect to all
matters which are subject to indemnification under Article 17, Contractor shall,
at its expense (including attorneys' fees and expenses, all other costs and
expenses of litigation and costs of settlement) assume, on behalf of Owner and
any other indemnified party, and conduct with due diligence and in good faith,
the defense thereof with counsel
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reasonably satisfactory to Owner; provided that Owner shall have the right to be
represented therein by advisory counsel of its own selection and at its own
expense; and provided further, that if the defendants in any such action include
both the Owner and Contractor and Owner shall have reasonably concluded that
there may be legal defenses available to it which are different from, additional
to, or inconsistent with, those available to Contractor, Owner shall have the
right to select separate counsel to participate in the defense of such action on
its own behalf. Owner shall, at the request of Contractor, provide all
reasonably available assistance in the defense or settlement of any such claim,
action, proceeding or investigation and all reasonable out-of-pocket costs and
expenses incurred by Owner in connection with the defense or settlement of any
such claim, action, proceeding or investigation shall be reimbursed by
Contractor promptly upon demand therefor. Neither Owner nor Contractor shall
settle or compromise any claim, action or proceeding without the prior written
consent of the other party, which consent shall not be unreasonably withheld.
Section 17.5 FAILURE TO DEFEND.
Notwithstanding anything to the contrary in this Article 17, if any claim,
action , proceeding or investigation arises as to which the indemnities provided
for in Sections 17.1 or 17.2 apply, and Contractor fails to assume the defense
of such claim, action, proceeding or investigation, then Owner may in good
faith, at the expense of Contractor, contest or reasonably settle such claim. To
the extent Contractor's indemnity obligation arises out of the Equipment or
services furnished under the Turbine Contract, Contractor's indemnity obligation
shall be no greater than the corresponding indemnity obligation of the
Subcontractor under the Turbine Contract.
Section 17.6 INDUSTRIAL INSURANCE WAIVER.
In any action against Owner and any other Person indemnified in accordance with
this Article 17, by any employee of Contractor, Subcontractors, Lower-tier
Subcontractors, agents, or anyone directly or indirectly employed by any of
them, the indemnification obligation of this Article 17 shall not be limited by
a limit on the amount or type of damages, compensation, or benefits payable by
or for Contractor or any Subcontractor or Lower-tier Subcontractor under the
Georgia Workers' Compensation Act, or any other employee benefit acts. In
addition,
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Contractor waives any immunity provided under the Georgia Workers' Compensation
Act; however, such waiver shall be effective only as to Owner and any other
indemnitees and not as to any employee of Contractor, Subcontractors, Lower-tier
Subcontractors, agents or anyone directly or indirectly employed by any of them.
This provision has been mutually negotiated by the parties.
Section 17.7 SURVIVAL.
The provisions of this Article 17 shall survive Final Acceptance and the
termination of this Agreement.
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Article 18. TERMINATION - SUSPENSION BY CONTRACTOR - DISPUTE PROCEDURE.
Owner shall have the right to terminate this Agreement for any reason in its
sole and absolute discretion upon written notice to the Contractor as follows:
(a) TERMINATION PRIOR TO AUTHORIZATION TO PROCEED.
Prior to the Authorization to Proceed, Owner may terminate this Agreement
without further recourse by Contractor to Owner except reimbursement
pursuant to the schedule of Cancellation Charges as set forth in Exhibit
"C" and Contractor shall be entitled to receive no other payment or
reimbursement from the Owner. If an Authorization to Proceed is not given
to Contractor on or before December 31, 2000, either party may, by written
notice to the other party, terminate this Agreement, without further
liability except that Contractor shall be entitled to reimbursement
pursuant to the schedule of Cancellation Charges as set forth in Exhibit
"C.
(b) TERMINATION SUBSEQUENT TO AUTHORIZATION TO PROCEED.
Following the issuance of the Authorization to Proceed, Owner may terminate
this Agreement for convenience. In the event of termination of this
Agreement by Owner for convenience following issuance of the Authorization
to Proceed, for any reason other than Contractor's default, Contractor
shall have no recourse against Owner except as follows: Contractor shall be
entitled to receive reimbursement from Owner of an amount equal to the sum
of: (i) that portion of the Guaranteed Lump Sum Price which is applicable
to the Work performed to the date of termination, as determined in
accordance with Monthly Progress Reports and which has not been previously
paid to Contractor (including release of Owner's Security on such amounts,
subject to Owner's right to draw upon and use Owner's Security for the
satisfaction of any threatened or existing liens); (ii) the reasonable
out-of-pocket costs actually and necessarily incurred by Contractor in
withdrawing its equipment and personnel from the Plant Premises and
otherwise demobilizing; and (iii) the actual, reasonable and necessary
costs reasonably incurred by Contractor in terminating those contracts, not
assumed by Owner, with Subcontractors pertaining to the Work. Contractor
shall document any cost claimed by it under this Section and the necessity
of incurring such costs to Owner's reasonable
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satisfaction and shall supply Owner with copies of all Subcontractor
invoices covering the amounts claimed as costs under this Section.
Contractor shall submit an invoice to Owner for the amount of reimbursement
claimed by Contractor with all supporting information and requisite
documents. Owner shall pay such invoice no later than twenty-five (25) Days
after receipt unless Owner disputes certain elements thereof, in which
event only the undisputed portion of such invoice will be paid within such
period.
(c) EFFECT OF TERMINATION OTHER THAN FOR CONTRACTOR'S DEFAULT. In the event of
any termination by Owner pursuant to Section 18(a) or (b), Contractor
shall, upon receipt of the notice of termination, immediately cease all
performance including services undertaken pursuant to any Limited Notice to
Proceed, and all other acts on Owner's behalf in connection with this
Agreement. Contractor shall thereafter commit to no further expenses or
costs other than as necessary to demobilize and safeguard the Work nor
shall Contractor otherwise obligate Owner. All (i) Work and Equipment
delivered to the Plant Premises, (ii) other Equipment which Contractor can
arrange to deliver to Owner, and (iii) contracts, subcontracts, or Drawings
made or entered into by Contractor in connection with this Agreement,
including such matters undertaken pursuant to any Limited Notice to
Proceed, shall be delivered to Owner within ten (10) Business Days after
receipt of such notice. In addition, if so directed by the Owner,
Contractor shall to the extent possible assign, cancel, rescind or revoke
any subcontracts or orders for the procurement of Equipment and shall
terminate the subcontracts and orders as directed by the Owner.
Section 18.1 TERMINATION BY OWNER FOR CONTRACTOR'S DEFAULT.
(a) The following, upon the giving of proper notice by Owner, are Contractor
defaults:
(i) Contractor refuses or fails to timely perform the Work;
(ii) Contractor refuses or fails to supply enough properly skilled workers,
or proper materials or Subcontractors to timely perform the Work;
(iii) Contractor fails to make payment (not reasonably in dispute) to
Subcontractors for materials or labor in accordance with the
respective
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agreements pertaining to the Work between the Contractor and
Subcontractors, provided that if Contractor contends any payment due
to Subcontractors for materials or labor is reasonably in dispute, the
failure by Contractor to make such payment shall not be a default
under this paragraph if a lien is not filed in connection with such
dispute, or if filed, is removed by a lien bond or other acceptable
arrangement by Contractor within twenty (20) Days of a written request
by Owner or Construction Lender;
(iv) Contractor is in violation or breach of any Applicable Laws,
Applicable Insurance Policies or orders of a public authority having
jurisdiction;
(v) Contractor fails to comply promptly with rejection notices or notices
to correct Defects; (vi) Contractor causes or permits any repudiation,
lapse or cancellation of performance security;
(vii) Contractor fails to commence Work promptly following Authorization to
Proceed under this Agreement;
(viii) Contractor assigns this Agreement in violation of the terms of this
Agreement;
(ix) Contractor fails to pay liquidated damages when due; or
(x) Contractor otherwise materially breaches this Agreement. A material
breach of this Agreement by Contractor includes those acts or non-acts
of Contractor specifically designated herein as material breaches or
acts of default.
(b) If Contractor does not cure any default under Sections 18.1(a)(i) through
(x) within thirty (30) Days after notice or, if the default is such that it
cannot be cured within such period of time and Contractor does not promptly
commence action which is calculated to cure such default within a
reasonable period of time and thereafter diligently pursue such action to
completion and achieve such cure within ninety (90) Days after such notice,
Owner shall have the right to terminate this Agreement by written notice to
Contractor without prejudice to any remedies of Owner by reason of
Contractor's default.
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(c) Owner may terminate this Agreement for Contractor's default, without
prejudice to any remedies of Owner, by giving notice to Contractor, if
Contractor fails to achieve Commercial Operation of any Unit within one
hundred eighty (180) Days after the Scheduled Date of Commercial Operation
for such Unit.
(d) Whenever this Agreement is terminated for Contractor's default and if Owner
decides to complete the Work:
(i) Owner may then without prejudice to any other rights or remedies of
the Owner also: (a) take possession of the Plant Premises and of all
the Equipment and Contractor's equipment and all materials, tools, and
construction machinery thereon which may be owned by the Contractor
for use by Owner or its designee to complete the Work; (b) mandate
assignment by Contractor of other contracts or subcontracts to Owner
or its designee for Work; and (c) finish the Work by whatever
reasonable method Owner, in its absolute discretion, may deem
expedient.
(ii) Contractor shall not be entitled to receive further payment.
(iii) Notwithstanding any provision in this Agreement to the contrary and
without waiving, limiting or releasing any other right, remedy or
recourse which Owner may have, Contractor shall also be liable to
Owner for the additional costs of debt service (from and after the
date of termination), as hereinafter defined, plus all costs and
expenses reasonably incurred and damages sustained, except as limited
by Section 14.2, by Owner including those which are included in
continuing construction of the Plant to Final Acceptance and in
correcting Defects in the Work and paying for the repair and/or
replacement of items under any warranty. The additional costs of debt
service for which Contractor shall be liable to Owner under this
Section shall be the additional interest accrued on the Construction
Financing prior to Final Acceptance which is incurred by Owner as a
result of the default of Contractor for which Owner terminates this
Agreement.
(e) Subject to the limitations in Section 14.2 and Section 14.4, Owner retains
its
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right to all remedies at law or in equity, including remedies specifically
provided in this Agreement, in the event this Agreement is terminated for
Contractor's default.
Section 18.2 TERMINATION FOR INSOLVENCY OF A PARTY.
Except as is otherwise provided by law and subject to the rights of the
Construction Lender to cure such default, either party may terminate this
Agreement by written notice to the other party if the other party: (i) commences
a voluntary proceeding (including a petition of bankruptcy, winding-up,
moratorium or analogous relief) under any jurisdiction's Applicable Laws
relating to bankruptcy, insolvency or reorganization law; (ii) has a bankruptcy,
insolvency or reorganization proceeding filed against it and fails to have such
proceeding stayed or vacated within forty-five (45) Days after such filing;
(iii) upon the end of any such stay fails to have such involuntary proceeding
vacated within thirty (30) Days thereafter; (iv) admits the material allegations
of any petition in any bankruptcy filed against it; (v) is adjudged bankrupt; or
(vi) is the subject of a winding-up order made by a court with jurisdiction over
it which is not stayed or reversed by a court of competent jurisdiction with
thirty (30) Days; or (vii) makes a general assignment for the benefit of its
creditors (assignment for construction financing excluded), or a receiver is
appointed for all or a substantial portion of such party's assets and such
receiver is not discharged within sixty (60) Days after his appointment.
Pursuant to this Section, any such termination of this Agreement shall be
considered to be by reason of anticipatory breach of contract and such
termination shall be without prejudice to any rights and remedies that the
terminating party may have by reason of such anticipatory breach.
Section 18.3 NONPAYMENT BY OWNER.
(a) DEFAULT.
Owner shall be in default to Contractor if Owner fails to timely pay
Contractor any undisputed amounts due pursuant to the terms of this
Agreement following receipt by Owner from Contractor of a written notice of
such default. An amount disputed by Owner must be disputed in good faith.
Owner shall be allowed thirty (30) Days from receipt of a notice of default
to remedy such default and interest will be charged on all
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late payments from the date due at the annual prime rate of The Chase
Manhattan Bank on the date due, plus one percent (1%), but not in excess of
the lawful maximum rate.
(b) TERMINATION - SUSPENSION BY CONTRACTOR.
In the event of a default as set forth in Section 18.3(a) above, and after
fifteen (15) Days from receipt of the notice of Default, if Owner has
failed to pay the amount(s) due pursuant to the terms of this Agreement,
Contractor shall have the right to suspend the Work. If Contractor elects
to suspend the Work and such suspension is subsequently removed and the
Work is continued by Contractor, the Guaranteed Lump Sum Price will be
increased by an amount equal to the increase, if any, in the cost actually
incurred by Contractor and demonstrated to the reasonable satisfaction of
Owner by Contractor to be over and above those in the Guaranteed Lump Sum
Price, but only to the extent such costs are reasonable and necessary and
result directly from such suspension. If Contractor suspends performance of
Work and, unless Owner has exercised its right to require assignments,
Contractor shall notify Subcontractors of such suspension and otherwise
proceed in accordance with the provisions of Section 19(b)(ii) and the
Scheduled Date of Commercial Operation shall be extended on a Day-for-Day
basis by Change Order for the number of Days of delay caused by the
suspension. Owner shall have the right to cure at any time during
suspension and Contractor shall immediately proceed with the Work,
provided, however, if Owner has not cured such default within seventy-five
(75) Days after Contractor's suspension, Contractor shall have the right to
terminate this Agreement. In the event of termination of this Agreement by
Contractor, Contractor shall be paid the costs actually incurred by
Contractor and demonstrated to the reasonable satisfaction of Owner by
Contractor to be over and above those incurred and included in the
Guaranteed Lump Sum Price, but only to the extent such costs are reasonable
and necessary and result directly from such suspension and Contractor shall
be entitled to receive reimbursement from Owner as provided in Section
18(b) and Contractor shall be subject to the obligations of Contractor as
provided in Section 18(c). The Contractor will provide written notice to
Owner twenty-four (24) hours prior to such suspension or termination.
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Section 18.4 LIMITATION OF TERMINATION AND SUSPENSION BY CONTRACTOR.
Except as specifically provided in Sections 18.2, 18.3 and 20.2(d), Contractor
shall have no right to terminate this Agreement or suspend the Work for any
reason.
Section 18.5 DISPUTE - CONTINUING AGREEMENT PERFORMANCE.
In the event of a dispute between Owner and Contractor with respect to the
interpretation of this Agreement or the performance required by this Agreement,
including any dispute which may result in a claim, (a "Dispute"), the aggrieved
party shall notify the other in writing of the Dispute then existing (the
"Dispute Notice"). In order for a party to proceed under this Section, the
Dispute Notice must specifically state that the aggrieved party is invoking the
Dispute procedure of this Section 18.5. The parties shall then make a good faith
attempt to resolve the Dispute, first through direct discussions between their
respective representatives, provided that the provisions of this Section 18.5
shall not override, delay or in any way prevent termination of this Agreement by
Owner pursuant to Section 18 or 18.1 or by Contractor pursuant to Section 18.3
(except with respect to amounts disputed in good faith as provided in Section
18.3(a)). In the event a Dispute is not resolved within thirty (30) Days
following the date of the Dispute Notice, the parties agree to proceed to
mediation under the Construction Industry Mediation Rules of the American
Arbitration Association and to conclude such mediation within ninety (90) Days
following the date of the Dispute Notice. If the parties are unable to agree
upon a mutually convenient place for the mediation, the mediation shall take
place at the offices of the AAA in Atlanta, Georgia. Each party will pay its own
costs, plus an equal share of the cost of the mediator and mediation facilities.
If any Dispute is not resolved by mediation, then either party in its sole
discretion may invoke litigation, provided that failure to invoke litigation
shall not be a waiver of any such Dispute except as otherwise provided in this
Agreement. During any mediation or litigation which arises out of a Dispute, all
parties will continue to proceed pursuant to the provisions of this Agreement
without prejudice to the rights of Owner or Contractor to terminate as provided
herein. In addition to the specific rights of termination and suspension as set
forth in this Agreement and except as limited in this Agreement, Owner or
Contractor shall have also available the remedies, among others, of an action
for damages, restraining order, temporary injunction, permanent injunction, or
specific
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performance of all or any provision hereof together with any other rights
accruing to it at law or in equity.
Section 18.6 PAYMENT REQUIREMENTS.
In the event of termination by Owner pursuant to Section 18.1 or 18.2, Owner's
Security shall remain subject to the rights of Owner and to the requirements set
forth in Section 3.1(f), provided that in the event of termination pursuant to
Section 18 (a) or (b), termination by Contractor pursuant to Section 18.2, or
termination pursuant to Section 18.3, Owner shall pay or release all Owner's
Security to Contractor.
Section 18.7 TERMINATION - SUSPENSION OF THE TURBINE CONTRACT.
Unless Contractor has exercised its rights to terminate this Agreement pursuant
to Section 18.2 or 18.3, Contractor shall not terminate or suspend the Turbine
Contract without the prior written consent of Owner. In the event Contractor has
terminated this Agreement pursuant to Section 18.2 or 18.3 and if Contractor
intends to terminate the Turbine Contract, Contractor shall give Owner fifteen
(15) Days notice of its intent to terminate the Turbine Contract and if Owner
does not exercise its right to require the Contractor to assign the Turbine
Contract to Owner within such fifteen (15) Day period, Contractor shall have the
right to terminate the Turbine Contract. Upon such termination, Owner will pay
to General Electric Company any amounts due to General Electric Company pursuant
to Section 14.1 of the Turbine Contract, subject to compliance with the
procedures set forth in Section 3.1(d)(ii) of this Agreement.
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Article 19. SUSPENSION OF WORK BY OWNER.
Section 19.1 SUSPENSION OF WORK BY OWNER.
(a) Without prejudice to any other right of Owner to terminate this Agreement
as provided in Article 18, following the issuance of the Authorization to
Proceed or any Limited Notice to Proceed, Owner has the right to suspend
Work for convenience upon giving seven (7) Days prior notice to Contractor
("Suspension Notice"). Seven (7) Days after receipt of a Suspension Notice,
Contractor shall suspend performance of all Work and, unless Owner has
exercised its right to require assignments, Contractor shall notify
Subcontractors of said suspension and the Scheduled Date of Commercial
Operation shall be extended on a Day-for-Day basis by Change Order for the
number of Days of delay caused by the suspension; provided, that Contractor
may be required by Owner to continue to receive Equipment and if Owner
elects to require Contractor to do so, then Owner will give Contractor
notice of such election at the time the Suspension Notice is given.
(b) In the event of a suspension of this Agreement by Owner, the rights and
obligations of the parties shall be governed by the following:
(i) The period of suspension shall begin seven (7) Days after the receipt
of said Notice of Suspension.
(ii) Except as specifically set forth in this Agreement, neither Owner nor
Contractor shall be required to take further action regarding
performance under this Agreement. Owner and Contractor shall cooperate
in good faith to maintain the commitments of Subcontractors and
Lower-tier Subcontractors relating to this Agreement; provided, that
Contractor shall not incur any obligation or liability, whether
financial, performance or otherwise for which Owner shall be liable,
with respect to any of Contractor's efforts to maintain such
commitments. If Owner so elects, notwithstanding such suspension,
Contractor shall take reasonable actions to preserve the work and any
equipment provided that Owner shall pay a reasonable fee to Contractor
for
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such services.
(iii) Subject to Owner's rights to obtain assignments from Contractor of
orders and subcontracts as provided in this Agreement, Contractor
shall suspend subcontracts including orders, and in the event
Contractor is unable after its best efforts to suspend any
subcontracts, Contractor may, with Owner's written consent, which
shall not be unreasonably withheld, cancel such subcontracts and other
commitments made to the date of suspension.
(iv) The Guaranteed Lump Sum Price will be increased by an amount equal to
the increase, if any, in the costs actually incurred by Contractor and
demonstrated to the reasonable satisfaction of Owner by Contractor to
be over and above those in the Guaranteed Lump Sum Price, but only to
the extent such costs are reasonable and necessary and result directly
from Owner's suspension under this Article 19. Owner will notify
Contractor at least seven (7) Days before the date when the Work shall
start again. Contractor will resume full performance of the Work
within such seven (7) Day period, unless Owner and Contractor
otherwise mutually agree in writing.
(v) Owner shall continue to make payment in accordance with Article 3 for
Work which Owner and Contractor agree in writing was satisfactorily
performed and for which Contractor has not been previously paid unless
Construction Lender refuses to make funds available for such payment,
in which event Contractor shall be entitled to receive interest on the
unpaid amount at the annual prime rate of The Chase Manhattan Bank on
the date due, plus one percent (1%), but not in excess of the lawful
maximum rate. Notwithstanding the foregoing sentence, in the event
that General Electric Company presents a valid invoice to Contractor
under the Turbine Contract, Owner shall be responsible for the timely
payment to General Electric Company of the amount of such invoice.
(vi) In the event that Owner is current on payments to Contractor for Work
which Owner and Contractor agree in writing was satisfactorily
performed, Contractor
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shall not terminate this Agreement prior to the expiration of two (2)
years after the date of such suspension; provided that if Owner does
not pay Contractor for Work, which Owner and Contractor agree in
writing was satisfactorily performed, within ninety (90) Days of the
date of such suspension, Contractor and Owner shall negotiate
provisions for the payment of Contractor or termination of this
Agreement.
(vii) Contractor shall be paid the reasonable out-of-pocket costs actually
and necessarily incurred by Contractor in withdrawing its equipment
and personnel from the Plant Premises and otherwise demobilizing as a
result of such suspension. Contractor shall document any cost claimed
by it for demobilization and the necessity of incurring such costs to
Owner's reasonable satisfaction. Contractor shall submit an invoice to
Owner for the amount of reimbursement claimed by Contractor for
demobilization with all supporting information and requisite
documents. Owner shall pay such invoice no later than forty-five (45)
Days after receipt unless Owner disputes certain elements thereof, in
which event only the undisputed portion of such invoice will be paid
within such period. During the period of such suspension Contractor
shall invoice Owner monthly for standby charges actually and
necessarily incurred by Contractor and Contractor shall document any
cost claimed by it for standby and the necessity of incurring such
costs to Owner's reasonable satisfaction. To the maximum extent
possible Contractor shall mitigate standby charges to Owner. Owner
shall pay such invoice for standby charges no later than forty-five
(45) Days after receipt unless Owner disputes certain elements
thereof, in which event only the undisputed portion of such invoice
will be paid within such period. Upon removal of such suspension
Contractor shall immediately remobilize. Contractor shall be paid the
reasonable out-of-pocket costs actually and necessarily incurred by
Contractor in remobilizing. Contractor shall document any cost claimed
by it for remobilization and the necessity of
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incurring such costs to Owner's reasonable satisfaction. Contractor
shall submit an invoice to Owner for the amount of reimbursement
claimed by Contractor for remobilization with all supporting
information and requisite documents. Owner shall pay such invoice no
later than forty-five (45) Days after receipt unless Owner disputes
certain elements thereof, in which event only the undisputed portion
of such invoice will be paid within such period. (v)
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Article 20. LIMITED NOTICE TO PROCEED; AUTHORIZATION TO PROCEED.
Section 20.1 LIMITED NOTICE TO PROCEED.
Owner has given Contractor a Limited Notice to Proceed, effective September 10,
1999. The scope of Work to be performed pursuant to the Limited Notice to
Proceed is the Work described in Exhibit "C."
Section 20.2 AUTHORIZATION TO PROCEED.
(a) REQUIREMENT OF AUTHORIZATION TO PROCEED. This Agreement is not
authorization for Contractor to proceed with performance of the Work.
Contractor shall not obligate Owner in any way pursuant to this Agreement,
nor shall Contractor perform any Work at the Plant Premises or permit any
Subcontractor or Lower-tier Subcontractor to perform any Work at the Plant
Premises, except as specifically authorized under a Limited Notice to
Proceed as set forth in Section 20.1, until the Authorization to Proceed
has been given by Owner. Prior to or concurrent with delivery of the
Authorization to Proceed to Contractor, Owner shall (i) furnish to
Contractor reasonably satisfactory evidence that Owner has arranged
adequate financing for the Project, or, in the alternative, provide
Contractor with adequate security, in a form reasonably acceptable to
Contractor, for all payments which may become due from Owner under this
Agreement prior to close of financing for the Project, and (ii) assign, or
cause to be assigned, to Contractor, the Turbine Contract, provided that
upon the termination of this Agreement prior to close of financing for the
Project, Contractor shall, at the request of Tenaska, Inc., assign the
Turbine Contract to Tenaska, Inc. or a party to be designated by Tenaska,
Inc., in exchange for a release of all obligations of Contractor under the
Turbine Contract, as applicable. Contractor shall deliver to Owner and
Construction Lender copies of (i) any technical information letters or
other information delivered to Contractor pursuant to Section 22.11 of the
Turbine Contract, any Dispute Notices (as defined in the Turbine Contract)
delivered or received by Contractor pursuant to Section 22.10 of the
Turbine Contract and (iii) all
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Documentation (as defined in the Turbine Contract) delivered by General
Electric Company pursuant to Section 20.1 of the Turbine Contract.
(b) AUTHORITY.
The Authorization to Proceed, when given to Contractor, grants Contractor
the authority to proceed with performance pursuant to all provisions of
this Agreement. Subject to compliance by Owner with Section 20.2(a),
Authorization to Proceed shall be effective at the time properly given to
Contractor in the manner set forth in Section 27.2. Upon issuance of the
Authorization to Proceed, Contractor will execute an Affidavit of
Commencement of Construction in the form attached to Exhibit "N," setting
forth as the date of commencement of Work at the Plant Premises a date
which is on or after the date on which the Authorization to Proceed is
given to Contractor.
(c) TIME EXTENSIONS.
Solely for the purpose of determining the Scheduled Date of Commercial
Operation for any Unit and dates for Owner's obligations pursuant to
Section 5(j)(3), upon Owner delivering the Authorization to Proceed to
Contractor, the Authorization to Proceed Date shall be deemed to be the
later of (a) the date on which the Authorization to Proceed was actually
delivered to Contractor and (b) one hundred thirteen (113) Days after the
date on which the Limited Notice to Proceed was delivered to Contractor,
provided that if a Limited Notice to Proceed has not been delivered to
Contractor prior to the delivery of the Authorization to Proceed, the
Authorization to Proceed Date shall be deemed to be one hundred thirteen
(113) Days after the date on which the Authorization to Proceed was
actually delivered to Contractor.
(d) LATE DELIVERY OF AUTHORIZATION TO PROCEED.
If the Authorization to Proceed has not been delivered by December 31,
2000, Contractor shall have the right to terminate this Agreement by
written notice to Owner.
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Article 21. ASSIGNMENT.
(a) Owner may assign any or all of its rights or obligations
under this Agreement to an Affiliate of Tenaska, Inc.
or an entity in which an Affiliate of Tenaska, Inc. has
an ownership interest, provided such assignee has
adequate resources (as determined by Contractor in the
exercise of its reasonable judgment) to fulfill those
obligations of Owner which are assigned, and any defaults
of Owner existing at such time are cured. Upon
completion of such assignment and the delivery of an
assumption agreement (in a form reasonably satisfactory to
Contractor) executed by such assignee to Contractor, Owner
shall automatically, without further action, be
released from any and all obligations and liabilities
therefor under this Agreement which are assumed by the
assignee, provided, however, Owner shall not be released
from those obligations, if any, which Owner elects to
reserve from such assignment. Notwithstanding any
provision of this Agreement to the contrary, Owner and
Owner's assignee, if applicable, shall have the absolute
right, without the consent of Contractor, to assign this
Agreement, or any rights reserved by Owner after
assignment, to the Construction Lender and subsequent
lenders for collateral security purposes.
(b) All Contractor's subcontracts including material supply
contracts and orders for Equipment shall be in writing and
assignable by Contractor to the Owner and/or Construction
Lender, without the consent of the Subcontractor.
(c) If this Agreement is suspended or terminated by either
party, regardless of the cause for such suspension or
termination, whether one time or more, Owner shall have
the absolute right in each event to require the Contractor
to assign to Owner all of Contractor's right, title and
interest in and to any of Contractor's then outstanding
subcontracts including material supply contracts and
orders. Owner may exercise such right by giving
Contractor notice thereof within twenty (20) Days after
each such suspension and/or termination. Contractor
shall duly execute such assignments and deliver them and
the assigned subcontracts to Owner within seven (7) Days
after
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Contractor receives Owner's notice. Failure of Contractor
to assign to Owner all of Contractor's right, title and
interest in and to any of Contractor's then
outstanding subcontracts in accordance with this
subsection (c) is a default under this Agreement, except
in the case of termination by Contractor pursuant to
Section 18.2 or 18.3.
(d) Due to the nature of the Work and the reliance of Owner on
Contractor's ability, neither this Agreement nor benefits nor
obligations herein are assignable by Contractor.
(e) Contractor shall not assign the Turbine Contract without
the prior written consent of Owner.
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Article 22. CONFIDENTIALITY.
(a) Contractor and its Associated Companies, directors,
officers, employees and representatives, including
attorneys, accountants and consultants, shall keep
confidential (i) this Agreement, (ii) all negotiations
concerning this Agreement and documents exchanged by
Contractor and Owner during negotiation, and (iii) all
documents, data, Drawings, contracts, studies, projections,
photographs, video and audio recordings, computer files
and programs, and other information, whether written or
oral, which relate to economic benefits to or amounts
payable by either party pursuant to this Agreement or
costs of the Work, operations of the Plant, and Plant
Premises, and including cost and quantities of fuel. In
addition, Contractor will keep confidential all Drawings,
studies and other information relating to design,
construction and operation of the Plant except as
hereinafter stated. Contractor also agrees to keep
confidential: (i) the Power Purchase Agreement by and
between Owner and PECO, and (ii) the Gas Purchase
Agreements between Owner and fuel suppliers and
transporters. Owner and its Associated Companies,
directors, officers, employees and representatives,
including attorneys, accountants and consultants, shall
keep confidential all financial information concerning
the parent of Contractor supplied by Contractor,
provided that such parties may disclose such matters to the
extent reasonably necessary in connection with the
financing and development of the Project, subject to
obtaining a confidentiality and non-disclosure agreement
from the receiving party. The terms of this Section
shall survive this Agreement and shall continue
indefinitely for any of such information that is a trade
secret of the Owner with the meaning of O.C.G.A. Section
10-1-761, and for such information which is not a trade
secret within such definition, for a period of two (2)
years after the earlier of Final Acceptance of the
Plant or termination of this Agreement.
(b) "Confidential", as used in this Article 22, means that the
information or any document described in Section 22(a),
including the content, substance or effect of such
information or document, shall not be disclosed,
discovered or distributed to any other Person; except
such information or document may be disclosed pursuant
to the valid
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order of any court or tribunal of competent
jurisdiction. The obtaining of such order and the order
shall be opposed by the party by whom it will be carried
out unless opposition thereto is waived by each of the
parties to this Agreement and except as hereinafter
provided. No party shall be required to oppose any
order requiring disclosure by appeal, separate legal
proceeding or extraordinary measures in any judicial or
administrative proceedings unless the other party, after
notice, agrees to pay the costs of such opposition.
(c) Contractor may, without violating this Article 22, disclose
information or a document described in Section 22(a):
(i) to Contractor's lenders, underwriters,
Subcontractors and subsidiaries, Associated
Companies or parent; provided, except as set forth
in Section 22(g), that Contractor shall disclose
only that information which such Person needs to
know in connection with the Project and Contract
shall obtain as a condition precedent to the
disclosure, a confidentiality agreement with the
Person to whom the disclosure is being made with
terms substantially the same as this Section 22
("Confidentiality Agreement");
(ii) to governmental officials and parties involved in
any proceeding whereby either the Contractor or
Owner is seeking a permit, certificate or other
regulatory approval or order necessary or
appropriate to carry out this Agreement; provided,
that the party making the disclosure will exercise
reasonable efforts to restrict public access to
the information disclosed by way of protective
order, Confidentiality Agreement or otherwise;
(iii) to governmental officials or the public as
required by any Law; provided, that Contractor
will exercise reasonable efforts to restrict
public access to the information disclosed by way
of protective order, Confidentiality Agreement
or otherwise.
(iv) if such information or document (a) is, or
becomes, publicly known otherwise than through a
wrongful act of Contractor, its employees, or
agents; (b) was in the rightful possession of
Contractor, its employees, or agents prior to
receipt
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from Owner without restriction of
confidentiality; (c) is developed independently
by Contractor, its agents or employees without
use of Owner's confidential information; or (d)
is approved in writing by Owner for disclosure by
Contractor, its agents or employees to a third
party not bound by the confidentiality
obligations afforded to Owner under this
Agreement.
(d) Contractor and Owner each represent, covenant and warrant
that as of the date of this Agreement it has made no
disclosures which would violate this Article 22.
(e) All Drawings at the time of their delivery to Owner and
copies thereof are and shall remain the property of the
Owner. They are to be used by Contractor only with
respect to this Plant and are not to be used by Contractor
on any other project. With the exception of one contract
set for each party to this Agreement, such documents are
to be returned or suitably accounted for to the Owner on
request at the Final Acceptance of the Plant. Owner may
use the Drawings and shall not be in violation of any
duty or obligation to Contractor; provided, that in doing
so, Owner shall not for any reason, other than as set
forth in Section 22(c), disclose information to a
third party concerning economic benefits to either
party and amounts paid or payable pursuant to this
Agreement. Contractor shall not photograph, videotape
or otherwise reproduce in any form whatsoever all or
any part of the Work, or work product related to the
Work, including the operational Plant, without Owner's
prior written consent. Notwithstanding the fact that
the Drawings remain the property of Owner, Contractor
shall retain its rights, for use on other work, in its
computer software, standard details, designs, data bases,
specifications, other proprietary property and any
copyrighted document or trademark material
("Contractor's Intellectual Property"). Contractor
shall retain its rights in its computer software
except the computer software for Plant control systems
and instrumentation installed in the Plant shall be the
property of the Owner. Rights to Contractor's Intellectual
Property developed, utilized or modified in the
performance of the Work shall remain the property of the
Contractor, subject to a non-exclusive license hereby
granted to Owner to use Contractor's Intellectual
Property, when applicable, in connection with the
operation of the Plant. All computer software
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prepared by Contractor pursuant to this Agreement is an
instrument of service in respect to the Plant. Computer
software and Drawings prepared by Contractor pursuant to
this Agreement are not intended or represented to be
suitable for reuse by Owner on extensions of the Plant or
on any other project. Any reuse of such computer
software or Drawings prepared by Contractor without prior
written consent by Contractor for the specific purpose
intended will be at Owner's sole risk and without
liability or legal exposure to Contractor and Owner shall
defend, indemnify and hold harmless Contractor against
all claims, losses, damages, injuries, and expenses,
including attorneys fees, arising out of or resulting
from such reuse. Notwithstanding the foregoing provision
of this Section 22(e), Owner's rights in and to computer
programs provided under the Turbine Contract shall be
as set forth therein.
(f) The parties hereby agree that it will be impossible to
measure in terms of money the damages which may or will
accrue by reason of any breach of the obligations set forth
in this Article 22 and, for that reason, among others, the
parties agree that each party is entitled to specific
performance of the provisions of this Section and any other
remedies allowed by Applicable Laws. In the event either
party institutes any proceeding to enforce any of the
provisions of this Section, the other party hereby waives
any claim or defense that an adequate remedy at law exists.
(g) Subject to compliance with Section 22(c) (i), the
dissemination by Contractor of plans, specifications and
parts of this Agreement, not including Exhibits, to
potential Subcontractors in the ordinary course of business
will not constitute a violation of this Agreement and
Contractor shall redact from such plans, specifications and
parts of this Agreement those provisions which are not
required to be disclosed.
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Article 23. COMPLIANCE WITH LAW AND VENUE.
(a) Contractor shall comply and secure compliance by
Subcontractors with all Applicable Laws and Applicable
Insurance Policies in connection with the Work. If
Contractor, Subcontractors or Lower-tier Subcontractors
perform any part of the Work contrary to Applicable Laws or
Applicable Insurance Policies, then Contractor shall bear
any additional costs resulting from said violation and
correction thereof and shall not be reimbursed by Owner.
(b) It is the duty of Contractor to ascertain whether the Work,
Exhibits and Drawings are in accordance with all Applicable
Laws and Applicable Insurance Policies before
Contractor contracts for the purchase of Equipment or
contracts with Subcontractors or starts construction
and to indemnify Owner for all loss, liability, expense
and damage caused by its failure to do so. If Contractor
determines that any Work, Exhibits or Drawings are not
in compliance with Applicable Laws or Applicable
Insurance Policies, then Contractor shall: (i) immediately
notify Owner of the variance, and (ii) make any necessary
revisions to comply with such Applicable Laws or
Applicable Insurance Policies, and (iii) follow the
Change Order procedure in Section 4 if Contractor believes
there has been a Change of Law or Change of Applicable
Insurance Policy and advise the Owner of any
additional time of performance of the Work, or any
change in the performance guarantees. Such actions by
Contractor shall be at Contractor's nonreimbursable
expense unless such expense is included in an approved
Change Order.
(c) Contractor shall not, under any circumstance, enter into
negotiations with any governmental authority or agency to
develop variations or revisions to Applicable Laws without
Owner's prior written approval.
(d) Contractor and Guarantors shall obtain all certificates of
authority and licenses required by law to do business in the
State of Georgia and the county or political subdivision
thereof wherein any part of the Work is performed.
Contractor shall obtain all state and local building,
construction, and hauling permits which are required by
Applicable Laws for performance of the Work.
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Article 24. PLANT ACCOUNTING.
(a) Contractor shall assist Owner in preparing the property
accounting system following the Code of Federal Regulations
(CFR), Conservation of Power and Water Resources, Title 18,
Subchapter C-Accounts, Federal Power Act. Such activities in
this Section 24(a) are included in the Guaranteed Lump Sum
Price, are to be undertaken concurrently with Plant
operations, and are to be completed no later than six (6)
months following the date of Plant Commercial Operation.
(b) Contractor shall maintain proper and complete records
substantiating all expenses and charges. Contractor agrees
to cooperate with Owner in supplying summary cost data so
Owner can properly place the cost of the Work on its books.
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Article 25. AVAILABILITY GUARANTEE.
Contractor shall prepare a detailed engineering study of
anticipated Plant Availability which shall calculate the
anticipated availability for the Plant, including Equipment
supplied by General Electric Company, and will demonstrate
that the balance of Plant, excluding Equipment supplied by
General Electric Company, will be designed to achieve an
average availability, excluding planned outages, of
ninety-nine percent (99%) or more.
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Article 26. OWNER AND CONTRACTOR REPRESENTATIVE.
Section 26.1 OWNER'S PROJECT MANAGER.
(a) Owner's Project Manager shall have authority to bind the
Owner only as specifically authorized in this Article 26.
In the event of any conflict between the actions of the
Owner's Project Manager and Owner's Site Representative,
those of Owner's Project Manager shall control. Owner's
Project Manager shall have authority to provide direction
to Contractor as permitted or required of Owner by this
Agreement.
(b) Owner's Project Manager shall have authority to review and
to submit comments on Contractor's design documents and to
reject Work which does not conform to this Agreement.
Whenever Owner's Project Manager considers it necessary or
advisable for the implementation of the intent or to
determine conformity of the Work with this Agreement,
Owner's Project Manager shall have authority to direct the
Contractor to require special inspection or testing of the
Work whether or not such Work shall then be fabricated,
installed or completed, provided that Owner shall bear the
costs of any such special inspections or testing if the
Work satisfactorily passes such tests.
Section 26.2. OWNER'S SITE REPRESENTATIVE.
(a) Owner's Site Representative will maintain an office on the
Plant Premises during construction. Owner's Site
Representative will not have authority to act on behalf of
the Owner or to bind the Owner, except as specifically
authorized in this Article 26.
(b) Owner's Site Representative has no obligation or right or
authority whatsoever to render interpretations of this
Agreement or Drawings. However, Owner's Site Representative
may discuss the requirements of this Agreement with the
Contractor's Site Representative and Owner.
Section 26.3 OWNER'S AGENT.
Owner shall designate an Owner's Agent who shall have authority to act
on behalf of Owner on all matters relating to this Agreement. Owner's
Agent shall have authority to provide notice to and receive notice
from Contractor and to exercise all other authority of Owner as
permitted or required by this Agreement.
Section 26.4 OWNER'S REPRESENTATIVES; MISCELLANEOUS.
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(a) Neither the Owner's Site Representative's nor Owner's Project
Manager's authority to act under Section 26.1 or 26.2 nor any
decision made either to exercise or not to exercise such
authority shall change the obligations of this Agreement, nor
shall any action taken pursuant to such authority relieve
Contractor of any responsibility or obligation in this
Agreement.
(b) Owner shall not be responsible for and will not have control
or charge of, nor shall Owner's Site Representative, Owner's
Project Manager or Owner's Agent have authority with respect
to, construction means, methods, techniques, sequences or
procedures, or for safety precautions and programs in
connection with the Work. Owner's Site Representatives,
Owner's Project Manager and Owner's Agent have no
responsibility with respect to the Contractor's failure to
carry out the Work or with respect to other acts or omissions
of the Contractor in accordance with this Agreement nor with
respect to Contractor's failure to carry out instructions of
the Owner.
(c) The duties, responsibilities and limitations of authority of
the Owner's Site Representative, Owner's Project Manager or
Owner's Agent during performance of this Agreement will not be
modified or extended without written notice to Contractor.
(d) Owner may change the Owner's Site Representative or Owner's
Project Manager by giving Contractor ten (10) Days prior
notice. In the case of any such change, Owner shall appoint a
replacement representative whose status under this Agreement
shall be that of the former.
(e) Owner's Site Representative, Owner's Project Manager and
Owner's Agent shall at all times have access to the Work. All
instructions to Contractor concerning the Work will be given
by Owner's Project Manager or Owner's Agent directly to
Contractor's Site Representative or Contractor's
Representative.
(f) Contractor shall not be relieved of obligations to perform
the Work in accordance with this Agreement by any action
taken by Owner's Site Representative or Owner's Project
Manager, or by tests, inspections or approvals required or
performed by Persons other than the Contractor.
(g) Owner's Project Manager shall be:
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ANDREW R. JONES (402) 691-9530
----------------------------------- ---------------------
Name Telecopy
1044 NORTH 115TH STREET, SUITE 400 (402) 691-9722
----------------------------------- ---------------------
Address Phone
OMAHA, NEBRASKA 68154
-----------------------------------
City, State, Zip
(h) Owner's Agent shall be:
MICHAEL C. LEBENS (402) 691-9530
---------------------------------- ---------------------
Name Telecopy
1044 NORTH 115TH STREET, SUITE 400 (402) 691-9515
---------------------------------- ---------------------
Address Phone
OMAHA, NEBRASKA 68154
----------------------------------
City, State, Zip
(i) Owner's Site Representative shall be identified in writing
to Contractor.
Section 26.5. CONTRACTOR'S SITE REPRESENTATIVE.
(a) Contractor's Site Representative will represent Contractor
on the Plant Premises during construction. Contractor's
Site Representative will maintain an office on the Plant
Premises for purposes of remaining in close proximity to
the Work and communicating with Owner's Site Representative
and/or Owner's Agent. Contractor's Site Representative will
advise and consult with Owner's Agent and Owner's Site
Representative as to the performance of the Work under this
Agreement. Contractor's instructions to Owner shall be
forwarded only through Owner's Agent. Contractor's Site
Representative will have authority to act on behalf of
Contractor and to bind Contractor. All communications given
to Contractor's Site Representative shall be as
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binding as if given to Contractor.
(b) Contractor's Site Representative will be and will remain
thoroughly familiar with the progress and quality of the
Work and will assure that the Work is proceeding in
accordance with this Agreement. Contractor's Site
Representative will be required to make extensive and
continuous inspections at the Plant Premises to check the
quality, adherence to the Drawings and Applicable Laws, and
quantity of the Work. On the basis of Contractor's Site
Representative's observations, Contractor's Site
Representative will keep Owner's Site Representative
informed of the progress of the Work and will guard Owner
against Defects in the Work of the Contractor.
(c) Contractor's Site Representative shall have knowledge of the
Work, the construction means, methods, techniques, sequences
or procedures, and for safety precautions and programs in
connection with the Work.
Section 26.6 CONTRACTOR'S REPRESENTATIVE.
Contractor shall designate a Contractor's Representative who shall
communicate with Owner's Representative. Contractor's Representative
shall be responsible for Contractor's performance of this Agreement
and shall assist Owner whenever necessary to ensure Contractor's
complete and satisfactory performance of this Agreement. Contractor's
Representative will have authority to act on behalf of Contractor and
to bind Contractor on all matters relating to this Agreement.
Section 26.7 CONTRACTOR'S REPRESENTATIVES; MISCELLANEOUS.
(a) The duties, responsibilities and limitations of authority of
the Contractor's Site Representative and the Contractor's
Representative as set forth in this Agreement will not be
modified or extended without written consent of Owner, which
will not be unreasonably withheld.
(b) Contractor may not change Contractor's Site Representative or
Contractor's Representative without obtaining the prior
written consent of Owner's Agent, which shall not be
unreasonably withheld, and thereafter by giving ten (10) Days
prior notice to Owner. In the case of any such change,
Contractor shall appoint a replacement representative whose
status under this Agreement shall be that of the former
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Contractor's Representative.
(c) In the event Contractor's Site Representative is for any
reason unacceptable to Owner, the parties agree to cooperate
in good faith to resolve Owner's objection and if the
objection cannot be resolved, such Representative shall be
replaced by Contractor.
(d) No act or omission of Contractor's Site Representative shall
excuse any obligation to perform this Agreement in
accordance with all of its terms and conditions.
(e) Contractor's Site Representative shall be:
JOE USSERY
------------------------- ---------------------
Name Telecopy
------------------------- ---------------------
Address Phone
------------------------- ---------------------
City, State, Zip
(f) Contractor's Representative shall be:
MIKE MOSLEY (210) 475 8572
------------------------- ---------------------
Name Telecopy
527 LOGWOOD (210) 475-8411
------------------------ ----------------------
Address Phone
SAN ANTONIO, TX 78224-0130
------------------------
City, State, Zip
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Article 27. GENERAL PROVISIONS.
Section 27.1 ROYALTIES AND LICENSE FEES.
Contractor shall pay all required royalties and license fees with respect to
proprietary rights and intellectual property licenses and agreements, and shall
procure, as required, the appropriate proprietary rights, intellectual property
licenses and agreements, for materials, methods, processes, systems and services
incorporated into the Plant or otherwise relating to the performance of the
Work. In performing the Work, Contractor shall not knowingly incorporate into
the Plant, or use in connection with the Plant or the performance of the Work,
any materials, methods, processes, systems or services that involve the use of
any confidential information, intellectual property or proprietary right that
Contractor does not have the right to use and incorporate or that may result in
claims or suits against Owner, Contractor or any Subcontractor or Lower-tier
Subcontractor for infringement of any domestic or foreign patent rights,
copyrights, other proprietary rights, or intellectual property licenses or
agreements, or applications for any thereof, or misuse of confidential
information.
Section 27.2 NOTICES.
All notices or other communications required or permitted by this Agreement
shall be in writing and shall be considered properly given at the time: (i) one
Day after delivery to an overnight courier, correctly addressed and postage
prepaid, (ii) delivered in person, (iii) a return receipt is signed when sent by
certified mail, or (iv) sent by facsimile machine or reproduction, regardless of
when received or delivered. Except as provided in (i) and (iv) hereof, Notices
or other communications given in accordance with (ii) or (iii) shall be
effective only when actually received by the addressee. Neither the day of the
week nor the time of day or night at which the notice or other communication is
delivered to overnight courier or addressee nor the time sent by facsimile
machine nor reproduction shall affect the validity of same.
Notice shall be given to Owner and Contractor as follows:
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Owner: Contractor:
Tenaska Georgia I, L.P. Zachry Construction Company
1044 North 115th Street 527 Logwood
Omaha, Nebraska 68154 San Antonio, TX 78224-0130
Facsimile No: (402) 691-9530 Facsimile No: (210) 475 8572
Attn: Michael C. Lebens Attn: Robert J. Kalt
In the event the parties utilize "facsimile" transmitted notices or other signed
communications (by telecopy, Panafax, telefax, etc.) the parties hereby agree to
accept and to rely upon such notices or other signed communications as if they
bore original signatures. Each party acknowledges and agrees to provide to the
other party, within seventy-two (72) hours of transmission of same, such notice
or documents bearing the original signatures; however, failure of the sending
party to timely follow up with a notice bearing the original signature will not
void the notice or document. For purposes of notice by "facsimile," the numbers
of the parties shall be as follows:
Owner: (402) 691-9530 Attn: Michael C. Lebens
Contractor: (210) 472-8572 Attn: Robert J. Kalt
Owner and Contractor shall have the right to change their address for notice or
other communication hereunder to any other location within the continental
United States by giving written notice to the other party in the manner set
forth herein.
Section 27.3 INDEPENDENT CONTRACTOR.
Contractor is an independent contractor engaged in an independent business and
is not the agent, employee or servant of Owner for any purpose. Contractor shall
have full control and supervision over the Work, employment, direction,
compensation and discharge of all Persons assisting it in the Work, subject to
the rights of Owner provided in this Agreement. Contractor agrees to be solely
responsible for: (i) maintaining the required insurance under any Worker's
Compensation Act or Employee's Liability laws and in accordance with
requirements of this
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Agreement; (ii) timely payment of all federal, state, and local taxes or
contributions imposed or required under unemployment insurance, social security,
income tax laws and other Applicable Laws with respect to Contractor's employees
engaged in the performance of this Agreement; (iii) duly and timely filing all
federal, state and local tax returns and forms to reflect all income derived
from activities performed under this Agreement; and (iv) all matters relating to
the payment of its employees, including compliance with social security,
withholding and all other regulations governing such matters. As between Owner
and Contractor, Contractor agrees to be responsible for its own actions and
those of its employees, Subcontractors and Lower-tier Subcontractors during the
term of this Agreement. Contractor shall bear and be solely responsible for all
expenses of any kind which it may incur in the performance of its
responsibilities under this Agreement and shall hold the Owner harmless from any
claims with respect thereto. Contractor does not have, and shall not hold itself
out as having, any authority to enter into any contract or create any obligation
or liability on behalf of, in the name of, or binding upon Owner except as
specifically provided in this Agreement; and Contractor shall hold Owner
harmless from any loss, liability, damage and claims resulting from any action
taken by Contractor which is inconsistent with the provisions of this Section
27.3.
Section 27.4 SAFETY PRECAUTIONS. Contractor shall, and shall cause all
Subcontractors to, implement and administer a safety and health program for the
Plant, subject to the approval of Owner (which shall not be unreasonably
withheld), which shall include:
(a) development of a safety manual within ninety (90) days of issue of the
Authorization to Proceed establishing Contractor and Subcontractor safety
guidelines and requirements, a copy of which manual shall be provided to
Owner immediately upon its development; provided that Contractor shall
incorporate into such manual any and all reasonable comments of Owner;
(b) conducting of weekly safety meetings, in association with Owner, with the
employees and agents of Owner, Contractor, Subcontractors and Lower-tier
Subcontractors;
(c) development, implementation and enforcement of procedures for advising
Owner (including prompt provision of safety reports concerning all
accidents which take place on the Plant Premises) and employees and agents
of Contractor and
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Subcontractors of, and correction of, safety violations and deficiencies;
and
(d) actions necessary to provide a safe work environment in accordance with
Applicable Laws and Applicable Insurance Policies.
Contractor shall take all reasonable precautions for the safety of, and shall
provide all reasonable protection to avoid damage, injury or loss as a result of
Contractor's or any Subcontractor's performance of the Work to:
(i) all persons employed by Owner, Contractor, Subcontractors and
Lower-tier Subcontractors in connection with the Work or Owner
(whether in the performance of their obligations hereunder or
otherwise) and all other persons who may be affected by the
performance of the Work or any of such persons;
(ii) all supplies used in connection with the Plant or the Work and all
materials and Equipment to be incorporated into the Plant, whether in
storage on or off the Plant Premises, and whether under the care,
custody or control of Owner, Contractor, any Subcontractor or
Lower-tier Subcontractors; and
(iii) other physical property at the Plant Premises or adjacent thereto,
including trees, shrubs, lawns, walks, pavements, roadways, structures
and utilities not designated for removal, relocation or replacement in
the course of construction hereunder.
At all times (including during Start-up, Testing and initial operation of a
Unit), Contractor shall require all Subcontractors and Lower-tier Subcontractors
working on or supplying materials, supplies or Equipment to the Plant Premises
to comply with all safety requirements in effect at all such times.
Section 27.5 TITLE TO THE PLANT PREMISES.
The title (direct or indirect, in name and beneficially) of all Work, completed
or in the course of construction, and of all the Equipment on the Plant Premises
for which any monthly progress payment has been made shall be in Owner, subject
to the interest of the Development Authority pursuant to bond financing obtained
by Owner from the Development Authority. It is expressly understood and agreed
that the passage of title shall not be a release of Contractor's responsibility
to fully carry out its obligations under this Agreement or otherwise affect the
provisions respecting risk of loss set forth in this Agreement.
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Section 27.6 QUALITY ASSURANCE. Contractor shall implement and administer a
quality assurance program for the Plant, subject to the approval of Owner (which
shall not be unreasonably withheld), which shall include:
(a) development of a Quality Assurance Manual within 60 days of issue of the
Authorization to Proceed establishing Contractor and Subcontractor
guidelines, procedures and requirements for quality assurance, a copy of
which manual shall be provided to Owner immediately upon its development;
provided that Contractor shall incorporate into such manual any and all
reasonable comments of Owner;
(b) development, implementation and enforcement of procedures for quality
assurance including advising and monitoring employees and agents of
Contractor and Subcontractors with respect to quality assurance compliance
procedures; and
(c) provision by Contractor on a quarterly basis of quality assurance reports
in the form set out in the Quality Procedures Manual with respect to all
design, engineering, construction, start-up and testing activity at the
Plant Premises.
Section 27.7 SEVERABILITY OF PROVISIONS.
In the event that any provision of this Agreement, or the application thereof,
is held by any court of competent jurisdiction to be illegal or unenforceable,
the parties shall attempt in good faith to agree upon an equitable adjustment to
this Agreement in order to overcome to the extent possible the effect of such
illegality or unenforceability. The provisions of this Agreement are intended to
be performed in accordance with, and only to the extent permitted by, the
requirements of all Applicable Laws. If any provision of any of the Agreement or
the application thereof to any Persons or circumstance shall, for any reason and
to any extent, be invalid or unenforceable, neither the remainder of the
Agreement nor the application of such provision to other Persons or
circumstances or other instruments referred to in the Agreement shall be
affected thereby but, rather, the same shall be enforced to the greatest extent
permitted by Applicable Laws.
Section 27.8 ENTIRE AGREEMENT.
This Agreement sets forth the full, complete and entire understanding of the
parties as of the date first above stated except for the following which may be
executed prior to or at the same time as this Agreement: an Assignment of the
Turbine Contract by Owner to the Contractor; an
139 Article 27
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assumption agreement to be executed between the supplier under the Turbine
Contract and the Contractor; a Priority Agreement to be executed between
Contractor and the title insurance company; an Indemnification Agreement to be
executed between Contractor and the title insurance company; and the Guarantee.
Except as otherwise provided in this Section 27.8, this Agreement supersedes any
agreements and representations made or dated prior hereto. There shall be no
oral modification of this Agreement, whether or not executed and performed on
one side. Any written modification or agreement dated subsequent to the date of
this Agreement shall constitute a modification or amendment hereof only to the
extent that said modification or agreement is duly executed by both parties to
this Agreement.
Section 27.9 COUNTERPARTS.
This Agreement may be executed in any number of counterparts, or by use of faxed
counterpart signature pages, each of which shall be an original, but all of
which together shall constitute but one instrument.
Section 27.10 APPLICABLE LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE
STATE OF TEXAS EXCLUDING THEIR CONFLICT OF LAWS PROVISIONS TO THE MAXIMUM EXTENT
PERMITTED BY SECTION 35.51 OF THE TEXAS BUSINESS AND COMMERCE CODE AND OWNER AND
CONTRACTOR AGREE DALLAS COUNTY, TEXAS SHALL BE THE MOST CONVENIENT FORUM FOR
JURISDICTION AND RESOLUTION OF ANY LEGAL DISPUTE HEREUNDER AND IRREVOCABLY
SUBMIT TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN SUCH
COUNTY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
AND HEREBY IRREVOCABLY AGREE THAT THE VENUE FOR SUCH CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING SHALL BE IN SUCH COURT. FOR ANY CLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT WHICH MUST BY STATUTE BE DETERMINED IN THE COURTS OF
THE STATE OF GEORGIA, OWNER AND CONTRACTOR HEREBY IRREVOCABLY SUBMIT TO THE
JURISDICTION OF THE SUPERIOR COURT OF FULTON COUNTY, GEORGIA AND HEREBY
IRREVOCABLY AGREE THAT THE VENUE FOR SUCH CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING SHALL BE IN SUCH COURT.
Section 27.11 HEADINGS AND CONSTRUCTION.
The section headings are inserted for convenience of reference only and shall in
no way effect, modify, define, or be used in construing the text of this
Agreement. Where the context
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requires, all singular words in this Agreement shall be construed to include
their plural and all words of neuter gender shall be construed to include the
masculine and feminine forms of such words. The terms "include," "including"
and similar terms shall be construed as if followed by the phrase "without
limitation." Notwithstanding the fact that this Agreement has been prepared
by one of the parties, all of the parties confirm that they and their
respective counsel have reviewed, negotiated and adopted this Agreement as
the joint agreement and understanding of the parties. This Agreement is to be
construed as a whole and any presumption that ambiguities are to be resolved
against the primary drafting party shall not apply.
Section 27.12 SOLE BENEFIT.
This Agreement and all rights hereunder are intended for the sole benefit of the
parties hereto and, except (i) to the extent expressly provided in this
Agreement, for the benefit of the Construction Lender and (ii) to the extent
expressly provided in this Agreement, for the benefit of additional Persons to
be indemnified, shall not imply or create any rights on the part of, or
obligations to, any other person. No other party shall have rights under this
Agreement or be entitled to assume that the parties thereto will insist upon
strict performance of their mutual obligations hereunder, any of which may be
waived from time to time.
Section 27.13 SUCCESSORS AND ASSIGNS.
All of the terms of this Agreement shall apply to, be binding upon and inure to
the benefit of the parties hereto, their respective successors, permitted
assigns and all other Persons claiming by, through or under them.
Section 27.14 LIMITATION OF OWNER'S LIABILITY.
By its execution and delivery of this Agreement, Contractor agrees for itself
and its successors and assigns that any claim, judgment or order against the
Owner or any partner in Owner which may arise under this Agreement shall be
enforceable against only Owner and Owner's Assets. No judgment, order or
execution entered in any suit, action or proceeding in favor of Contractor,
whether legal or equitable, relating in any way to this Agreement, shall be
obtained or enforced against any Associated Company of either Owner or any
partner in Owner, against any officer, director or stockholder of Owner or any
partner in Owner or their Associated Companies, or against the individual assets
of any such Persons for the purpose of obtaining
141 Article 27
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release and satisfaction of any obligation arising under this Agreement and any
right to proceed against such Persons is hereby expressly waived, renounced and
remitted by Contractor for itself and its successors and assigns. Nothing in
this Agreement shall increase the liability of a limited partner in Owner beyond
the liability of a limited partner as provided by law.
Section 27.15 CONTRACTOR RESPONSIBILITY.
Contractor has full responsibility for engineering, procurement and
construction. Contractor shall coordinate all Work and shall be responsible for
the performance of any obligations of Contractor under this Agreement, whether
the Work is performed by Contractor, by Subcontractors, by Lower-tier
Subcontractors or any other persons, either directly or indirectly, employed or
used by Contractor or Subcontractors. Contractor warrants and represents that
the design, engineering and Equipment meet the requirements of this Agreement
and that Contractor has relied only upon its own investigation, research,
analysis and preparation, including a thorough assessment of all factors and
conditions which may affect its performance, including conditions at the Plant
Premises.
Section 27.16 SURVIVAL. Termination of this Agreement (a) shall not relieve
either party of any obligation hereunder that expressly survives termination of
this Agreement, (b) shall not relive either party of any obligation hereunder
which by its nature would normally survive a termination, including warranty and
indemnification, and (c) except as otherwise provided in any provision of this
Agreement expressly limiting the liability of either party, shall not relieve
either party of any obligation or liabilities for loss or damage to the other
party arising out of or caused by acts or omissions of such Party prior to the
date of such termination. The provisions of Article 17, Article 22 and Section
27.16 shall expressly survive the termination of this Agreement.
142 Article 27
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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed
in its name and on its behalf by a duly authorized officer in duplicate
originals and effective as of the date first above written
CONTRACTOR:
ZACHRY CONSTRUCTION CORPORATION, a Delaware corporation
By: /S/
-------------------------------------------------
Title: Vice President
/S/_________________________
Witness
OWNER:
TENASKA GEORGIA I, L.P.
By: TENASKA GEORGIA, INC.
Managing General Partner
By: /S/
-------------------------------------------------
Title: Vice President
/S/________________________
Witness
143
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TENASKA GEORGIA GENERATION PROJECT EPC - Exhibit A
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TABLE OF CONTENTS
<TABLE>
<S> <C>
ATTACHMENTS.......................................................................................................3
1.0 INTRODUCTION................................................................................................4
2.0 SITE DESCRIPTION AND CONDITIONS.............................................................................4
3.0 PROJECT DESCRIPTION.........................................................................................5
3.1 Gas Turbine.................................................................................................5
3.2 Continuous Emissions Monitoring.............................................................................5
3.3 Fuel System.................................................................................................6
3.4 Water Supply and Treatment Systems..........................................................................7
3.5 Fire Protection System......................................................................................7
3.6 Plant High Voltage Power System............................................................................10
3.7 Plant Auxiliary Power System...............................................................................10
3.8 Emergency Diesel Generator.................................................................................12
3.9 DC Power Supply............................................................................................12
3.10 Uninterruptible Power Supply...............................................................................12
3.11 Plant Control Systems......................................................................................13
3.12 Plant Control System.......................................................................................14
3.13 Communications Systems.....................................................................................16
3.14 Area Classification........................................................................................16
3.15 Security System............................................................................................17
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3.16 Lighting/Receptacles.......................................................................................17
3.17 Grounding/Lightning Protection.............................................................................18
3.18 Cathodic Protection........................................................................................18
3.19 Miscellaneous Equipment....................................................................................19
3.20 Plant Water Discharge System...............................................................................19
3.21 Storm Water Drainage System................................................................................19
3.22 Civil......................................................................................................20
3.23 Structural/Architectural...................................................................................21
3.24 Interconnections...........................................................................................23
3.25 Noise Control..............................................................................................23
</TABLE>
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ATTACHMENTS
I. Site Location Map
II. Preliminary Water Balances and Preliminary Water Analyses
III. Preliminary Building Arrangement
IV. Preliminary Geotechnical Engineering Report
V. Site Legal Descriptions and Topographic Map
VI. Not Used
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PROJECT DESCRIPTION
1.0 INTRODUCTION
Tenaska is proposing to construct, own and operate a simple cycle
independent power production facility in Heard County, Georgia.
The power production facility and ancillary facilities are
described below.
The Tenaska facility has contracted to sell the entire net plant
electrical output to PECO Energy Company (PECO). The firm contract
capacity of the plant is 950 MW net.
The plant will be designed with the best available control
technology (BACT) to limit emissions. Tenaska proposes that BACT
for this facility will be the combustion of natural gas or No. 2
fuel oil to limit SO2 and particulate emissions, the use of dry
low NOx combustors to control NOx to 25 ppmvdc when firing natural
gas, and water injection when firing oil to control NOx to 42
ppmvdc.
Commercial operation of the plant is scheduled as defined in the
EPC Agreement.
2.0 SITE DESCRIPTION AND CONDITIONS
The site for the proposed facility is located in Heard County,
Georgia approximately nine miles northeast of Franklin and
approximately 40 miles southeast of Atlanta. The site location is
shown on a section of a USGS topographical map included as
Attachment I. A 500 kV transmission line owned by Georgia
Transmission Corporation (GTC) runs through the site and will be
used to interconnect the Project into the transmission system.
Transco's natural gas pipelines run approximately one mile south
of the site. The site is being purchased from Temple Inland and is
currently forested. Temple Inland, a forest products company, will
harvest the trees from the plant site, leaving a buffer zone of
trees around the plant. The site is currently zoned for
"RFA-Residential, Forest and Agricultural" by Heard County, and
will be rezoned for industrial and power plant use. Plant
elevation is approximately 785 feet above mean sea level. The site
is bounded on the south and the west by Hilly Mill Creek and on
the north and west by an unnamed tributary. A portion of the site
is within the 100-year flood plain. A site topographic map with
wetlands delineation is included as Attachment III. A preliminary
geotechnical report by EMCON is included as Attachment IV.
The following information shall be used for plant design:
<TABLE>
<CAPTION>
Parameter Summer Winter*
--------- ------ -------
<S> <C> <C>
Dry-bulb temperature, F 95 18
Wet-bulb temperature, F 78 15
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*Freeze protection and HVAC to be designed in accordance with
design criteria specified in Exhibit B.
Precipitation: 51 inches annual average
Frost Line: 12 inches
Wind pressure and seismic design loads will be in accordance with
the Standard Building Code, for an 80 mph basic wind speed and
Seismic Risk Zone 2A.
Site Elevation 785 feet above mean sea level
3.0 PROJECT DESCRIPTION
The following subsections briefly describe key plant components.
These components are shown on the Plot Plan, Plot Plan Detail,
P&IDs, One-Line, and Heat Balance/Process Flow Sheet in Exhibit B.
Water requirements are shown on the maximum and average Water
Balances provided in Attachment II. Scope of work and detailed
technical requirements are specified in Exhibit B.
3.1 GAS TURBINE
Six (6) General Electric Frame 7FA heavy-duty, single-shaft gas
turbine generator units and auxiliary equipment as described in
Exhibit H. CT stacks and silencers shall be provided by the
Contractor.
3.2 CONTINUOUS EMISSIONS MONITORING
Continuous Emissions Monitoring (CEM) for NOx, O2, and stack flow
in conformance with 40 CFR Part 60 Appendix B and 40 CFR 75 shall
be provided at the stacks. SO2, CO and CO2 emissions will be
calculated using fuel flow rate and fuel composition data.
Contractor shall develop a CEM quality control plan in compliance
with 40 CFR 60 Appendix F and 40 CFR 75 and a reporting system
which generates monthly reports.
The Continuous Emissions Monitoring System (CEMS) will consist of
six individual extractive-type systems. The systems will be housed
in two shelters, each with a group of three systems. The
extractive sample conditioning will
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consist of heated sample probe and line with moisture removal at
the analyzer racks.
3.3 FUEL SYSTEM
Natural gas shall be the primary fuel, with low sulfur No. 2 fuel
oil used for backup fuel. The gas turbines shall be capable of
switching fuels on-line and shall be capable of start-up on either
natural gas or fuel oil.
Natural gas will be regulated and delivered to the plant at a
nominal pressure of 470 psig. A gas supply inlet pressure signal
shall be provided in the control room by the Contractor. Natural
gas will be metered by Transco at the gas pipeline tap,
approximately one mile south of the site. The meter signal,
(containing gas pressure, flowrate, delta-P, and temperature) will
be transmitted to a radio receiver at the site via a radio
transmitter located at the meter. The meter signal will be
converted to a digital signal by the radio receiver. The
Contractor shall connect to the radio receiver and transmit the
meter signal into the control room for monitoring and recording.
The Contractor shall provide a gas chromatograph and two 50%
capacity, indirect bath type gas heaters for the gas supply to the
turbines. The gas heaters will be sized to provide a minimum of 50
degrees Fahrenheit of superheat in the gas to the turbines.
A 165,000 barrel fuel oil storage tank shall be provided. The fuel
oil tank shall be located within a dike sized to contain the full
content of the fuel oil tank plus 12 inch freeboard. An impervious
lining shall be placed within the diked area to prevent fuel oil
from entering the soil. Four (4) fuel oil pumps shall be provided
to pump from the fuel oil storage tank to the gas turbines. Each
pump shall be capable of meeting the maximum fuel oil requirements
of two gas turbines. Tank location is shown on the Site
Arrangement Drawing. Any underground fuel oil piping shall be
installed in a concrete trench with removable covers or within a
secondary containment pipe. The trench or containment pipe shall
be sloped to drain to the oil/water separator. The fuel oil tank
will be in accordance with API 650.
Fuel oil deliveries will be made by truck. Unloading systems and
pumps shall be provided to unload four trucks at the same time and
up to six (6) trucks per hour, with each truck having a capacity
of 6000 gallons. Flowmeters shall be provided to measure unloaded
fuel oil quantities. The unloading area shall be curbed and
surfaced to contain oil spills, with drains from the unloading
areas piped to an oil/water separator. A roof over the unloading
area shall be provided to reduce rainwater flow to the oil/water
separator.
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3.4 WATER SUPPLY AND TREATMENT SYSTEMS
Water for the plant will be supplied from the Heard County Water
Authority. The water will be of potable water quality. An
interconnection will be made to a six inch diameter water main at
George Brown Road immediately north of the plant site. The major
water demands in the power plant are water for the gas turbine
inlet air evaporative coolers and water for injection into the gas
turbine combustion chambers for NOx control when firing fuel oil
The plant will be designed to minimize water consumption.
Attachment II shows a preliminary water balance for the plant. The
evaporative coolers will only operate when the ambient temperature
is 60oF or greater and the gas turbines are operating. If
necessary, the plant can be operated without the evaporative
coolers in service. Water for injection into the gas turbine
combustion chambers will be required only when natural gas is
curtailed and the plant operates on fuel oil.
Truck mounted demineralizer systems will be used to provide
demineralized water for NOx control when burning fuel oil.
Regenerated demineralizer systems will be brought to the site as
needed and returned to their supplier for regeneration. No
chemicals will be required on-site.
A Fresh Water Storage Tank shall be provided on-site for storage
of fresh water, and a Demineralized Water Storage Tank shall be
provided for storage of demineralized water. The Fresh Water
Storage Tank shall have 2,000,000 gallon capacity and the
Demineralized Water Storage Tank shall have 7,000,000 gallon
capacity. The water tanks will be in accordance with AWWA D100.
The tanks will be internally coated to protect against corrosion
and contamination of the water.
A fire water system shall be installed within the plant with water
supplied from Fresh Water Storage Tank. The bottom 200,000 gallons
of the Fresh Water Storage Tank shall be reserved for fire water.
3.5 FIRE PROTECTION SYSTEM
The fire protection system for the generation facility shall be
designed in conformance with National Fire Protection Association
(NFPA) 850, Recommended Practice for Fire Protection for Electric
Generating Plants. The system's design shall be reviewed with the
local fire department to ensure conformance with applicable codes
and standards. All equipment installed in the plant for fire
protection shall be compatible with the local fire department's
firefighting equipment. The fire protection system shall include a
fire water loop
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and monitors, water sprinkler systems for selected areas, and
portable fire extinguishers. General Electric will provide the
FM200 and CO2 fire extinguishing systems for the gas turbines as
described in Exhibit H,
Any additional fire protection equipment and systems which may be
required by the local authority having jurisdiction or Owner's
insurance carrier requirements shall be provided by the Contractor
at the Owner's cost.
3.5.1 FIRE WATER SYSTEM
A fire water system sized to deliver a minimum of 1,500 gpm of
water shall be provided to protect plant facilities against fire.
The fire water system shall be supplied from the Fresh Water
Storage Tanks. Electric motor driven and Diesel engine driven fire
pumps shall provide 125 psig pressure at their discharge. An
electric motor driven jockey pump will operate on continuous
standby and shall start or stop to maintain fire water pressure
between low-pressure and high-pressure points. The electric motor
driven main fire pump shall start when system pressure drops below
a lower set point. The diesel engine driven fire pump shall start
if system pressure drops to a second lower set point. The fire
pumps and controllers shall be Factory Mutual approved. The system
shall include a fire water supply loop, fire hydrants, fire
monitors, and hoses located at appropriate locations. Multiple
flow paths shall be provided in the loop piping so that if one
pipe fails, another pipe can supply sufficient fire water to other
outlets. Sectionalizing post indicator valves shall enable
isolation of any failed section. Hose connections at hydrants
shall be compatible with the local fire department's firefighting
equipment. Fire hoses shall be sized for two-man operation.
3.5.2 GAS TURBINE, BUILDING, AND EQUIPMENT FIRE EXTINGUISHING SYSTEM
The gas turbine mechanical package, turbine enclosure, and
electrical control package shall be protected by an automatically
actuated CO2 & FM200 systems supplied by General Electric as
described in Exhibit H. When either the FM200 or CO2 system is
actuated, alarms or indications at the control panels shall be
activated.
The control room battery room, Power Distribution Center (PDC),
and electrical/electronic equipment rooms shall be protected by
dry pipe, pre-action sprinkler systems. Upon actuation, an alarm
or visual indicator will be activated at a fire protection alarm
panel.
Wet pipe sprinkler system shall be provided for the administration
and office areas and for the fire water pump buildings. The
sprinkler piping shall be filled with water under pressure from
the fire water system. System activation shall occur when
thermally-sensitive sprinkler heads open due to high temperature.
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Dry pipe sprinkler systems shall be provided in the maintenance
and warehouse areas. The sprinkler piping shall use
thermally-sensitive sprinkler heads attached to a piping system
containing air under pressure. When a sprinkler head opens due to
high temperature, the air in the system is released, opening a
diaphragm-operated valve. With the valve open, water flows into
the piping and discharges from the nozzles.
Deluge sprinkler systems shall be provided at the main
transformers and the auxiliary transformers. Deluge spray
subsystems use open spray nozzles attached to piping connected to
the fire water supply through a deluge valve. The deluge subsystem
is activated by a dry pilot detection system installed in the same
area as the spray nozzles. Thermally-sensitive sprinkler heads are
attached to a piping system containing air under pressure. When a
sprinkler head opens due to high temperature, the air in the
system is released, actuating a deluge valve. With the deluge
valve open, water flows into the piping and discharges from all
nozzles. Fire walls shall separate the main transformers and
auxiliary transformers from each other and from the rest of the
plant.
A semi-fixed foam system shall be provided at the fuel oil storage
tank. Connections shall be provided at a safe and convenient
location outside of the containment area for attaching a portable
foam system (by others) to deliver fire suppression foam to the
fuel oil storage tank.
Portable fire extinguishers shall be provided throughout the plant
and within buildings or structures. The type and number of
extinguishers shall be appropriate for the area of the plant. Fire
extinguishers shall be sized for one-man operation.
3.5.3 FIRE DETECTION AND ALARM SYSTEM
Fire detection equipment shall consist of fixed temperature heat
detectors, rate compensated heat detectors, and ionization type
smoke detectors which respond to both visible and invisible
products of combustion.
A fire protective signaling system shall be provided to monitor
the various fixed fire protection systems throughout the power
plant. The system shall include local supervisory panels at the
local valve stations and a main fire alarm annunciator panel
(FAAP) in the control room to monitor system status. Audible fire
and trouble alarms shall be provided at the local supervisory
panels for the hazard areas and at the FAAP.
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3.6 PLANT HIGH VOLTAGE POWER SYSTEM
The high voltage system receives 18.0 kV electrical power produced
by the gas turbine generators and transforms it to 500 kV for
transmission to Georgia Transmission Corporation's system. The 500
kV system and switchyard from the main step-up transformer high
side bushings to the 500 kV GTC transmission lines will be
furnished and installed by others.
The plant site high voltage power system shall include the
following equipment:
o Isophase bus ducts connecting the gas turbine generator to
the main step-up transformers.
o Six (6) generator unit breakers on the 18 kV side of the
main transformers.
o Three (3) 18.0 k V to 500 kV, three winding, main step-up
transformers.
o Three (3) 18.0 kV/4160 V auxiliary transformers.
o Control equipment including CT's and protective relays.
The generation facility shall be supplied by three (3) identical
18.0/4.16 kV transformers, each connected to the 18.0 kV bus on
the primary side and each relay protected. The secondary side
shall be cable connected to the 5 kV switchgear. Auxiliary power
for plant startup and shutdown and during plant outages and
maintenance periods, will be backfed from the 500 kV
interconnection.
3.7 PLANT AUXILIARY POWER SYSTEM
The plant auxiliary power system shall include transformers, bus
circuit breakers, switches, motor starters, and other necessary
electrical equipment and controls for supplying power at 4160 V,
480 V, and lower voltages to the various plant auxiliary power and
lighting loads. The plant auxiliary power system shall be capable
of supplying sufficient power to start three gas turbines
simultaneously. These in-plant loads shall include the following:
o Gas turbine auxiliary loads
o 4160 V - motors larger than 250 hp
o 480 V - motors 250 hp and smaller
o Lighting and miscellaneous loads
Plant power shall be distributed from the Switchgear at 4160 V and
480 V via cable in cable trays throughout the plant. Three
4160-480 V transformers, with appropriate protection, shall be
connected to the 480 V switchgear with normally open tie-breakers
to supply the plant low voltage power system.
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The 5 kV metal clad switchgear shall have copper bus and be cable
connected to the secondary of the auxiliary transformers. It shall
be relay protected, have a tie-breaker, provided with local
kilowatt, volt, and ampere metering, have provisions for remote
status monitoring and supply the 4160-480 V transformers. The 5 kV
switchgear shall contain motor controllers with solid state
protective relays which supply 4000 V motors and 4160-480 V
transformers. Motor protection shall include, but not be limited
to, over-current, under-current, single phase, phase unbalance,
and over-temperature. Each unit shall have local-remote control
selection with remote permissive control allowing only the central
control station to relinquish control once the motor has been
started and placed in operation. They shall also have red
(running) and green (off) indicating lights and provisions for
locking in the deenergized position.
The 480 V switchgear shall be bus connected to the three identical
transformers and cable connected to 480 V motor control centers
(MCC). The 480 V switchgear shall have relay protection, a
tie-breaker, provisions for local volt, ampere, and kilowatt
metering, and remote status monitoring. The motor starters in the
MCCs shall have overload protection and indicating lights. It
shall also have provisions for locking the circuit breakers in the
deenergized position. The Contractor shall provide two 480 V
feeders from two separate load centers to the 480 V panel in the
switchyard and control building.
General Electric will provide motor control centers for all
equipment provided with the gas turbine generators as described in
Exhibit H. Contractor shall provide motor control centers for all
other equipment.
The 480 V system shall generally be used to serve all plant
buildings, turbine auxiliary power, motors 250 hp and smaller and
area lighting systems. Auxiliary power for the plant during plant
outages and maintenance periods will be supplied through the
interconnect with Georgia Transmission Corporation, refer to
Electrical One-Line Drawing in Exhibit B.
The remote control and monitoring of the 500 kV switchyard and GTC
Substation (monitoring only) circuit breakers and metering, 5 kV
and 480 V switchgear and 480 V motor control centers shall be
accomplished through the plant control system (PCS). The
Contractor shall provide the cable from the plant PCS system to
the control panels in the switchyard control building.
Generally, motors 25 hp and larger not in continuous service shall
have motor winding heaters. Motor heaters over 1000 W shall be
rated for 208 V operation. Motor heaters shall be energized when
the motors are not operating. When standby or alternate motors are
supplied, the main motor shall be connected to one MCC and the
standby, or alternate, to the other.
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3.8 EMERGENCY DIESEL GENERATOR
Provision shall be made on the 480 V bus for connecting a portable
1000 KW/1250 kVa, 480 volt, three phase diesel engine driven
generator in case of an emergency. The diesel engine will burn the
No. 2 fuel oil used for the gas turbine. The emergency diesel
generator will be furnished by the owner.
3.9 DC POWER SUPPLY
The DC power supply system provides a reliable source of power for
critical control and power functions during normal and emergency
plant operating conditions and shall provide the normal source of
power for the uninterruptible power supply system. The plant shall
be provided with one 120-volt DC batteries. Under normal operating
conditions, two full-capacity battery chargers shall operate in
parallel and supply DC power to the DC loads. The battery chargers
shall receive 480 volt, three-phase, AC power from the low voltage
power supply system and continuously float charge the unit battery
while simultaneously supplying power to the DC loads. The
batteries shall operate ungrounded. A ground detection scheme
shall be provided to detect grounds on either polarity of the DC
power supply system for annunciation in the control room.
Under abnormal or emergency conditions when 480 volt power from
the low voltage power supply system is unavailable, the unit
batteries shall supply DC power to the DC power supply system
loads and the uninterruptible power supply (UPS). Recharging of
discharged batteries shall occur whenever 480 volt power becomes
available from the low voltage power supply system.
The 120 volt DC batteries and the battery charges shall be
connected together in the station battery panel. DC loads shall be
fed from individual molded case circuit breakers in this panel.
The 120 volt DC batteries shall be sized to provide power after
loss of AC power. The battery chargers shall be sized so a
completely discharged battery can be recharged in less than 24
hours while still supplying all normal DC loads plus the largest
anticipated emergency load on a continuous basis.
3.10 UNINTERRUPTIBLE POWER SUPPLY
The uninterruptible power supply (UPS) system provides 240/120
volt AC, single-phase, 60 hertz power to essential instrumentation
and equipment loads that require noninterruptible AC power. The
normal source of power for the UPS shall be from the DC power
supply system. A full-capacity inverter will be connected
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to a 240/120 volt AC panelboard through a static transfer switch
and a manual bypass switch. The inverter shall be in a
free-standing, floor-mounted enclosure and use solid state silicon
controlled rectifier switching assemblies and other devices to
invert DC to AC power. Protecting, monitoring, regulating and
phasing devices shall be included with the inverter. During normal
operation, the inverter shall supply the essential AC loads.
A solid-state switch connected to the output of the inverter shall
continuously monitor both the inverter output and the alternate AC
source. Upon loss of the inverter output, the static switch shall
automatically transfer essential AC loads without interruption
from the inverter output to the alternate source. The power supply
for the alternate source transformer and regulator shall be the
low voltage power supply system.
During normal operation, the inverter-static switch-power panel
combinations shall be dedicated to furnishing the power required
by the UPS. The low voltage power supply system shall be utilized
as a backup to the inverter systems. A manual bypass switch shall
be provided to enable isolation of the inverter-static switch from
service for testing and maintenance without interruption to the
UPS system loads. UPS system loads shall be fed from the UPS AC
panelboards through fast tripping circuit breakers. The inverter
shall be maintained in synchronism with alternate AC power source.
3.11 PLANT CONTROL SYSTEMS
The plant shall be controlled from a central control room. In
addition, the gas turbines shall have local redundant control
stations comprising the following:
o Turbine control panel
o Generator control panel
o Generator auxiliary panel
o Protective relay panel
The control system shall be a microprocessor-based, -control
system designed with redundancy for safety, reliability and
efficiency. All essential control data and alarms shall be
indicated in the central control room.
The gas turbine-generator supplier will provide controls for the
gas turbines and the equipment provided with the gas
turbine-generators. The Contractor shall provide the PCS system
and controls for all equipment not provided by the gas turbine
supplier, and be responsible for integrating the control equipment
into a workable control system.
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3.12 PLANT CONTROL SYSTEM
The plant control system (PCS) shall provide modulating control,
digital control, monitoring, alarming, logging, data archiving,
and indicating functions for the plant systems. The following
functions shall be provided:
o Overall control of the combustion turbine generators and
other systems in a coordinated response to unit load
demands
o Plant startups and shutdowns initiated by the plant
operators
o Operator interface for the turbine generator controls for
normal or automatic operation
o Operator interface for the auxiliary electric system and
switchyard
o Visual and discernible audible alarms for abnormal events
based on field signals or software generated signals
(including out-of-limit parameters) from the systems,
processes or equipment
o Consolidated sequence-of-events recording for the
combustion turbine and balance-of-plant systems to assist
with diagnostic evaluation of plant upsets, trips and plant
operation
o Operator interface through control consoles consisting of
CRTs, keyboards, trackballs, and printers
o On-line hardware and software diagnostics with tuning
capability
o On-line programming and logic changes
o Monitoring of plant equipment and process parameters and
providing this information to the plant operators in a
meaningful format
The Balance of Plant (BOP) equipment will be controlled from a
redundant GE Fanuc PLC added to the Combustion Turbine (CT)
controls data highway. All of the CT Mark V controls will be
linked together by an t ethernet data highway. The GE CT operator
interfaces will be upgraded to the Cimplicity software, running on
a NT PC platform. The Cimplicity software PCS creates a single
level, integrated control system for the plant, which combines the
Mark V turbine control HMI and the PLC controller to provide BOP
control on a single operator interface. It's ethernet
communication capabilities allow it to communicate directly with
the turbine controller without the need for hardwired I/O. In
addition, the PCS Human Machine Interface (HMI) can communicate
with the BOP controllers and the turbine controllers without the
need for any foreign device interface hardware. Three PCs will be
provided for the operator interface. This will allow the control
room operator to access any of the CTs from one location. This
will also provide the platform requested for coordinated response
to unit load commands. An additional PC for "engineering"
activities will be provided. The contractor shall provide, at no
additional cost to Owner, a Data Historian. The Owner will
provide, at Owners cost, the conversion to the HMI Mark V's.
The majority of plant equipment control and information functions
shall be implemented in the PSC . The combustion turbine control
systems shall interface
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with the PCS through data links and a limited complement of
hard-wired I/O for operator actions and information display;
however, the equipment control and protection logic shall be
implemented in the proprietary control systems provided by the
respective equipment suppliers.
Input/output (I/O) modules shall be used for interfacing with
transmitters and other sensors, final control elements, motor
starters, breakers, and other plant equipment located throughout
the plant. The I/O modules containing inputs/outputs used for
control functions shall normally be connected directly to the
individual control processors such that a failure of the
communications network shall not affect the availability of the
inputs/outputs necessary for execution of the control functions of
the system. Where control information is transmitted between
processors via the data highway, the overall security and response
times of the control loops and digital control operations shall be
evaluated for acceptability. To the extent practical, the system
shall be organized so that the program within a processing unit
shall stand alone without dependence upon another processing unit
or loop communications. Where remote I/O cabinets are used, they
shall be located in protected, ventilated (or air conditioned)
environments as appropriate for solid-state electronics, in
accordance with the manufacturer's recommendations.
Each processing unit shall be backed up by a redundant, fully
capable processing unit, operating in a "hot standby" mode, with
automatic transfer of function to the standby unit in the event of
failure of the operating processing unit.
Visual display work stations shall be provided to allow for ease
of operation of the plant control systems, while simultaneously
maintaining separate dedicated CRT displays for alarming and data
acquisition functions. All PCS displays and operator interface
functions shall be available on at least two independent work
stations. The work stations shall include keyboards for entering
operator-initiated control commands. "Hard-wired" devices such as
push buttons and indicators shall be limited to those required by
codes and regulations, and those provided for hard-wired emergency
shutdown push buttons in the unlikely event of control system
failure.
The PCS shall be designed such that no single failure of any
equipment or power source will interrupt or disrupt any system
function, nor will any single failure cause any controlled
equipment to change status unless specifically required in
accordance with the design. System outputs controlling redundant
or parallel process equipment shall be assigned to minimize the
impact of an output card failure. In general, the use of redundant
PCS outputs shall be avoided. In cases of a failure of a single
system input transducer or of an input module serving only that
transducer, a predicted PCS system control response to the failure
shall be allowable. All such failures, however, shall be alarmed.
The PCS shall be equipped with a diagnostic package that includes
both
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hardware and software to detect system malfunction and equipment
failure. The occurrence of any malfunction or equipment failure
shall be immediately alarmed. The diagnostic package shall be
capable of pinpointing the defective component down to the card
level.
The PCS shall be designed to react in a predictable manner to
certain failure:
o Upon system logic failure, as detected by system
diagnostics, a controller shall transfer to its backup. If
the backup is unavailable, the controller outputs shall
fail to a predictable state and shall enable any manual
shutdown facilities which are appropriate to provide
orderly shutdown of equipment.
o Upon system logic power supply failure, the controller
shall transfer to its backup. If the backup is unavailable,
the system outputs shall fail to a de-energized state.
o Upon power failure to an active or running controlled
device or equipment, the system shall react in a
predetermined manner, either to command a restart of the
equipment upon power resumption, or to cycle the logic to a
status requiring equipment shutdown.
The response time of the system shall be sufficient to maintain
control over the plant processes under all system operating
conditions including extreme plant upset conditions with all
points in alarm.
3.13 COMMUNICATIONS SYSTEMS
Provisions will be made for communication with Georgia
Transmission Corporation and other electric utilities over power
line carrier and by telephone. The plant control system shall be
capable of interacting with digital signals from the microwave
control and the communications systems as required.
A page/party system with local handsets and paging speakers shall
be provided for communication within the plant. Telephones shall
be provided in office areas and the control room.
3.14 AREA CLASSIFICATION
Hazardous areas in the facility shall be classified in accordance
with the appropriate sections of the NEC and API RP-500 series. A
preliminary determination of such areas follows. Contractor is
responsible for making final determinations and designing
accordingly.
Class 1, Group D and/or B, Division 1 (Explosion Proof)
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Within 5 ft of fuel relief valves. Dumps or drains, or
other below grade facilities within the process area.
Class 1, Group D and/or B, Division 2 (Explosion Proof)
Metering and Regulator Area
Metering and Separator Area
Scrubber and Separator Area
Lube Oil Storage Tank
Fuel Oil Storage Tank
Areas adjacent to Division 1 Areas
Gas Turbine Fuel Oil Forwarding Area
Gas Turbine Fuel Gas Metering and Control Area
Non-Hazardous (Any area not otherwise classified)
Control Building
Office Buildings
Switchyard Control Building
Warehouse Buildings
Pressurized Buildings, Cubicles, or Panels
3.15 SECURITY SYSTEM
The plant security system shall consist of an electrically
operated main gate with remote open, stop, and close controls. The
secondary gate will be opened manually.
The main gate shall be capable of being operated at either the
office or control room and have Closed Circuit TV (CCTV) and
two-way speakers with on-off control. Contractor shall provide all
permanent surveillance facilities, including CCTV. Contractor
shall provide security monitor (minimum 14" screen) in the control
room and provide CCTV cabling between gates and the control room.
CCTV's shall have remote pan and zoom capabilities.
Both gates shall be equipped with either card keys or key switches
for use by plant employees.
Owner's responsibility for security will commence on the
commercial operation date and when the plant security system is
completed.
3.16 LIGHTING/RECEPTACLES
The plant roadway and parking areas shall be provided with high
pressure sodium area lighting with photo electric relay control
suitable to the specific area being illuminated.
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All high-intensity lighting shall be directed downward and inward,
not outward from the facility towards off-site locations. There
shall be no adverse effects on safety or interference with
existing views.
Indoor low ceiling areas shall be provided with fluorescent
lighting suitable to the task being illuminated. Illumination
levels shall be designed using the latest IES recommendations.
Wall mounted emergency lighting futures with integral battery,
trickle charger, and two incandescent lamps shall be provided for
egress routes. Lighting duration shall be in accordance with the
latest NFPA 101 Life Safety Code. Optionally, emergency lighting
may be powered from the plant 125 Vdc system.
Power receptacles shall be provided in all finished and unfinished
building areas. Receptacles shall be provided throughout the plant
area to provide suitable coverage for maintenance activities.
Welding receptacles shall be provided throughout the plant area
for maintenance activities and shall be supplied from 480 V MCCS.
The telephone system, telecopier, and control room computer will
be powered from the UPS to provide a regulated, uninterruptible
source of power.
3.17 GROUNDING/LIGHTNING PROTECTION
A grounding grid system(s) consisting of driven copper clad ground
rods and stranded copper cable shall be installed at the facility.
All major electrical equipment, major structural steel members,
stacks, tanks, cooling tower, fencing, etc. shall be bonded to the
ground system. The Contractor shall provide the final site soil
resistivity survey for use in the grounding system design.
Lightning protection shall be provided for all buildings,
structures and equipment provided by the Contractor. Lightning
terminals with roof conductors and down conductors shall be
installed on building roofs, stack, and other areas as required.
3.18 CATHODIC PROTECTION
Cathodic protection system shall be provided on equipment and
tanks as required and on all underground metallic piping systems.
The system shall be of the impressed grid type with surface
coatings for the piping. The cathodic protection systems shall be
designed in accordance with NACE requirements and shall be based
on the results of the Contractor's soils testing.
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3.19 MISCELLANEOUS EQUIPMENT
The proposed generation facility shall include the following
miscellaneous equipment:
o Air compressors, dryers, and receivers for instrument and
plant air systems. Two air compressor systems capable of
producing air as required (at 125 psig) shall be provided,
with the plant air system piped to provide backup for the
instrument air system. The air receiver shall be 1,000
gallons minimum to minimize cycling of the air compressors.
o Safety showers and eyewash stations shall be provided in
chemical handling areas and in battery room.
o Mechanical equipment including air handling units, heating
and air conditioning units, hot water heater, locker rooms,
and fire extinguishers as required for plant buildings.
o Monorail hoists in the maintenance shop rated at 5 tons
3.20 PLANT WATER DISCHARGE SYSTEM
Process equipment areas shall be surfaced and curbed, with drains
directed to sumps. Sump pumps shall be provided to deliver water
collected in the oil/water sumps to an oil/water separator. Oil
removed from the water will be collected and disposed of by a
qualified contractor. Design shall accommodate the disposal
contractor connection.
Water from the gas turbine evaporative coolers will discharge to a
300,000 gallon retention pond. Treated water and other oil-free
wastewater streams from the oil/water separator shall discharge to
a 5,000 gallon plant sump. Water from the plant sump shall be
combined with evaporative cooler blowdown at a metering/sampling
structure and sent to Hilly Mill Creek.
Sanitary wastewater from the plant shall be discharged to a septic
tank field system in conformance with local regulations.
3.21 STORM WATER DRAINAGE SYSTEM
A storm water collection and drainage system shall be provided to
collect storm water from non-process areas, and control and
discharge storm water runoff from the site in accordance with the
NPDES Permit and County regulations. A system of ditches and
culverts, or catch basins, and storm sewers shall be provided as
required to collect and control the storm water runoff. The storm
water runoff from non-process areas shall be directed to the
biofiltration swale. The water cleaned by the biofiltration swale
will discharge to Hilly Mill Creek. Storm water
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runoff from process areas shall be routed directly to the
oil/water separators.
The diked area around the fuel oil storage tank shall connect to
the plant oil/water separator system through a control structure
with a shutoff valve that will remain closed to contain any oil
spill. An impervious lining shall be placed within the diked area
to prevent fuel oil from entering the soil and ground water.
3.22 CIVIL
The site of the proposed facility is currently undeveloped and
forested. A forest products company will harvest the trees from
the plant site leaving a buffer zone around the plant. The
remaining trees on the site shall not be removed or disturbed.
A preliminary site Grading and Draining Drawing has been included
in Attachment IV to show existing site topography and the
preliminary site drainage plan. The Contractor shall prepare the
final grading plan for Owner's review and approval. As part of the
final grading plan the Contractor shall provide landscaping berms
approximately 8-10 feet above finished grade, along the north side
of the entrance road to the site. Contractor is only obligated to
provide the landscaping berms to the extent that cut exceeds fill.
The Owner will plant trees and shrubs on the berms as part of the
final landscaping plan.
On-site surfacing shall be in accordance with Exhibit B. On-site
plant roads and parking areas shall be asphalt. Plant parking
areas shall accommodate 10 cars. Areas where leaks or containments
may occur shall be concrete slab and isolated to retain spillage.
The plant switchyard area and areas around the equipment shall be
surfaced with crushed stone. Other areas of the plant not
receiving paving or crushed stone shall be finish graded and
seeded as specified in Exhibit B.
Fencing shall be installed around the plant proper main step-up
transformers and the switchyard. The fence for the plant proper
shall have one motor operated main gate and one secondary gate.
The switchyard shall have three vehicle access gates.
During construction activities the Contractor shall comply with
the mitigation measures as outlined in the environmental permits
for this project.
The project work scope does not include wetlands delineation or
mitigation. All wetlands delineation and mitigation will be the
Owner's responsibility. Contractor's work scope does not include
the salvage, relocation, or replanting of any trees.
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3.23 STRUCTURAL/ARCHITECTURAL
3.23.1 FOUNDATIONS
For purposes of preliminary design, the foundation design as
recommended in the Preliminary Soils Survey, Attachment VI, shall
be utilized. The Contractor shall obtain a final geotechnical
report from a qualified firm for the designing of foundations.
Outdoor equipment and structural steel foundations shall be a
minimum of 1 foot above finished grade. Equipment installed
indoors shall be set on equipment pads or foundations which are a
minimum of 6 inches above the finished floor elevation.
The gas turbines shall be installed on reinforced concrete
pedestals or foundations isolated from other structures or
foundations.
3.23.2 BUILDINGS AND STRUCTURES
A building enclosing the following areas shall be provided for the
facility:
o Control Room, Switchgear, Offices, Maintenance and
Warehouse Areas
o Firewater and Water Pump Building(s)
o Continuous Emissions Monitoring Building(s)
o 4160/480 Switchgear Building(s)
The Control Area shall contain areas for 480 V switchgear, and
motor control centers, UPS battery system, and control room.
The Maintenance and Office Areas shall contain the main entrance
vestibule, offices, restrooms/locker rooms, conference/lunchroom,
electrical/instrument shop, general storage warehouse, mechanical
equipment room, storage and maintenance workshop area, and
janitor's closet.
The Contractor shall design the maintenance, office, warehouse,
control and switchgear areas of the plant to provide the following
areas as a minimum:
<TABLE>
<CAPTION>
AREA/ROOMS MINIMUM SIZE/FT2
---------- ----------------
<S> <C>
One office 190
Four offices 120 (ea)
Administrative Area Conference Room 200
Administrative Assistant Area 100
Entry/Reception Area 150
Library 120
Office Area Storage Room 75
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Janitor's Closet 40
Employee Lunch/Conference Room 250
Men's Locker Room/Restroom 250
Women's Locker Room/Restroom 175
Electrical/I & C Shop 300
Maintenance Shop 2800
Warehouse 1500
Control Room By Contractor
Electrical Equipment Room By Contractor
Battery Room By Contractor
Mechanical Equipment Room By Contractor
</TABLE>
A preliminary building layout is included in Attachment V to
indicate the conceptual layout of the building. The Contractor
shall develop a final building layout during detail design. The
final building layout shall be acceptable to the Owner.
In addition to the main building, the following special purpose
buildings shall be provided:
o The location and number of pump buildings and the location
of pumps shall be finalized by the Contractor during the
Contractor's detail design.
o A CEM building(s) shall enclose the Continuous Emissions
Monitoring equipment.
o Any additional buildings required by Contractor's design.
3.23.3 ARCHITECTURE
The architectural design shall be based on the aesthetic
requirements, the functional building and spatial requirements,
and the provision for low maintenance materials which are
compatible with the Project and desired aesthetic treatment.
A preliminary layout of the buildings is shown in the Plot Plan.
The Contractor shall generally follow the arrangement shown. The
Contractor may offer alternate arrangements based on the actual
equipment offered and based on the Contractor's experience.
All buildings shall be steel framed or pre-engineered metal
structures with insulated metal siding and roofing. Masonry
buildings with steel truss roofs will be considered as an
alternative.
3.23.3.1 SIGNAGE AND FLAGPOLES
Signs and graphic designs for identification and directions shall
be incorporated into the finishing of spaces. Signage shall be
employed for safety, ease of
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operation and direction. The signage system utilized shall provide
simple and direct indications using both graphics and text.
A lighted sign shall be installed at the main entrance gate to the
facility. The sign shall be a minimum of 5' x 10'. An aluminum
flagpole shall be installed on the front lawn of the office
facility. All signage shall be subject to Owner approval.
3.24 INTERCONNECTIONS
Contractor shall provide the following interconnections. Points
will be located as shown on the Site Interconnection Drawing in
Exhibit B, Attachment I. Contractor shall be responsible for
coordinating interconnection design and construction as required
for proper tie-in suitable to Owner and affected parties. The
Contractor is responsible for determining actual distances
required.
o Natural Gas - Provide a tie-in to the Transco pipeline at
the southern portion of the site.
o Waste Water - Provide a discharge from the
sampling/metering structure to Hilly Mill Creek as shown on
Attachment I of Exhibit B.
o Storm Water - Provide a discharge from the biofiltration
swale to Hilly Mill Creek as shown on Attachment I of
Exhibit B.
o City Water - Provide a tie-in to the Heard County, Georgia
water main on Attachment I of Exhibit B.
o Electrical - Provide an electrical tie-in point at the high
side bushings of the main step-up transformers for the 500
kV system. Provide two 480 V power supplies to the
switchyard control building.
o Control Signals - Provide cabling from plant control room
to the switchyard control building for relay signals,
monitoring switchyard meters and circuit breaker positions
and from the control room to the gas meter signal receiver
(located on the plant site).
o Telephone - Provide suitable raceway from telecommunication
closet to the telephone company tie-in location. The
telephone company will install telephone company owned
circuits into the telecommunications closet.
3.25 NOISE CONTROL
The Plant shall be designed to comply with a 58 dBA far field
sound level limitation at 1200 feet. Sound level limitations are
exclusive of startup, shutdown, transients and off normal
operating conditions. The noise levels shall be met and guaranteed
with the plant equipment including building ventilation systems in
normal operation.
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Plant equipment shall be designed for sound levels not to exceed
90 dBA measured at three feet from the equipment or equipment
enclosure, exclusive of startup, shutdown, transients and off
normal operating conditions and sound emissions attributable from
the combustion turbine exhaust. The combustion turbine/generator
equipment will be furnished by General Electric with near field
noise levels in accordance with Exhibit H.
Noise control during construction shall include limiting noise
levels produced by construction equipment and restricting
construction activities at night.
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT A
ATTACHMENT I
SITE LOCATION
The following is a description of the information which cannot be submitted
electronically:
MAP OF TENASKA GEORGIA GENERATION FACILITY SITE LOCATION
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT A
ATTACHMENT II
PRELIMINARY WATER BALANCE &
PRELIMINARY WATER ANALYSIS
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT A
ATTACHMENT III
PRELIMINARY SERVICES BUILDING ARRANGEMENT
The following is a description of the information which cannot be submitted
electronically:
DRAWING OF TENASKA GENERATION PROJECT ADMINISTRATION/MAINTENANCE WAREHOUSE
BUILDING
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT A
ATTACHMENT IV
PRELIMINARY GEOTECH REPORT
The following is a description of the information which cannot be submitted
electronically:
PRELIMINARY GEOTECHNICAL EVALUATION OF THE HEARD COUNTY GEORGIA POWER GENERATION
FACILITY IN HEARD COUNTY, GEORGIA PREPARED FOR TENASKA, INC. ON JUNE OF 1998 BY
EMCON - 18 PAGES
EMCON TOPOGRAPHIC/SITE LOCATION MAP - FIGURE 1 OF HEARD COUNTY POWER GENERATION
FACILITY
EMCON DRAWING OF BORING LOCATION PLAN - FIGURE 2
APPENDIX A - EMCON BORING LOGS - 19 PAGES
APPENDIX B - EMCON LABORATORY TEST RESULTS
A) GRADATION CURVE - 5 PAGES
B) MOISTURE-DENSITY RELATIONSHIP TEST - 2 PAGES
C) SOIL/WASTE ANALYSIS - 1 PAGE
<PAGE>
EXHIBIT A
LEGAL DESCRIPTION FOR TENASKA PLANT SITE
ALL THAT TRACT OR PARCEL OF LAND SITUATE, LYING AND BEING IN LAND LOT
237 OF THE THIRD LAND DISTRICT OF HEARD COUNTY, GEORGIA, AND BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE WESTERLY RIGHT OF WAY LINE OF JOE
STEPHENS ROAD (80 FOOT WIDTH) WITH THE SOUTHERLY RIGHT OF WAY LINE OF GEORGE
BROWN ROAD (PRESCRIPTIVE RIGHT OF WAY, 40 FEET, MORE OR LESS, IN WIDTH), SAID
POINT BEING THE POINT OF REFERENCE; THENCE ALONG THE SOUTHERLY RIGHT OF WAY LINE
OF GEORGE BROWN ROAD SOUTH 72 DEGREES 57 MINUTES 18 SECONDS WEST FOR A DISTANCE
OF 916.24 FEET TO A STEEL FENCE POST FLUSH WITH THE GROUND, SAID POINT BEING THE
POINT OF BEGINNING FOR THE HEREIN DESCRIBED PARCEL OF LAND. THENCE SOUTH 00
DEGREES 16 MINUTES 00 SECONDS WEST FOR A DISTANCE OF 902.40 FEET TO A STEEL
FENCE POST; THENCE SOUTH 02 DEGREES 39 MINUTES 49 SECONDS EAST FOR A DISTANCE OF
321.00 FEET TO A ONE INCH PIPE; THENCE SOUTH 00 DEGREES 34 MINUTES 44 SECONDS
EAST FOR A DISTANCE OF 802.62 FEET TO A ONE INCH PIPE; THENCE SOUTH 00 DEGREES
34 MINUTES 44 SECONDS EAST FOR A DISTANCE OF 291.17 FEET TO A POINT IN THE
CENTERLINE OF HILLY MILL CREEK; THENCE FOLLOWING THE COURSE OF THE CENTERLINE OF
HILLY MILL CREEK IN A WESTERLY DIRECTION, TRAVERSED AS FOLLOWS; NORTH 62 DEGREES
07 MINUTES 20 SECONDS WEST FOR A DISTANCE OF 98.34 FEET TO A POINT IN THE
CENTERLINE OF THE CREEK; THENCE SOUTH 20 DEGREES 00 MINUTES 44 SECONDS WEST FOR
A DISTANCE OF 136.80 FEET TO A POINT IN THE CENTERLINE OF THE CREEK; THENCE
NORTH 74 DEGREES 21 MINUTES 03 SECONDS WEST FOR A DISTANCE OF 223.86 FEET TO A
POINT AT THE CENTERLINE OF A GEORGIA POWER COMPANY TRANSMISSION LINE RIGHT OF
WAY (150 FOOT WIDTH); THENCE NORTH 74 DEGREES 21 MINUTES 03 SECONDS WEST FOR A
DISTANCE OF 36.90 FEET TO A POINT IN THE CENTERLINE OF THE CREEK; THENCE NORTH
47 DEGREES 24 MINUTES 20 SECONDS WEST FOR A DISTANCE OF 127.90 FEET TO A POINT
IN THE CENTERLINE OF THE CREEK; THENCE NORTH 79 DEGREES 16 MINUTES 25 SECONDS
WEST FOR A DISTANCE OF 274.76 FEET TO A POINT IN THE CENTERLINE OF THE CREEK;
THENCE NORTH 54 DEGREES 59 MINUTES 10 SECONDS WEST FOR A DISTANCE OF 188.31 FEET
TO A POINT IN THE CENTERLINE OF THE CREEK; THENCE LEAVING THE CENTERLINE OF THE
CREEK NORTH 27 DEGREES 08 MINUTES 04 SECONDS WEST FOR A DISTANCE OF 142.40 FEET
TO A POINT; THENCE NORTH 76 DEGREES 02 MINUTES 42 SECONDS WEST FOR A DISTANCE OF
170.99 FEET TO A POINT; THENCE NORTH 54 DEGREES 14 MINUTES 27 SECONDS WEST FOR A
DISTANCE OF 280.96 FEET TO A POINT; THENCE NORTH 66 DEGREES 49 MINUTES 01
SECONDS WEST FOR A DISTANCE OF 101.90 FEET TO A POINT; THENCE SOUTH 55 DEGREES
21 MINUTES 00 SECONDS WEST FOR A DISTANCE OF 162.95 FEET TO A POINT; THENCE
NORTH 81 DEGREES
<PAGE>
39 MINUTES 29 SECONDS WEST FOR A DISTANCE OF 406.05 FEET TO A POINT; THENCE
NORTH 30 DEGREES 16 MINUTES 39 SECONDS WEST FOR A DISTANCE OF 496.12 FEET TO AN
INTERSECTION OF SAID LINE WITH THE CENTERLINE OF AN UNNAMED CREEK FROM THE
NORTHEAST; THENCE FOLLOWING THE CENTERLINE OF SAID UNNAMED CREEK TO THE
NORTHEAST, TRAVERSED AS FOLLOWS; NORTH 67 DEGREES 00 MINUTES 13 SECONDS EAST FOR
A DISTANCE OF 336.28 FEET TO A POINT IN THE CENTERLINE OF THE CREEK; THENCE
NORTH 64 DEGREES 26 MINUTES 52 SECONDS EAST FOR A DISTANCE OF 296.07 FEET TO A
POINT IN THE CENTERLINE OF THE CREEK; THENCE NORTH 53 DEGREES 40 MINUTES 03
SECONDS EAST FOR A DISTANCE OF 67.68 FEET TO A POINT IN THE CENTERLINE OF THE
CREEK; THENCE NORTH 16 DEGREES 14 MINUTES 29 SECONDS EAST FOR A DISTANCE OF
228.26 FEET TO A POINT IN THE CENTERLINE OF THE CREEK; THENCE NORTH 22 DEGREES
18 MINUTES 47 SECONDS EAST FOR A DISTANCE OF 241.49 FEET TO A POINT IN THE
CENTERLINE OF THE CREEK; THENCE NORTH 06 DEGREES 14 MINUTES 09 SECONDS EAST FOR
A DISTANCE OF 71.42 FEET TO A POINT IN THE CENTERLINE OF THE CREEK; THENCE NORTH
78 DEGREES 23 MINUTES 44 SECONDS EAST FOR A DISTANCE OF 307.88 FEET TO A POINT
IN THE CENTERLINE OF THE CREEK; THENCE NORTH 47 DEGREES 11 MINUTES 56 SECONDS
EAST FOR A DISTANCE OF 157.63 FEET TO A POINT IN THE CENTERLINE OF THE CREEK;
THENCE NORTH 26 DEGREES 01 MINUTES 20 SECONDS EAST FOR A DISTANCE OF 111.97 FEET
TO A POINT IN THE CENTERLINE OF THE CREEK; THENCE NORTH 54 DEGREES 06 MINUTES 33
SECONDS EAST FOR A DISTANCE OF 128.35 FEET TO A POINT IN THE CENTERLINE OF THE
CREEK; THENCE NORTH 07 DEGREES 03 MINUTES 45 SECONDS EAST FOR A DISTANCE OF
34.61 FEET TO A POINT IN THE CENTERLINE OF THE CREEK; THENCE LEAVING THE CREEK
SOUTH 89 DEGREES 40 MINUTES 10 SECONDS EAST FOR A DISTANCE OF 290.53 FEET TO
POINT AT THE CENTERLINE OF A GEORGIA POWER COMPANY TRANSMISSION LINE EASEMENT
(150 FOOT WIDTH); THENCE SOUTH 89 DEGREES 40 MINUTES 10 SECONDS EAST FOR A
DISTANCE OF 177.44 FEET TO A 12 INCH DIAMETER WOOD POST; THENCE NORTH 71 DEGREES
45 MINUTES 00 SECONDS EAST FOR A DISTANCE OF 405.46 FEET TO A STEEL FENCE POST
FLUSH WITH THE GROUND; SAID POINT BEING THE POINT OF BEGINNING.
SAID PARCEL CONTAINS 73.53 ACRES OF LAND, AND IS MORE PARTICULARLY SHOWN AS
TRACT "A" ON SHEET 1 OF 2 OF THAT CERTAIN ALTA/ACSM LAND TITLE SURVEY FOR
TENASKA, INC., FIRST AMERICAN TITLE INSURANCE COMPANY AND OTHER PARTIES TO BE
NAMED, PREPARED BY DONALDSON, GARRET & ASSOCIATES, INC., MACON, GEORGIA, DATED
APRIL 3, 1998.
<PAGE>
The following is a description of information which cannot be submitted
electronically:
TOPO MAP OF TENASKA GEORGIA GENERATION FACILITY SITE PLAN
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT A
ATTACHMENT V
SITE LEGAL DESCRIPTION AND TOPO MAP
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT A
ATTACHMENT VI
NOT USED
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT B
SCOPE OF WORK
<PAGE>
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EPC - Exhibit B
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TENASKA GEORGIA GENERATION PROJECT Page 1 of 132
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<TABLE>
TABLE OF CONTENTS
<S> <C> <C>
1.0 SCOPE OF WORK.....................................................................................2
1.1 Introduction..................................................................................2
1.2 Engineering and Design........................................................................4
1.3 Construction, Erection and Commissioning.....................................................10
1.4 Project Management...........................................................................15
2.0 TECHNICAL REQUIREMENTS AND SPECIFICATIONS........................................................16
2.1 General......................................................................................16
2.2 Civil........................................................................................18
2.3 Structural...................................................................................28
2.4 Architectural................................................................................40
2.5 Mechanical...................................................................................46
2.6 Electrical...................................................................................84
2.7 Instrumentation and Control.................................................................113
</TABLE>
ATTACHMENTS
Attachment I - Design Guide Drawings
Attachment II - Redacted Electric Utility Interconnection Agreement
Attachment III - Not Used
Attachment IV - Redacted Power Purchase Agreement
Attachment V - Control System Configuration Black Diagram
Attachment VI - Extended Warranty Equipment List
<PAGE>
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1.0 SCOPE OF WORK
1.1 INTRODUCTION
The Contractor shall be responsible for the design,
engineering, equipment and materials procurement,
construction, commissioning, start-up, and testing of the
plant. The scope of work shall include all tasks necessary to
provide to the Owner with a complete and functional facility
in conformance with the performance parameters indicated in
this document and acceptable to the Owner. The design guide
drawings included in Attachment I shall be used as a guide.
They may be modified by the Contractor as his design requires,
subject to approval of the Owner.
The engineering, procurement and construction services to be
performed by the Contractor shall include, but not be limited
to, the following:
- Review of and compliance with local, state and
federal codes, regulations and standards
- Coordinate with the appropriate regulatory officials
for design submittals and interpretation of codes,
regulations, and standards
- Obtain all building, construction and occupancy
permits
- Prepare and issue plot plans and general arrangement
drawings
- Prepare and issue energy and mass balances
- Prepare and issue P&IDs
- Prepare and issue electrical one-lines
- Prepare and issue plant control system block diagrams
- Provide schedule for use by Owner in developing
overall project schedule
- Provide written facility description and system
descriptions
- Prepare and issue equipment list
- Conduct final soils investigations
- Develop civil and structural design criteria based
upon geotechnical program
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- Prepare engineering analysis and calculations by
discipline (mechanical, project, electrical,
civil/structural and instrumentation)
- Prepare equipment and material specifications
- Prepare construction drawings
- Procure and install all equipment and material
between the tie-in points necessary for a complete
generation facility
- Prepare requisitions for equipment and material,
review bids and issue purchase orders for equipment
and materials, except for the combustion
turbine-generators
- Provide technical personnel for interface during
field construction, checkout and start-up
- Process and review vendor drawings and maintain a
vendor document control system
- Provide support to construction contractors as
required during construction
- Provide start-up and checkout services and
supervision as required, supplemented as necessary by
vendor personnel
- Provide system descriptions and class room training
support by the project mechanical engineer and the
project electrical/control engineer for a period of
two weeks each for the Owner's operator training
program for up to ten (10)operators
- Provide 10 sets of Operating and Maintenance manuals
in English and U.S. units for all equipment
- Provide Plant Startup Procedures
- Publish monthly progress report for Owner review
- Expedite vendors as required to maintain project
schedule
- Specify and conduct performance test(s)
- Participate in monthly project meeting conducted by
Owner
- Maintain detailed drawing schedules and overall
project schedules
- Provide quality control and quality assurance
programs
<PAGE>
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1.2 ENGINEERING AND DESIGN
1.2.1 General Requirements
The Contractor shall be responsible for providing all
engineering and design services required for the
construction of the generation facility. Detail
engineering shall include the preparation of
equipment and material specifications, construction
drawings based on calculations, studies and vendor
information, and final as-built drawings.
The Contractor shall review and comply with all
applicable local, state and federal codes,
regulations and standards. Coordination with the
appropriate regulatory officials shall be the
Contractor's responsibility.
The engineering and design shall assure that all
equipment and systems fit and work together as
integrated systems and that the design and
installation are compatible with systems provided by
others such that their function, operation, safety
and performance are not impaired.
The Contractor shall keep one (1) copy of all
drawings, specifications, amendments, O&M manuals,
and other pertinent data at the jobsite and engineers
office, which shall be kept in good order and
available for use by the Owner.
All Contractor specifications and design and
construction drawings shall be stamped and signed by
a professional engineer registered in the State of
Georgia.
The Contractor shall prepare and maintain, on a
current basis, drawing and specification lists,
engineering and design schedule, and purchasing and
delivery schedules to help monitor and expedite the
progress of the work. The engineering/design and
purchase/delivery schedules shall be prepared using
the critical path method (CPM) scheduling technique
and shall be coordinated with the Contractor's
construction schedule.
The Contractor shall prepare and maintain complete
plot plans, underground utility plans and plant
general arrangement drawings showing the exact
location and elevation of the equipment, apparatus,
roadways, access/maintenance aisles, platforms,
walkways, stairs, etc. These drawings will be updated
to agree with the final equipment outline drawings as
they become available from the vendors.
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1.2.2 Civil Work
The Contractor shall be responsible for the full
development of the civil engineering and design for
the facility. This shall include, but not be limited
to, the preparation of calculations, drawings and
specifications for the following:
- Site layout and arrangement
- Site preparation, clearing and grubbing
- Grading, excavation and backfill
- Erosion and sedimentation control
- Surface and underground drainage systems
- Roadways, parking and walkways
- Site security, fencing and gates
- Oil and chemical spill containment
- All underground utilities and yard piping
The Contractor shall prepare specifications for final
soils exploration and site survey as required for the
engineering and design of the foundations for
buildings, auxiliary structures, and equipment and
preparation of site work drawings.
1.2.3 Structural Work
The Contractor shall be responsible for the full
development of the structural engineering and design
including preparation of calculations, drawings and
specifications for all equipment and building
foundations, sub-structures, slabs and pedestals;
plant buildings including structural steel and floor
systems; and steel structures including equipment
supports, pipe racks, platforms, stairways and
handrails.
1.2.4 Architectural Work
The Contractor shall be responsible for the full
development of the architectural design. The
architectural design and specifications shall include
all power plant buildings, including roofing systems,
wall systems, interior and exterior finishes, finish
and hardware schedules, window and doors, and
architectural materials.
The design of the Facility shall include the fire
protection provisions as specified in Exhibit A.
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Materials shall be selected and design criteria
developed based on aesthetics, durability and ease of
maintenance. Finish materials and colors shall be
approved by the Owner. Finish and color schedules
shall include, but not be limited to, the following:
- All areas including floor, base, walls and
ceilings
- Handrails
- Doors
- Windows and glazing
- Cabinets and countertops
- Lockers
- Toilet partitions and accessories
- Equipment and piping
1.2.5 Mechanical WorkERROR! BOOKMARK NOT DEFINED.
The Contractor shall be responsible for the full
development of the mechanical engineering and design.
The mechanical design shall include, but not be
limited to, the following:
- Preparation of piping and instrument
diagrams (P&ID's) for each piping system
indicating all equipment tag numbers, line
sizing, valving, specialties, flow elements
and instrumentation.
- Design of piping systems included in the
scope of supply. Preparation of piping
drawings as necessary to establish
clearances and locate pipeline connections
to major components of equipment as well as
to evaluate location of any supports.
Preparation of stress, vibration, pulsation
and flexibility analysis as required. Piping
drawings shall locate required valves,
fittings, specialties and connections.
Drawings shall be suitable for general pipe
fabrication and erection. Pipe support and
pipe hanger drawings shall be provided as
necessary for construction.
- Specifications and lists of necessary
valves, piping materials, specialties and
miscellaneous items.
- Specification requirements for heat
insulation and freeze protection and
covering both for heat retention and
personnel protection. These
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specifications shall define materials,
thicknesses and type of finish and
jacket materials.
- Preparation of heating, ventilation, and air
conditioning equipment schedules and
installation drawings.
- Preparation of lists of mechanical
equipment, lubricants, spare parts, and
chemicals as specified by equipment vendors.
All lube oils for the gas turbine lube oil
systems shall meet the turbine
manufacturer's requirements.
- Preparation of plumbing plans and details.
- Preparation of facility general arrangement
drawings showing equipment location, access
for maintenance, repair and removal, and
administration/maintenance area
arrangements.
- Preparation of mass and energy balance
diagrams for the entire operating range of
the equipment being supplied. The diagrams
shall be updated as design progresses to use
actual turbine data, etc.
1.2.6 Electrical Work
The Contractor shall be responsible for the full
development of the electrical engineering and design.
The electrical design, as a minimum, shall include
the following:
- Preparation of detailed one-line diagrams,
illustrating major power equipment and power
circuitry. These drawings shall also
indicate the ratings of the major electrical
apparatus as well as indicate the
instrumentation and protective relaying
functions and cable size and numbers being
provided.
- Development of arrangement drawings locating
the electrical apparatus. This design effort
shall consider access for the installation
of the equipment. These drawings shall be
utilized in defining the configuration of
the electrical equipment, determining
material lengths and fittings, etc.
- Preparation of conduit and cable schedules
for the interconnecting power, control and
instrumentation cables. These lists shall
define terminating points, sizes and types
of cables, lengths, routing, and, where
applicable, color coding.
- Preparation of installation drawings for the
electrical equipment and associated
interconnecting cables. Such drawings shall
define conduit routing, cable tray routing,
duct bank routing, grounding, manhole,
<PAGE>
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pullboxes and other details as necessary to
guide the installation effort and determine
the installation material requirements.
- Preparation of specifications required for
the installation of equipment and materials.
- Preparation of drawings for lighting within
the scope of this contract. These drawings
shall indicate the approximate location and
types of lighting fixtures. They shall
consist of wiring diagrams, schedules,
plans, sections and lists, providing for all
the associated switches, conduit and wiring.
- Preparation of electrical equipment, motor
and electrical load lists.
- Preparation of termination, elementary and
interconnection drawings.
- Preparation of three-line diagrams of
3-phase electrical systems showing all
relaying, metering and synchronizing
connections down through 4.16 kV
transformers.
- Preparation of grounding drawings showing
grounding method and connections to
equipment and structures.
- Preparation of cathodic protection drawings
showing electrical connection diagrams and
locations of equipment and materials.
- Perform the required basic electrical
studies such as short circuit, voltage drop,
relay coordination, grounding, load flow and
motor starting.
- Preparation of lightning protection system
design.
- Design of plant security and communication
system.
- Design of the uninterruptible power supply
(UPS) and DC systems.
1.2.7 Instrumentation and Control
The Contractor shall be responsible for the full
development of the instrumentation and control (I&C)
engineering and design. The I&C design shall include,
but not be limited to, the following:
- Preparation of specifications for the
procurement and installation of instruments,
control systems, PCS, CEM system, control
valves and control panels
- Preparation of instrument list with
instrument tag numbers, service,
manufacturer, model number, location, set
points, etc.
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- Preparation of logic diagrams and control
loop diagrams per ISA Standards
- Instrument installation details
- Preparation of detailed block diagrams
illustrating the major components of the
plant control system (PCS). All CRT display
screens shall be included.
- Preparation of the control room arrangement
drawing showing arrangement of PCS consoles,
printers, and auxiliary control
panels/consoles.
- CRT graphic display sketches and I/O list
for the PCS
1.2.8 Drawings
The Contractor shall prepare all drawings required
for procurement of equipment and materials, for
construction of the facility, and for obtaining the
required construction and building permits. The
drawings shall show complete details of all
components and types and location of all materials
and equipment.
The Contractor shall prepare, and maintain up to
date, a master drawing list of all drawings, both
design and vendor, for the project.
The Contractor shall review and approve all vendor
documents including outline drawings, diagrams, shop
drawings, inspection and test procedures, samples and
other vendor submissions for conformance with the
design concepts and quality levels of the plant and
for compliance and consistency with the Contractor's
engineering calculations, drawings, and
specifications.
The Contractor shall furnish to Owner three (3)
copies of each drawing, including vendor drawings, in
accordance with Exhibit L.
Upon completion of the work, Contractor shall update
all approved working drawings, so that they show the
final installation (as built) complete in all
respects, and shall provide Owner with one (1) set of
full size reproducibles on 3-mil Mylar base, bond
paper, or similar material, with matte finish on both
sides and on computer disk (CD) one (1) set of final
CADD drawings if available to the Contractor. Certain
vendor documents and catalog type cut sheets need not
be submitted on Mylar or as CADD files. All drawings,
drawing notes, design data, and calculations, etc.
shall be in English and use the units of weights and
measures commonly employed by engineers in the United
States.
Owner shall be allowed 8 business days for review of
drawings, equipment specifications, etc. without
compromising project schedule.
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Approval or failure to approve and/or comment by
Owner on any of the Contractor drawings, drawing
notes, design data, and calculations, etc. will not
relieve and shall not waive any of Contractor rights,
obligations, duties, and responsibilities under the
terms of the contract or applicable law.
1.2.9 Specifications and Procurement
The Contractor shall prepare specifications for the
procurement of all equipment and materials required
for the project, except for the gas turbine
generators. The Owner will purchase the gas turbine
generators and assign the Owner's Purchase Agreement
to the Contractor.
The Contractor shall obtain equipment and materials
from suppliers acceptable to the Owner. Contractor
may submit non-pre-approved suppliers to the Owner
for review and approval. Where vendor engineering is
used, the Contractor is responsible for all aspects
of the vendor's design.
The Contractor shall furnish copies of the technical
portions of all Purchase Orders for equipment and
materials.
The Contractor shall monitor and expedite the
submittal of vendor documents and delivery of
equipment and material to maintain the Project
Schedule.
The Contractor shall conduct shop inspections and
witness shop tests on selected equipment including,
but not limited to, turbine generators, switchgear,
PCS, and unit substations. The Owner shall have the
right to inspect or witness the inspection of any
equipment, materials, test, etc. The witnessing or
inspection by the Owner does not in any way relieve
the Contractor of his obligations.
1.3 CONSTRUCTION, ERECTION AND COMMISSIONING
1.3.1 General RequirementsERROR! BOOKMARK NOT DEFINED.
The construction, erection and commissioning services
shall consist of necessary management, materials,
technical advisory services, supervision, labor and
construction aids to install and make ready for
turnover all the equipment and materials being
provided in this project.
The Contractor shall maintain a quality control
program which provides that the engineering,
manufacture, fabrication and construction are
controlled at all points required to provide a
facility meeting the requirements of the project.
1.3.2 General Field ServicesERROR! BOOKMARK NOT DEFINED.
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- The Contractor shall provide construction
management for the overall plant site
construction and scheduling.
- The Contractor shall provide surveying as
necessary to construct the project.
- The Contractor shall be responsible for the
overall plant site construction and
scheduling, and shall coordinate
construction activities with the switchyard
and gas pipeline contractors.
- The Contractor shall prepare and maintain,
on a current basis, a detailed construction
schedule using the critical path method
(CPM) scheduling technique.
- The Contractor shall be responsible for
loading all equipment and materials included
in its scope, onto suitable conveyances and
transporting the equipment to the work site
as well as unloading, sorting, inspecting,
storing and cataloging of all received
items. The Contractor shall receive
equipment delivered to local rail sidings,
such as the combustion turbine-generators
and transport the equipment to the work
site. The Owner will provide a ten (10) acre
site near the plant site for the
Contractor's use for temporary laydown and
storage.
- The Contractor shall store all materials and
equipment normally requiring protection on
arrival at the site under weatherproof
coverings and will protect the materials
from injury during construction until
Commercial Operation.
- The Contractor shall provide temporary
office space, warehouse, sanitation,
heating, telephone, site security, staff
accommodations and housing and tool room
facilities and supplies as required for the
performance of the field services included
in its scope of supply.
- The Contractor shall provide the necessary
temporary distribution system for utilities
such as water, electric lighting, electric
power, fire protection, and sanitary
facilities.
- The Contractor shall provide all necessary
erection aids including cranes, scaffolding,
tools, consumable supplies and expendable
devices as required for the scope of work.
- The Contractor shall conduct welder's
qualification tests, as required, to meet
the appropriate welding code standards
stipulated herein.
- The Contractor shall be responsible for the
clean-up, removal, and disposal of trash,
litter, garbage, and for the restoration of
all above areas used during the course of
this contract.
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- The Contractor shall be responsible for
compliance with all federal, state and local
ordinances including noise and stormwater
runoff regulations.
- The Contractor shall obtain and pay for all
building permits, fees, and inspections
required by federal, state, and city or
local authorities.
1.3.3 Equipment Related Erection Services
- The Contractor shall unpack, uncrate, and
place on foundations, all of the equipment
furnished as part of the EPC Agreement.
- The Contractor shall assemble and align, at
the job site, all the equipment and
materials included in this offering. Piping
materials and insulation, electrical
conduit, wires and cable shall be assembled
and connected as described on the
construction drawings.
- The Contractor shall provide touch-up
painting of equipment shipped already
finished painted, where required, in
accordance with its painting system and
shall prime and finish painting all other
plant equipment and materials.
- The Contractor shall provide technical
advisory personnel for the erection of the
power plant, its appurtenances, and other
equipment as required.
1.3.4 Procurement and Construction Services
1.3.4.1 Civil/Structural/Architectural
- The Contractor shall supply and
erect all structural supports for
platforms, ladders, stairs and
railings for this equipment.
- The Contractor shall supply and
install the foundation embedded
materials such as anchor bolts,
baseplates, anchoring devices and
conduits.
1.3.4.2 Mechanical
- The Contractor shall supply and
install all piping systems and
equipment.
- The Contractor shall supply and
install all HVAC systems and
equipment.
- The Contractor shall supply and
install all rotating equipment
required for the plant.
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- The Contractor shall supply and
install all process related
equipment and materials.
- The Contractor shall supply and
install all auxiliary and
miscellaneous equipment and
materials.
1.3.4.3 Electrical/Instrumentation and Control
- The Contractor shall supply and
install all electrical equipment
such as HV and LV transformers,
switchgear, control panels,
breakers, and all auxiliary
equipment.
- The Contractor shall supply and
install all PCS equipment such as
computers, CRT terminals, printers,
data highway, local PCS drops
(remote I/O cabinets) and all
auxiliary equipment.
- The Contractor shall supply and
install all conduit, cable trays,
wiring and cables.
- The Contractor shall supply and
install all lighting switches,
controls, and lighting fixtures and
supports.
- The Contractor shall supply and
install all electrical grounding
within the plant. Grounding in the
switchyard will be by others.
- The Contractor shall supply and
install all electrical measuring,
metering, controlling interlock and
warning system within the plant.
- The Contractor shall supply and
install all auxiliary equipment or
accessories incidental to the safe
and efficient operation of all major
equipment supplied under the EPC
Agreement.
1.3.4.4 Commissioning Services
Upon completion of the erection of the
equipment:
- The Contractor shall develop
detailed startup procedures.
- The Contractor shall perform a
checkout of the complete
installation.
- The Contractor shall provide for
start-up and testing of equipment
and systems included in this
project.
- The Contractor shall complete the
as-built drawings.
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- The Contractor shall provide the
project mechanical engineer and the
project electrical/control engineer
for a period of two weeks each to
support the Owner's classroom
training of the Owner's operating
personnel in the operation of the
plant. The engineer shall cover
system overviews, design and
control philosophy, system
limitations, and performance
optimization.
- The Contractor shall dispose of
flushing, testing, and cleaning
media in a manner acceptable to
Owner and local authorities.
1.3.4.5 General
The Contractor shall provide:
- On-site Construction Management
Team
- Field Quality Control and Testing
- Concrete
- Soil compaction, moisture
control
- Weld inspection; visual,
penetrant, X-ray, sonic
testing, magnetic
penetrant, etc.
- Weld preheat and stress
relieving
- Visual inspection for HV
electrical connections
(including stress cones)
and LV connections for
frayed wires and loose
terminations
- Cleaning, and disposal
(chemical or otherwise)
- Electrical
Pre-Commissioning Testing
- Instrumentation
calibrating
- Field safety program
- Receipt and control of Owner
furnished spare parts, and all
equipment and materials furnished
and installed under the EPC
Agreement
- Checkout and start-up
- Scheduling (weekly look-ahead,
monthly and total project CPM)
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- Monthly project meeting with Owner
- Normal painting and touch up of
equipment, steel, pipe, tanks, etc.
- Constructibility reviews during
design phase
- Establish Field Procedures
- Provide support for performance
test(s)
1.4 PROJECT MANAGEMENT
The management of the project will be under the direction of
the Contractor's project manager who will be in charge of all
aspects of the project. He will be in direct contact with
Owner's designated representative and will report to the
Contractor's corporate management. His responsibility and
authority for the project will be limited only by terms of the
contract, by company policies, and by directives from
management. The principal functions of the project manager
throughout the course of the project can be summarized as
follows:
- Organize the project work; select and assign
qualified staff; delegate responsibility and
authority to key staff; establish effective working
relationships within the project group, the vendors,
construction contractor(s), and with Owner's
designated project manager.
- Plan the work so it can be effectively accomplished
by the project staff in accordance with a clearly
defined scope of work and overall schedule.
- Supervise project activities and ensure close contact
is maintained with the Owner, that departments
providing support services have all necessary
relevant information and that effective project wide
communications are established.
- Provide the overall project management to direct the
engineering, procurement and other services through
project completion and start-up of the facilities.
- Publish a monthly progress report for Owner's review.
- Coordinate project administrative activities.
<PAGE>
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2.0 TECHNICAL REQUIREMENTS AND SPECIFICATIONS
2.1 GENERAL
The Contractor shall furnish all engineering, procurement and
construction work, and all equipment, materials, tools and
other requirements necessary to provide a complete facility in
accordance with the requirements and scope of work as
described in the contract documents. The technical
requirements and specifications in this section describe the
design basis and minimum level of quality for equipment,
systems, materials and work.
The Contractor is encouraged to propose to the Owner any
deviations from these specifications which, in the opinion of
the Contractor, would improve the quality, appearance or
performance of the facility. The deviations from these
documents require written approval by the Owner.
All electrical equipment supplied shall bear the label of
Underwriters Laboratories, or equal, as approved by the Owner.
If such label is not available the equipment shall conform to
ANSI standards and be acceptable to the Owner.
It is the Contractor's responsibility that equipment and
materials furnished and the design and construction work be in
conformance with all applicable codes, regulations and
standards. If not otherwise specified in this document, the
following general codes and standards shall apply:
(a) Welding shall conform with American Welding Society
(AWS) requirements.
(b) Structural steel shall conform with American
Institute of Steel Construction (AISC) requirements.
(c) Concrete shall conform with American Concrete
Institute (ACI) requirements.
(d) Pressure vessels shall conform to ASME Pressure
Vessel Code.
(e) Federal Occupation Safety and Health Act of 1970
(OSHA) including all amendments and supplements and
State of Georgia Occupational Safety and Health
requirements.
(f) Domestic piping and plumbing shall conform with the
Standard Plumbing Code (SPC). (Note: local codes
which may supersede shall be used).
(g) Power piping shall conform with the Power Piping
Code, ASME B31.1.
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(i) Work which is within the scope of codes or standards
comprising the American National Standards Institute
(ANSI) shall conform to the minimum applicable
requirements of such codes or standards.
(j) Instrumentation, controls and related work shall
conform to the Instrument Society of America (ISA)
standards.
(k) Fire protection shall meet the recommendations of the
National Fire Protection Association (NFPA) and local
fire codes.
(l) Electrical power distribution, grounding and related
work shall conform to the National Electric Code
(NEC) and the National Electric Safety Code (NESC) or
any local codes.
<TABLE>
<S><C>
CODES AND STANDARDS LIST
Americans with Disabilities Act (ADA)
American Boiler Manufacturers Association (ABMA)
American Concrete Institute (ACI)
American Electrical Association (AEA)
American Gear Manufacturers Association (AGMA)
American Institute of Steel Construction (AISC)
American National Standards Institute (ANSI)
ANSI A58.1 Building Code Requirements for Minimum
Design Loads in Buildings & Other Structures
American Society of Civil Engineers (ASCE)
American Petroleum Institute (API)
American Society of Heating, Air Conditioning,
Refrigeration Engineers (ASHRAE)
American Society of Mechanical Engineers (ASME)
American Society of Testing and Materials (ASTM)
ASTM Annual Book of Standards
American Water Works Association (AWWA)
American Welding Society (AWS)
American National Standards Institute (ANSI)
Crane Manufacturers Association of America (CMAA)
Electrical Construction Materials List (ECML)
Factory Mutual Engineering Corp. (FM)
Heat Exchange Institute (HEI)
Hydraulics Institute (HI)
Illuminating Engineering Society (IES)
Institute of Electrical and Electronics Engineers (IEEE)
Instrument Society of America (ISA)
National Electric Code (NEC)
National Electric Safety Code (NESC)
National Electric Manufacturers Association (NEMA)
National Fire Protection Association (NFPA)
National Plumbing Code (NPC)
</TABLE>
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Occupational Safety and Health Administration (OSHA)
Steel Structures Painting Council (SSPC)
Tubular Exchangers Manufacturers Association (TEMA)
Underwriters Laboratory (UL)
Southern Building Code (SBCCI)
Standard Plumbing Code (SPC)
Standard Gas Code
Standard Mechanical Code
2.2 CIVIL
2.2.1 Site Clearing
The Contractor shall furnish all labor, materials,
tools, equipment and services for all site clearing,
tree protection and stripping of topsoil.
The Contractor shall clear from within the limits of
construction all shrubs, brush, downed timber, rotten
wood, heavy growth of grass and weeds, rubbish,
structures and debris. Stumps, roots, root mats, logs
and debris below the surface encountered within the
limits of construction shall be grubbed (removed) if
they are within areas to be paved or where fill is
less than 3 feet in depth. The Owner has arranged to
have a forest products company harvest the trees from
the plant site and leave a buffer zone of trees
around the plant.
The Contractor shall strip topsoil to whatever depths
encountered and in a manner to prevent intermingling
with underlying subsoils or objectionable materials.
Where trees are to remain stop topsoil stripping
sufficient distance from trees to prevent damage to
the main root system. The topsoil shall be stockpiled
on-site with the pile being constructed to freely
drain surface water. The stockpile shall be seeded,
covered, or have a silt fence installed around
perimeter.
The Contractor shall protect existing trees or other
vegetation to remain against damage. Do not smother
trees by stockpiling construction materials or
excavated materials within the dripline. Foot or
vehicular traffic or parking of vehicles within the
tree dripline shall be avoided. Temporary protection
shall be provided. All trees or vegetation damaged by
construction operations shall be repaired or
replaced.
All waste shall be removed from the site including
any rubble, discarded junk or other debris
encountered within the limits of construction.
Combustible materials shall not be burned or organic
matter buried on the site. On-site burning of cleared
vegetation is acceptable if done in compliance with
local codes and regulations.
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2.2.2 Earthwork
Furnish all labor, materials, tools, equipment, and
perform all work and services in connection with site
excavation and grading and excavation, filling and
compacting for structures:
2.2.2.1 Site Excavation and Grading
The work shall include all operations such
as excavation, borrow, construction of fills
and embankments, rough grading and disposal
of excess materials in connection with the
preparation of the site for construction of
the proposed facility.
The Contractor may use suitable on site
soils for back fill. Spoil material may be
disposed of on site. The borrow and spoil
areas shall be graded and seeded. The final
contours of the disturbed areas shall
conform to existing terrain and ensure
proper drainage.
Prior to starting fill operation, the ground
surface shall be scarified to a minimum
depth of 6 inches in all proposed
embankments and fill areas. Where the ground
surface is steeper than one vertical to four
horizontal, the ground surface shall be
plowed in a manner to bench and break up the
surface so that fill material will bind to
the existing surface.
Maintain existing utility lines (either
overhead or underground), sidewalks or
pavement, indicated on drawings, or as
specified. Repair any item, unknown or not,
that is inadvertently damaged, to original
condition. Protect and maintain benchmarks,
monuments or other established reference
points.
Shape and drain embankments and excavation
to protect rough grading during
construction. Maintain ditches and drains to
provide proper drainage at all times.
Protect graded areas against the action of
the elements and reestablish grade where
settlement or washing occurs. All work shall
be performed in accordance with an approved
erosion and sedimentation control plan.
The Contractor shall provide fill which is
free from roots, organic matter, trash,
frozen material, and stones having a maximum
dimension greater than 2 inches. Do not
place material in layers greater than 8
inches loose thickness unless the Contractor
demonstrates to the Owner that placement of
thicker layers will result in achieving the
specified compaction. All layers shall be
placed horizontally and compacted prior to
placing additional fill. The fill shall be
compacted by sheepsfoot, pneumatic roller,
vibrators or other equipment as required to
obtain the specified density. Control the
moisture for each layer necessary to meet
requirements of compaction.
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2.2.2.2 Excavation, Filling and Compaction for
Structures
In general, work includes, but is not
necessarily limited to, excavation for
structures and retaining walls, removal of
underground obstructions and undesirable
soils, fill, backfill, and subgrade
compaction.
Excavations shall be made to dimensions and
elevations as shown on Contractor design
plans and shall allow space as required for
construction operations and inspection of
foundations. The bottoms of excavations to
receive foundations, floor slabs, equipment
support pads or compacted fill shall be
leveled off. Remove loose materials and
bring excavations into satisfactory
condition to receive concrete or fill
materials.
Fill material, foundations, retaining wall
footings, floor slabs-on-grade, and
equipment support pads shall be placed as
soon as weather conditions permit after
excavation is completed and after forms and
reinforcing are placed. Before concrete or
fill material is placed, protect subgrades
from becoming loose, wet, frozen or soft due
to weather conditions, construction
operations or other reasons. Where
compacted, fill material must be placed to
bring subgrade elevations up to the
underside of construction. The existing
subgrade shall be scarified to a depth of 6
inches and compacted to the required
density.
Where groundwater is or is expected to be
encountered during excavation, install a
dewatering system to prevent softening and
disturbance of subgrade below foundations
and fill material, to allow foundations and
fill material to be placed in the dry, and
to maintain a stable excavation side slope.
Groundwater shall be maintained below the
bottom of any excavation. Review soils
investigation before beginning excavation
and determine where groundwater is likely to
be encountered during excavation. Keep
dewatering system in operation until dead
load of structure exceeds possible buoyant
uplift force on structure. Dispose of
groundwater to an area which will not
interfere with construction operations or
damage existing construction. Install
groundwater monitoring wells as necessary.
Shut off dewatering system at such a rate to
prevent a quick upsurge of water that might
weaken the subgrade.
If subgrade under foundations, fill
material, floor slabs-on-grade, or equipment
support pads is in a frozen, loose, wet, or
soft condition before construction is placed
thereon, remove frozen, loose, wet, or soft
material and replace with approved compacted
material. Provide compaction density of
replacement material required. Loose, wet,
or soft materials may be stabilized by a
compacted working mat of well graded crushed
stone. Compact the stone mat thoroughly into
subgrade to avoid future
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migration of fines into the stone voids.
Remove and replace frozen materials. Do
not place floor slabs-on-grade including
equipment support pads until piping has been
tested and reinforcement placement. Building
floor slabs-on-grade including equipment
support pads shall be installed in
accordance with ACI.
Shore, sheet pile, slope, or brace
excavations as required to prevent
collapsing. Remove shoring as backfilling
progresses but only when banks are stable
and safe from caving and collapse.
Control grading around structures so that
the ground is pitched to prevent water from
running into excavated areas or damaging
structures. Maintain excavations where
foundations, floor slabs, equipment support
pads or fill material are to be placed free
of water. Provide pumping as required to
keep excavated spaces clear of water during
construction. Provide free discharge of
water by trenches, pumps, wells, well
points, or other means as necessary and
drain to point of disposal that will not
damage existing or new construction or
interfere with construction operations.
Do not place foundations, slabs-on-grade,
equipment support pads, or fill material on
frozen ground. When freezing temperatures
may be expected, do not excavate to full
depth indicated unless foundations, floor
slabs, equipment support pads, or fill
material can be placed immediately after
excavation has been completed and approved.
Protect excavation from frost if placing of
concrete or fill is delayed.
A minimum of 6 inches of granular fill shall
be placed under building floor
slabs-on-grade. Also, a continuous vapor
barrier shall be installed as required under
building floor slabs-on grade.
Fill and backfill material shall be placed
in lifts as necessary to obtain the required
compaction density. Fill and backfill shall
not be placed when the subgrade is frozen,
wet, loose or soft. Compact material to
obtain the required compaction densities by
means of equipment of sufficient size and
type. Use hand-operated equipment for
filling and backfilling next to walls.
Vibratory equipment shall be used to compact
granular fill. Water shall not be used as a
means of compaction or consolidation.
2.2.2.3 Quality Assurance
The Contractor shall hire an independent
soils laboratory, acceptable to the Owner,
to conduct in-place moisture-density tests
for the work.
Compaction densities shall comply with the
following requirements:
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<TABLE>
<S> <C>
a. Site Work
Under Paved Areas,
Sidewalks and Piping:
- Cohesive Soils 95%, ASTM D1557 or D698
- Cohesionless Soils 75%, ASTM D4253 & D4254
Unpaved Areas:
- Cohesive Soils 85%, ASTM D1557 OR D698-
- Cohesionless Soils 60%, ASTM D4253 & D4254
b. Structures
Inside Structures 95%, ASTM D1557 or D698
Outside Structures 90%, ASTM D1557 or D698
next to walls, piers,
etc.
c. Special Areas
Outside Structures 95%, ASTM D1557 or D698
under foundations
Under Void Forms 85%, ASTM D1557 or D698
Granular Fill Under 75% relative,
slabs per ASTM D4253 & D4254
</TABLE>
2.2.3 Trenching, Backfilling and Compacting for Utilities
The Contractor shall furnish all labor, materials,
tools, equipment and services for the excavation,
trenching, backfilling and compacting for all
underground utilities.
Trenches shall be excavated by open cut method to the
depth required to accommodate the work. The
Contractor shall verify the location of all utilities
prior to excavation and shall comply with local rules
and regulations governing the respective utilities.
Open trenching outside of building, units or
structures generally shall be limited to 600 linear
feet or the distance between manholes, whichever is
less at any one time. Open trenching within buildings
shall be limited to no more than 100 linear feet at
any time.
Trenches shall be kept free of water.
Where allowed by the design and/or construction
sequence, the trenches shall not be backfilled more
than 6 inches above the utility until tests to be
performed on the system show that the system is in
compliance with the specified requirements. All
piping will be tested. The Contractor may test the
pipe at the
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Contractor's risk after backfill if required by the
design and/or construction sequence.
Backfill shall be placed in lifts not exceeding 8
inches in loose depth unless the Contractor
demonstrates to the Owner that placement of thicker
lifts will result in achieving the specified
compaction. The backfill shall be placed so pipe is
fully bedded without bridging or voids and compacted
to the required densities. Water flushing for
consolidation is not permitted.
Backfill shall be free of rock cobbles, roots, sod or
other organic matter and frozen material. The
moisture content at the time of placement shall be
within +3% of the optimum content in accordance with
ASTM D1557 or D698. Well-graded pea gravel or crushed
rock can be used for subgrade stabilization.
Compact all trench backfill in areas under paved
roads, parking areas, sidewalks and other structures
to at least 95% of maximum dry density per ASTM 1557
or D698. In locations where trenches will not be
under paved areas, the backfill shall be compacted to
a minimum of 85% of the maximum dry density per ASTM
1557 or D698.
The Contractor shall hire an independent soils
laboratory, acceptable to the Owner, to conduct
in-place, moisture-density tests for the work.
2.2.4 Top Soiling, Finish Grading and Seeding
The Contractor shall furnish all labor, materials,
tools, equipment and perform all work and services
for top soiling, finish grading and seeding.
Prior to top soiling and finish grading, all rough
graded areas shall be corrected, adjusted and/or
repaired. All mounds and ridges shall be cut off,
gullies and depressions filled and other necessary
repairs made.
The finished surface shall be free of stones,
sticks or other material 1 inch or more in any
dimension and shall be smooth and true to
required grades. The topsoil stockpile area shall
be restored to the condition of the rest of the
work. Finish grade tolerances shall be plus or
minus 0.1 foot from the required finish elevation.
After finish grading is completed the Contractor
shall seed all areas that were disturbed during
construction and which will not be paved or covered
with crushed rock. In general the work shall include
soil preparation, fertilizing, seeding, laying sod
and mulching. The seeding shall be in accordance with
local requirements and recommendations, including
watering to establish the growth.
<PAGE>
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2.2.5 Soil Erosion and Sedimentation Control
The Contractor shall provide a soil erosion and
sedimentation control plan design that complies with
local requirements. The approved system shall be
furnished, installed and maintained by the Contractor
through Commercial Operation of Phase II.
In addition to local requirements the system shall
comply with the "Standards and Specifications for
Soil Erosion and Sedimentation Control in Developing
Areas" by the U.S. Department of Agriculture, Soil
Conservation Service.
In accordance with the allowance of Section 1.2.1,
the Contractor shall complete the required
notification forms and assist the Owner in obtaining
the required stormwater NPDES permit for construction
of the facility from the Federal, state and local
agencies.
2.2.6 Chain Link Fence and Gates
The Contractor shall furnish and install all chain
link fence and gates required for the plant and
construction areas.
All fences, except for the switchyard and fencing
around the main step-up transformers, shall be 6 foot
high chain link with a 1 foot extension with 3
strands of barbed wire. Eight-foot fences with 3
strands of barbed wire shall enclose the switchyard
and main step-up transformers. Fence shall enclose
the plant so that access is prohibited without
passing through gates.
The fence surrounding the switchyard shall have at
least three 20-foot gates. The fence surrounding the
plant proper shall have one 35-foot main gate and one
20-foot secondary gate. The main gate shall be motor
operated by a card reader and shall have provisions
to be operated remotely from the control room. One
personnel gate and one 15- foot gate shall be
provided on each of the main step-up transformer
fenced areas.
Road sensors shall be provided such that as an
exiting vehicle approaches the main gate from inside
the plant, the gate shall automatically open.
The fencing and gates shall comply with the Chain
Link Manufacturers' Institute for "Galvanized Steel
Chain Link Fence Fabric and Accessories" and
applicable ASTM standards. All fencing fabric, posts,
braces, rails, gates, barbed wire and fittings shall
be hot dipped galvanized steel.
All posts shall be set in concrete footings. The
fencing shall be grounded per the electrical
requirements of this Exhibit.
2.2.7 Paving
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This specification sets forth the requirements for
all paving, both asphaltic and concrete, and curbs
and sidewalks for the project. The Contractor shall
furnish all labor, materials, tools, equipment, and
perform all work and services required in connection
with paving. All paved or curbed equipment areas
where oil or other chemicals could spill shall be
sloped and drained to the oily water separator and
kept separate from the storm drainage system.
Roadway pavement and subgrades designs shall be
reviewed and designed for appropriate load
requirements. Typically, the roadway pavement and
subgrading shall be designed for HS-20 loading.
Heavier loadings for cranes, stator transporter
trailers, etc. shall be considered where appropriate.
Unless otherwise specified paving shall comply with
Georgia State Department of Highways, American
Association of State Highway and Transportation
Officials (AASHTO) and American Society for Testing
Materials (ASTM) standards.
2.2.7.1 Asphaltic Paving
The work shall include, but not be limited
to, grading, stabilizing subgrade, placing
sub-base course, applying prime and tack
coats, and placing wearing surface courses
and painting traffic and parking lines.
The Contractor shall not place asphaltic
concrete when the ambient temperature is
below 40 DEG. F. Also, materials shall
not be placed when the underlying
surface is muddy, frozen or is wet.
The Contractor shall protect adjacent
surfaces from damage by equipment and
deposits of asphalt material.
The Contractor shall hire an independent
testing laboratory, acceptable to the Owner,
to inspect construction and to perform
density and thickness testing and core
sampling.
The areas to be paved are as follows:
- Total CT Power Block area - 6"
base, 2" asphalt
- On-site main access road, and other
access roads, driveways and parking
- 8" base, 4" asphalt
2.2.7.2 Concrete Paving, Curbs and Sidewalks
The work shall include, but not be limited
to, grading and preparation of subgrade,
placing and finishing concrete and painting
traffic and parking lines.
The materials for paving, curbs and
sidewalks shall be in accordance with
Section 2.3.2 of this document.
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Forms for paving and curbs shall be of rigid
wood or steel forms except for curves and
returns. Flexible or wood forms shall be
used for curves and returns. For sidewalks,
forms may be wood. The depth of the forms
shall be equal to the thickness of the
concrete.
All concrete surfaces shall be screed,
floated and broom finished. Curing and
sealing compounds shall be applied as
required. Expansion and construction joints
shall be provided as required by layout and
Contractor's design.
The Contractor shall hire an independent
testing laboratory, acceptable to the Owner,
to inspect construction and to perform slump
and strength testing.
2.2.8 Aggregate Surfacing
This section covers the furnishing and installation
of materials for aggregate surfaced areas including,
but not limited to, 3 foot shoulders along all roads.
The Contract shall furnish all labor, materials,
equipment and perform all work and services required
in connection with aggregate surfacing.
The materials, application of aggregate surfacing,
sampling and testing shall comply with Georgia State
Department of Highway Specifications.
The subgrade shall be prepared and shaped to the
required grade and cross-section prior to surfacing.
Subgrade preparation shall be in accordance with
Section 2.2.2 of this document. Aggregate material
shall not be placed on soft, muddy or frozen
subgrade.
The areas to receive aggregate surfacing shall
receive a minimum of 6 inches of graded crushed rock
free from lumps or balls of clay and other
objectionable material. The aggregate shall meet the
following specifications:
<TABLE>
<CAPTION>
Sieve Percent
Screen Size Retained On Screen
----------- ------------------
<S> <C>
1-1/2 in 0
1-1/4 in 10
1 in 40
3/4 in 75
3/8 in 100
</TABLE>
2.2.9 Storm Drainage System
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The work covered by this specification consists of
furnishing all labor, material, equipment, tools and
performing all work in connection with the design,
installation and construction of the storm drainage
system.
The Contractor shall design the final storm drainage
system. The system shall comply with the applicable
local and state regulations, including testing if
required.
The fuel oil containment area shall have provisions
to allow stormwater from within the containment area
to the storm drainage system. The fuel oil
containment drain pipe shall be provided with a drain
valve which is normally locked shut.
Site grading, earthwork, etc. shall be in accordance
with the requirements of Section 2.2.2 of this
document. The liner for biofiltration swales, if
required by local regulations, shall be in accordance
with Section 2.2.10. Piping, manholes, and catch
basins shall meet the requirements of the following
ASTM standards:
- Reinforced Concrete Pipe - ASTM C76
- Polyvinyl Chloride Pipe (PVC) - ASTM D3034
and D2729
- Manholes and Catch Basins - Circular precast
concrete, ASTM C478
- Corrugated High Density Polyethylene
Pipe-AASHTO M294
All piping shall be laid true to lines and grades
based on the Contractor's design. Pipe grades between
manholes and structures shall be uniform to eliminate
low spots and provide unrestricted flow. Piping shall
not be laid in water or when trench conditions or
weather are unsuitable for such work.
The construction of forms, mixing, placing, finishing
and curing of concrete for drainage structures shall
be in accordance with Section 2.3.3.
The Contractor shall conduct
infiltration-exfiltration testing on each section of
the drainage system. The total
infiltration-exfiltration shall not exceed 4 gallons
per inch diameter per 100 feet.
2.2.10 Liners
This section covers the furnishing, installation and
testing of geotextile and high-density polyethylene
(HDPE) liners for fuel oil storage tank area,
wastewater retention ponds, berms, biofiltration
swales if required by local regulations, and
infiltration trenches if required by local
regulations. The Contractor shall furnish all labor,
material, equipment, tools and perform all work in
connection with the design, installation and
construction of the liners. Liners shall be weighted
down at the toe of the slope with sand or weight
sealed into cavities or pockets.
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Page 28 of 132
The liners shall be manufactured and installed by
firms and subcontractors which have a minimum of 5
years of experience in the satisfactory production
and installation of liners similar to the types
specified.
The Contractor shall provide a 20-year warranty
against manufacturing defects and material
degradation and a 5-year warranty against
installation defects.
The liners shall be installed in accordance with
manufacturers' recommendations. Subgrades shall be
properly prepared and compacted and shall have all
sharp rocks, objects, vegetation and stubble removed.
The subgrade shall be sterilized prior to application
of the liners.
Geotextiles for the liner subgrade, liner protection
or filter fabric as required by the liner
manufacture's recommendations shall be a non-woven
fabric inert to common chemicals and hydrocarbons and
resistant to ultraviolet radiation, mildew, rot and
insects.
HDPE liners shall be extruded in uniform sheets free
of holes, tears, or other manufacturing defects. HDPE
liners shall have a minimum thickness of 40 mils.
Geotextiles and HDPE liners shall conform to
applicable ASTM standards.
2.2.11 Sanitary Waste System
All sanitary sewage shall be collected and disposed
on-site via mounded septic system in accordance with
local requirements.
2.3 STRUCTURAL
2.3.1 Design BasisERROR! BOOKMARK NOT DEFINED.
The intent of this section is to provide the basic
structural parameters and guidelines for this
Project. Design loads for all structures shall be in
accordance with the Southern Building Code (SBCCI) or
ANSI A58.1, "Building Code Requirements for Minimum
Design Loads in Buildings and Other Structures" or
the following requirements, whichever is the more
stringent:
2.3.1.1 Dead Loads
The structures shall be designed to support
dead loads such as weight of structure,
roofing, piping systems, electrical systems,
flooring, ceilings, partition loads,
mechanical/electrical equipment, and other
built-in or attached installations.
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2.3.1.2 Live Loads
Live loads shall consist of uniform live
loads and equipment live loads. These
uniform live loads shall not be applied to
floor areas which will be permanently
covered with equipment.
Equipment live loads are calculated loads
based upon the actual weight and size of the
equipment and parts. Equipment live loads
shall also include loading to be placed on
floors during dismantling, or temporarily
placed on or moved over floors during
installation.
Floors and supporting members which are
subject to heavy equipment live loads shall
be designed on the basis of the weight of
the equipment in addition to a uniform load
of 50 psf, or specifically defined live
loads, whichever is greater. Each member in
the floor which may carry these loads shall
be designed for the heaviest piece or pieces
of equipment arranged in the most critical
position.
- FLOOR LIVE LOADS. Ground floor
slabs shall be designed for a
minimum of 250 psf in equipment
laydown areas and all areas where
2-ton forklift operation is
determined during the design.
Consideration shall be given to
designing appropriate areas of the
ground floor for support of heavy
equipment such as construction and
maintenance cranes. Slabs for
control and switchgear areas shall
be designed for a minimum of 150
psf, or the actual weight plus 50
psf for surrounding open areas.
Ground floor slabs for shops and
auxiliary buildings shall be
designed for 150 psf. Storage areas
shall be designed for the actual
weight of the stored material, but
no less than 150 psf in light
storage areas and 250 psf in heavy
storage areas (maintenance shop).
Suspended grating floors shall be
designed for a loading of 100 psf
to supporting members. The grating
itself shall be designed for 150
psf (dead plus live loads) to
minimize deflection.
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- SUSPENDED FLOORS. Suspended floors
shall be designed for the following
load conditions:
<TABLE>
<CAPTION>
Minimum
Uniform Load
------------
psf
<S> <C>
Maintenance Platforms 150
Stairways, Landings/Corridors 100
Access Grating Platform 100
</TABLE>
- ROOF LOADS. All roof areas shall be
designed for wind loads as indicated
in Wind Loads. Ponding loading
effect due to roof deck and framing
deflections shall be determined in
accordance with AISC. All roof areas
shall be designed for a minimum of
30 psf live load in addition to dead
loads.
- IMPACT LOADS. Impact loads shall be
added to other loads for components
supporting reciprocating or rotating
machines, elevators, hoists, cranes,
or other equipment creating dynamic
forces. The following impact loads
shall be used, unless manufacturers
recommend higher values or analysis
indicates higher or lower values.
- Hoists and cranes
Vertical--25 percent of the
maximum static wheel load.
Horizontal-lateral--20
percent of the sum of the
lifted load plus the
weights of the hoisting
component.
Horizontal-longitudinal--10
percent of the total moving
load.
- Railroads and roadways--25
percent of the wheel or
crawler loads.
- Rotating and reciprocating
equipment--50 percent of
the machine weight.
- Hangers supporting floors
and platforms--33 percent
of the sum of the dead load
and reduced live load.
- PIPE HANGER LOADS. Pipe hanger loads
for the major piping systems, shall
be specifically determined and
located. Piping expansion and
dynamic loads shall be considered on
an individual basis for their effect
on the structural systems. Loads
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imposed on perimeter beams around
pipe chase areas shall also be
considered on an individual basis.
Pipe loads for other areas shall be
treated as uniform loads per unit
floor area, and shall be carried to
the columns and foundations as dead
loads. Pipe loads shall not be
considered as reliable dead load for
uplift. In addition to the uniform
dead load, a concentrated "phantom"
load shall be placed at the center
of all primary beams for the purpose
of sizing the member. This load
shall not be carried over to the
sizing of other members. Both the
uniform loads and phantom loads
shall vary in accordance with piping
layout and design.
- EQUIPMENT LOADS. Equipment loads
shall be specifically determined and
located. For major equipment,
structural members and bases shall
be specifically located and designed
to carry the equipment load into the
structural system. For equipment
weighing less than the minimum live
load, the structural system shall be
designed for the minimum live load.
- WIND LOADS. Wind loads for all
structures, except the steel stacks,
shall be based on SBCCI. A step
function of pressure with height
under Exposure C conditions shall be
used.
- SEISMIC LOADS. The seismic risk zone
for this site is Zone 2A as
determined from UBC. Seismic loading
shall be used in the design of
structures only when they are
greater than the computed wind
loads.
2.3.1.3 Vertical Clearances
The following minimum vertical clearances
shall be used in the design of the facility:
<TABLE>
<S> <C>
- Walkways and platforms 7 ft
- Work areas and aisles for forklifts 10 ft
- Work areas and access routes at grade 10 ft
- Pipe rack road crossing 18 ft
</TABLE>
2.3.2 Foundations
The Contractor shall furnish labor, materials, tools,
equipment, and services for all foundations. Detailed
design criteria and types of foundation support
methods
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shall be determined by the Contractor based on the
final geotechnical investigation provided by the
Contractor.
Except for storage tanks, allowable settlements,
elastic plus consolidation, shall be limited as
follows:
- Total settlement--1/2 inch.
- Differential settlement--0.1 percent slope
between adjacent concentrated load points or
loaded areas.
The turbine foundation support mats shall be designed
to meet the total and differential settlement
established by the turbine manufacturers if more
stringent than the allowable settlements listed
above.
The ground floor slabs shall be subdivided into pours
by designating construction joints on the drawings.
Major drain system headers shall be encased in the
floor slabs or buried beneath the floor slabs.
Pressurized process piping shall not be encased in
the floor slab. Cast iron soil pipe, polyvinyl
chloride pipe, or high density polyethylene pipe
shall be used on drain lines inside the power block
area except where fiberglass reinforced pipe is
required for chemical drainage. Equipment drains,
conduit, and miscellaneous piping shall be generally
embedded or buried. The foundations for the
transformers shall be designed as individual
foundation structures separate from the turbine mats.
The turbine area mats shall be reviewed for support
of cranes for erection of the equipment. No areas of
standing water will be allowed.
Miscellaneous structures include the transformer
area, pipe racks, plant wastewater/oil separator and
sump, tanks, secondary unit substations, and other
facilities for which a foundation shall be provided.
Geotechnical data shall be analyzed to predict the
bearing and settlement characteristics of the soils.
Criteria shall be established to permit design of the
most economical foundation that is compatible with
life expectancy and service of the building or
structure. Spread footings, slabs on grade, and
foundation components used on other buildings in the
project shall be utilized.
All equipment shall be supplied with an equipment
base suitable for its operation. Where the equipment
could induce vibration problems, the base shall have
adequate mass to dampen vibration motions. Special
consideration shall be given to vibration and
stiffness criteria where specified by the equipment
manufacturer.
Equipment that does not require a special base shall
be placed on a nominal 6-inch high equipment pad to
keep the equipment off the floor surface. Bases shall
have minimum temperature and shrinkage reinforcing
unless it is determined that additional reinforcement
is required for the equipment loads. The bases shall
be
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designed to develop the yield strength of the
equipment anchor bolts embedded therein as a minimum.
2.3.3 Concrete
This section covers the requirements for concrete
materials and mixing, placing, jointing and curing
concrete. The materials for concrete shall be as
follows:
- Cement used in all concrete mixes shall be
portland cement meeting the requirements of
ASTM C150, Type I or II. At the Contractor's
option , high-early strength cement, ASTM
C150 Type III, may be used to achieve 28-day
strength in 7 days.
- All aggregates shall meet the requirements
of ASTM C33.
- Plasticizers and retarders may be used to
control setting times and to obtain optimum
workability. Air entrainment of 4-6% by
volume shall be used in all mixes. The use
of calcium chloride is not permitted.
Admixtures shall conform to ASTM C260 and
ASTM C494.
- Clean water of potable quality shall be used
in all mixes.
- Expansion joint filler shall be premolded
conforming to ASTM D1751.
- Water stops shall be polyvinyl chloride
(PVC) conforming to U.S. Corps of Engineers
Specification CRD-C572, or water swelling
rubber or bentonite seals.
- Curing materials shall conform to ACI-301.
Waterproof sheet material shall meet ASTM
C171 requirements and curing compounds shall
conform to ASTM C307.
- Non-shrink grout shall be used where
specifically required by design, i.e., where
close tolerances are required to be
maintained, such as required for the proper
installation of rotating equipment.
Structural steel column base plates need not
be set with non-shrink grout. Grout shall be
non-metallic, non-corrosive, non-staining
and have a 28-day strength of 5000 psi
minimum.
The Contractor shall furnish all materials, labor,
supervision, services, tools and equipment required
for all design fabrication and construction for
concrete work required for all foundations, equipment
pedestals and bases, concrete pavement, sidewalks,
curbs, floor slabs and other plant structures.
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Reinforced concrete structures shall be designed in
accordance with ACI 318, Building Code Requirements
for Reinforced Concrete and the Southern Building
Code (SBCCI).
The system of concrete and steel strength (at 28
days) combination shall be as follows:
- Most Applications 4,000 psi
- Duct Banks 2,000 psi
The concrete shall be mixed, transported, and placed
in accordance with ACI standards 304, 305R, 306R, 309
and 318 and ASTM Standard C94.
Construction, expansion and control joints shall be
located and constructed based on the Contractor's
approved design drawings.
The Contractor shall hire an independent testing
laboratory, acceptable to the Owner, to perform the
following tests:
- Two sets of compression test cylinders,
three cylinders per set, will be made from
each proposed concrete mix. One set of three
cylinders will be tested at an age of 7
days, and the other set will be tested at an
age of 28 days. Tests will be in conformity
with ASTM C39.
- A slump test shall be made from each of the
first three batches mixed each day. An
additional test shall be made for each 50
cubic yards placed in any one day. Slump
tests shall be in accordance with ASTM C143.
- An air content test shall be made from one
of the first three batches mixed each day
and from each batch of concrete from which
compression test cylinders are made. Air
content tests shall be in accordance with
ASTM C231.
- Two sets of three concrete compression test
cylinders shall be made each day from each
class of concrete being placed. Two
additional sets of cylinders shall be made
when from 25 to 100 cubic yards of each
class of concrete are placed. For each
additional 100 cubic yards of each class, or
major fraction thereof, placed in any one
day, two additional sets of cylinders shall
be made. One cylinder of each set shall be
tested at an age of 7 days, and the cylinder
of each set shall be tested at an age of 28
days. The third cylinder shall be kept as a
backup. Compression tests shall be in
accordance with ASTM C39.
2.3.3.1 Form Work
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Forms shall be used wherever required to
confine concrete and shape it to the
required dimensions. Forms shall be of
sufficient strength to withstand the
pressure resulting from the placement and
vibration of concrete and of sufficient
rigidity to maintain required dimensions.
Forms shall be constructed of either plywood
or metal. The forms shall be tight to
prevent leakage, straight, and without
dents.
Before placing either reinforcing steel or
concrete, clean all form surfaces of mortar,
grout and foreign material and cover the
surfaces of forms with a coating (form
release agents) that will prevent the
absorption of moisture and prevent bonding
with concrete.
2.3.3.2 Reinforcement
Reinforcing steel shall meet the
requirements of ASTM A615, Grade 60
including Supplementary Requirements S1.
Welded wire fabric shall conform to ASTM
A185 and be fabricated of cold drawn steel
wire having nongalvanized finish.
Reinforcing steel shall be handled, stored
and placed in such fashion as to prevent
their being bent or sprung and becoming
excessively rusted or contaminated with
earth, oil or other foreign material which
is detrimental to bonding. Reinforcing steel
shall be placed in accordance with the
requirements of ACI 301 and CRSI
"Recommended Practice for Placing
Reinforcing Bars."
Reinforcing steel shall be supported and
fastened together to prevent displacement.
Rebar shall not be welded.
Unless otherwise required by the
Contractor's design, the minimum concrete
protective covering for reinforcement shall
be:
- 3 inches for concrete deposited
against earth
- 2 inches for #6 bars or larger and
1-1/2 inches for bars less than #6
for formed surfaces exposed to
weather or in contact with earth
- 2 inches for all rebar for formed
surfaces exposed to or located
above any liquid
- 1-1/2 inches for interior beams,
girders and columns
- 3/4 inch for interior slabs, walls
or joists
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2.3.4 Masonry
The Contractor shall furnish all materials, labor,
supervision, tools and equipment required to design,
furnish and install block masonry work, precast sills
and lintels, mortar, grout, reinforcing, etc. as
required for unit masonry work required for the
project and building design.
Materials for masonry work shall be as follows:
- Concrete block units shall be normal weight
moisture controlled units conforming to ASTM
C90 and shall have smooth face.
- Mortar and mortar materials shall conform to
ASTM C270, Type S. General purpose grout
mixes shall comply with ASTM C476, Table I.
- Joint reinforcement shall be galvanized cold
drawn steel wire in accordance with ASTM A82
and ASTM A153.
- Reinforcing steel shall be ASTM A615, Grade
60.
All masonry units and accessories shall be handled,
stored and set in such a manner as to prevent their
soiling, chipping or damage of any kind.
All masonry shall be installed in accordance with ACI
530.1 requirements and National Concrete Masonry
Association's (NCMA) "Guide Specification for
Concrete Masonry."
Walls shall be laid out in advance of installing
masonry units to provide uniform and accurate spacing
on patterns and joints and to properly locate
openings. Masonry shall be laid to a line with wall
being plumb and straight and in level courses.
During adverse or cold weather masonry shall be
properly perfected by suitable enclosures or
weatherproof coverings and heated as required to
prevent freezing. In freezing weather the masonry
shall be kept warm for 3 days after laying.
All cutting of masonry units shall be by masonry
saws.
All masonry required to be painted shall be
thoroughly cleaned before being painted. All exposed
masonry walls shall be painted unless finished brick.
2.3.5 Structural and Miscellaneous Steel
The Contractor shall furnish all materials, labor,
services, tools and equipment required for the
design, fabrication and erection of all structural
and miscellaneous steel required for the project.
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The work shall include, but not be limited to, the
following:
- Prepare general framing design and drawings,
detailed design and shop fabrication
drawings for structural and miscellaneous
steel, joists and metal decking.
- Structural steel shall include columns,
beams, bracing, bolts, nuts, washers, steel
joists, metal decking, base plates, etc.
- Miscellaneous steel shall include grating,
checkered plate, handrail, stair treads,
ladders, kick plates, manhole covers and
frames, anchor bolts, bollards, etc.
2.3.5.1 Structural Steel
Steel framed structures shall be designed in
accordance with Southern Building Code
(SBCCI); AISC Specification for the Design,
Fabrication, and Erection of Structural
Steel for Buildings, and all supplements
thereto; Steel Deck Institute (SDI) design
manual for Composite Decks, Form Decks and
Roof Decks; and Steel Joist Institute (SJI)
Recommended Code of Standard Practice for
Steel Joists and Joist Girders.
Structural steel shapes, plates, and
appurtenances for general use shall conform
to ASTM A36 or A36 modified to 50,000 psi
yield. Connection bolts shall conform to
ASTM A325. Connections shall conform to AISC
Specification for Structural Joints. Welding
electrodes shall be as specified by AWS.
Steel decking shall be ASTM A446, Grade A
sheet steel with G90 galvanized coating
conforming to ASTM A525. Steel joists shall
be fabricated of ASTM A36 steel and be in
accordance with SJI. All exterior steel
shall be galvanized. All interior structural
steel shall be shop primed. The shop coat of
primer paint shall be blocked out at all
structural connections so that no paint is
present on the surfaces of the connection,
if required by the design. All exposed
interior structural steel shall be finished
painted in the field.
Mill test reports or reports of tests made
by the fabricator shall be required
certifying that all material is in
conformance with the applicable ASTM
specification. In addition, the fabricator
shall provide an affidavit stating that all
steel specified has been provided at yield
stresses in accordance with the drawings and
the specifications.
All steel framed structures shall be
designed as "rigid frame" (AISC
Specification Type 1) or "simple" space
frames (AISC Specification Type 2),
utilizing single-span beam systems, vertical
diagonal bracing at main column lines and
horizontal bracing at the roof and major
floor levels. The use of Type 1 rigid frames
shall be limited to one-story, open garage,
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warehouse or shed type structures, or to
pre-engineered buildings. All other framed
structures shall utilize Type 2 design and
construction.
Connections shall be in accordance with
standard connection design for shop welded
and field bolted connections. Connections
shall be designed for 3/4-in bolts for
bearing type connections with threads
permitted in the shear plane, except for
slip-critical connections which shall be
friction type joints. The connection bolts
shall be pre-tensioned in accordance with
slip-critical type joint requirements.
Structural steel shall be fabricated in
accordance with AISC "Code of Standard
Practice for Steel Buildings and Bridges"
and "Specification for Steel Buildings."
The erection of structural steel shall
conform to the applicable requirements of
the "Code of Standard Practice for Steel
Buildings and Bridges" and "Specification
for the Design, Fabrication and Erection of
Structural Steel for Buildings" of AISC.
Bolts shall be tightened by the
"turn-of-nut" method or other methods
approved by the Owner. Bolts tightened by
the "turn-of-nut" method shall have the
outer face of the nut match-marked with the
protruding bolt point before final
tightening. Tightened bolts shall be checked
for proper torque with a direct reading
torque wrench.
Inspection of welding shall be in accordance
with the provisions of the current welding
code AWS D1.1.
2.3.5.2 Miscellaneous Steel
- STEEL GRATING. Steel grating floors
shall use grating manufactured in
accordance with applicable
requirements of the "Metal Bar
Grating Manual" published by
National Association of
Architectural Metal Manufacturers
(NAAMM).
Steel grating shall be welded bar
grating, with 3/16-inch wide by
1-1/4 inch deep bearing bars.
Spacing for bearing bars shall be
1-3/16 inch center-to-center.
Grating shall be galvanized and
fabricated from ASTM A36 steel.
All gratings shall lie flat with no
tendency to rock when installed. For
each panel, the transverse bow shall
not exceed 1/8 inch per foot of
panel width, with no transverse bow
to exceed 3/8 inch. The longitudinal
bow shall not exceed 1/200 of the
panel length. Gratings shall be
bolted down using studs and
galvanized clip fasteners.
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- KICKPLATE. Kickplate shall be
applied to all platform areas as
required to satisfy OSHA standards
for protection of personnel. It
shall consist of 1/4-inch thick
steel plate, ASTM A36, and shall
project 4 inches above the platform
surface. Kickplate shall receive the
same type of coating as the material
to which it is attached.
- HANDRAILS. Handrails shall confirm
to the requirements of OSHA and
SBCCI. Handrails shall be
fabricated of 1-1/4 inch ASTM A53
steel pipe. The top rail shall be
42 inches above the walkway surface
and 34 inches above the nose of a
tread. Post spacing shall be
proportioned to the length of the
protected horizontal opening, but
shall not exceed 6 feet
center-to-center of posts. Hand
railing shall be shop fabricated
for specific locations and field
welded or bolted to the erected
structural steel. Handrails shall
be galvanized for outdoor locations
and painted for interior locations.
- STAIR TREADS. Grating for stair
treads shall be as specified for
steel grating except that bearing
(main load carrying) bars shall not
be less than 3/16 inch by 1 inch
for tread lengths up to and
including 3 feet. Each tread shall
be serrated non-slip grating or
provided with a continuous
one-piece cast aluminum abrasive
nosing attached to the tread with
galvanized flat heat bolts, lock
washers and nuts. All stair treads
shall be hot-dip galvanized.
- LADDERS. Ladders shall be
fabricated of ASTM A36 steel and
not less than 20 inches wide, with
1 inch diameter solid steel rungs
spaced 12 inches center-to-center.
Ladder side rails shall be steel
bars 2-1/2 inches by 1/2 inch.
Ladder side rails shall be punched
for the rungs. Ladders shall extend
3 feet 6 inches above the top of
the grating or floor. Cages shall
be provided per OSHA. All ladders
shall be hot-dipped galvanized
after fabrication.
- FLOOR PLATE. Checkered floor plate
shall be fabricated from ASTM A786
carbon steel with a skid resistant
pattern. Floor plates shall be
designed so that there are no
recesses or pockets that might
collect water or debris. Each
section of floor plate shall be
anchored with not less than four
machine screws. Maximum spacing of
machine screws shall not exceed 1
foot 6 inches. All floor plate
shall be hot-dip galvanized.
- BOLLARDS. Bollards shall be
fabricated of 8 inch diameter,
concrete filled, extra-strength
steel pipe. Bollards shall be
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installed at roll up doors to
buildings and at other locations as
required to protect equipment and
fire hydrants.
- MANHOLES AND TRENCH COVERS.
Manholes and trench covers shall be
of prefabricated heavy duty
castings conforming to ASTM A48 or
A536. They shall be designed for
AASHTO HS-20 wheel loading.
2.4 ARCHITECTURAL
2.4.1 Pre-Engineered Metal Buildings
The Contractor shall furnish all materials, labor,
services, tools and equipment for the design,
fabrication and construction of all pre-engineered
(rigid frame) buildings provided for the project.
Pre-engineered metal buildings shall include all
steel, siding, roofing, exterior doors, exterior
windows and wall louvers. All work required to finish
the building such as the floors, interior walls and
partitions, ceilings, plumbing, HVAC, lighting,
electrical work and interior finishes shall be
furnished and installed on-site by the Contractor.
The building shall be designed to meet the
requirements of local building codes, Seismic Zone2A,
ASCE, and Metal Building Manufacturers Association
(MBMA).
The buildings shall be of manufacturer's standard
modular rigid frame type construction with tapered or
uniform depth rafters rigidly connected at their ends
to vertical, pinned-base, tapered or uniform depth
columns. Purlins and girts shall be cold-formed "C"
or "Z" sections conforming to the "Specifications for
the Design of Cold-Formed Steel Structural Members"
of AISI. All other members shall be of ASTM A36 or
A36 modified steel hot-rolled shapes in accordance
with the "Specification for the Design, Fabrication
and Erection of Structural Steel for Buildings" of
AISC.
Roof slopes shall be within the range of 1/2 inch to
1 inch of rise per 12 inches of run. Basic design
criteria and loading shall be in accordance with
those stated in Section 2.3 of this Exhibit. Exposed
metal roof coverings shall consist of galvanized
pre-finished standing seam panels of 24-gauge
minimum. Edge and end joint details shall be such
that, when erected, the roof covering system shall be
completely watertight. Roof panel gauge and shape of
panels shall be sufficient to withstand all design
loadings without excessive deflection or vibration.
Wall coverings shall consist of factory-assembled,
galvanized, pre-finished panels. Interior liner
panels shall be provided in exposed unfinished areas
and shall be 24-gauge minimum. Interior panel
surfaces shall be coated with 1.0 mil minimum dry
film thickness of the manufacturer's standard
baked-on finish. Face
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panels shall be 24-gauge minimum galvanized steel and
factory coated. Interior surface of the face panel
shall be finished with a minimum 1.0 mil minimum dry
film thickness of the manufacturer's standard baked-
on enamel finish. The profile of the face panels
shall be ribbed with overlapping joints. Installed
walls shall be weather tight.
Flashing and trim shall be furnished at rake,
corners, eaves, framed openings, etc., to provide
weather tightness and finished appearance, and shall
be of same material and finish as the materials to
which they are attached. Formed panels, matching the
profile and slope of adjoining panels, shall be
provided along the building ridge. Rubber or neoprene
closure strips (solid or closed cell), matching the
profile of the panel, shall be installed along roof
eave lines and metal closure strips shall be
installed along wall, eave, or rake lines as required
to provide weather tightness.
Roof and wall fasteners shall be self-tapping,
stainless steel or cadmium plated steel screws with
recessed hex head, stainless steel or cadmium plated
steel washers, and aluminum cupped neoprene washers.
Wall fasteners shall be color coated to match the
wall panels. Sheet metal screws for miscellaneous,
light gauge flashings, trim, and cover panels shall
be stainless steel. The manufacturer=s standard
fasteners can be used if approved by the Owner.
Secondary steel framing (purlins, girts, eave struts,
rake channel, joints and bridging, base angles, girt
or sill bars; eave, rake, brace and adaptor angles;
roof and wall brace angles or rods and compression
struts; fastening clips, etc.) shall be of hot-rolled
ASTM A36 or A36 modified steel, or of cold-formed
steel. Cold-formed panels and decks shall be
manufactured by precision roll forming.
All structural steel and secondary members shall be
factory primed and exposed members shall be either
factory finish painted or field finish painted.
Factory finish shall be field touched up as necessary
and subject to Owner approval.
Finish color coatings will be applied to all roof and
wall panels and decks, wall louvers, flashings, trim
and other exposed surfaces. The coating shall be of
the manufacturer's standard color approved by the
Owner. Finish shall be guaranteed for a minimum of 20
years against crazing, chipping, cracking, peeling,
or loss of color.
Gutters shall be a 26-gauge minimum, galvanized steel
with cross-sectional area not less than 33 square
inches. Gutters shall be supported with 16-gauge
minimum, galvanized steel straps to the eave member
at a maximum of 3-foot centers. Downspouts shall be
24-gauge minimum, galvanized steel of rectangular
configuration. Gutters and downspouts shall be
adequate for the maximum rainfall anticipated at the
plant site.
Doors and windows shall be furnished in accordance
with the requirements of Section 2.4.5 of this
Exhibit.
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All structural steel sections, welded plate members,
and cold-formed structural sections shall be securely
and rigidly connected to the frames and members.
Necessary bracing will be included to transfer wind
and earthquake forces on the building to the
foundation. Frames shall be plumb and vertical to
receive exterior roof and wall panels. Roof panels
shall be continuous from ridge to eave wherever
practicable. Laps of roof panels will be sealed with
a continuous ribbon of tape sealer before lapping
panels. Side laps shall be sealed, lapped, and
secured according to erection drawings. Fasteners
shall be installed as recommended by the building
manufacturer. Wall panels shall be continuous from
roof line to 1-1/2 inches below the concrete
foundation floor line.
2.4.2 Walls and Partitions
The Contractor shall furnish all materials, labor,
services, tools and equipment required to design,
furnish, deliver and install all interior walls and
partitions.
All interior masonry walls shall be in accordance
with Section 2.3.4 of this document.
Drywall and stud walls and partitions shall be
constructed of 5/8 inch thick gypsum wallboard and
roll formed metal studs and tracks.
Gypsum wallboard shall have tapered edges and conform
to ASTM C36. Fire rated wallboard shall be used on
all fire rated walls in accordance with UL
requirements. Wallboard in wet areas shall be water
resistant and shall be sealed along the floor to
prevent seepage into the wall or adjacent rooms.
Metal studs and tracks shall be 25 gauge roll formed
galvanized steel conforming to ASTM C645
requirements. Two 20 gauge metal studs shall be used
as jambs of openings. Metal studs shall be attached
to top and bottom runner tracks with screw fasteners.
Studs shall be placed 16 inches on center maximum.
Corner beads, PVC and metal trim shall be provided at
all exterior corners between abutting materials and
as required for proper installation of the wallboard
finish.
As an option, Contractor can submit to the Owner for
approval, specifications for prefinished,
prefabricated wall and partition panels.
2.4.3 Carpentry
The Contractor shall furnish all materials, labor,
services, tools and equipment required for all rough
carpentry, finish carpentry and millwork.
Lumber for framing, blocking, nailers, furring, cant
strips, etc. shall be well-seasoned, free of warps
and comply with the dry size requirements of U.S.
Department of Commerce Product Standard PS-20,
Western Wood Products
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Association (WWPA) No. 3 for Douglas Fir, or Southern
Forest Products Association (SFPA) No. 2. Plywood for
rough carpentry shall be PS1, exterior type, A-C
Grade.
Lumber for finish carpentry, millwork and cabinetry
shall be as follows:
- Softwood shall be kiln dried B or better,
vertical grain S4S Douglas Fir for interior
work and construction grade for exterior
- Hardwood shall be premium grain with closed,
tight, non-raised grain and smooth finish.
- Plywood shall be custom grade interior type
AD grade with "A" face exposed and "D" face
concealed.
2.4.4 Thermal and Moisture Protection
The Contractor shall furnish all materials, labor,
services, tools and equipment required for the supply
and application or installation of thermal and
moisture protection as required for the project. This
includes, but is not limited to, waterproofing, vapor
barriers, thermal building insulation, caulking and
sealants.
The exterior of concrete vertical wall surfaces which
will be below grade, shall be coated with coal tar
type waterproofing. This shall include, but not be
limited to, manholes.
Vapor barrier for all interior concrete floors on
grade shall be minimum 6 mil polyethylene film.
Insulation for buildings shall be noncombustible
mineral wool or glass fiber blankets with minimum 4
mil vinyl film facing carrying an Underwriter's
Laboratories fire hazard rating indicating a flame
spread rating of 25 or less. Roof insulation shall be
a minimum of R-33. Interior walls and partitions for
locker rooms, restrooms, and conference rooms shall
be insulated for sound isolation. Joints in the film
facing shall be cemented or taped to provide a
continuous vapor barrier.
Caulking and sealants shall be applied on the
exterior and interior perimeter of all window and
door frames, louvers, grills and other building
penetrations; paving and sidewalk joints; flooring
joints; and masonry joints. Caulking and sealants
shall be applied per manufacturer recommendations.
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2.4.5 Doors and Windows
The Contractor shall furnish all materials, labor,
services, tools and equipment required for the supply
and installation of hollow metal doors, rolling steel
doors, windows, glass and glazing, and hardware for
the project.
Hollow metal doors, frames and components shall be
manufactured from hot-dipped galvanized cold rolled
steel. Doors shall have insulated cores. The doors
and frames shall be shop primed and field finish
painted. Doors shall have vision lites, louvers,
dampers, etc. as required by their location. The
doors and frames shall be furnished and installed per
Steel Door Institute (SDI) requirements. Fire rated
doors shall comply with NFPA Standard No. 80 and be
tested and labeled per UL requirements. All hinged
exterior doors shall have automatic door closures.
Rolling steel doors and frames shall be manufactured
from hot-dipped galvanized cold rolled steel and have
insulated interlocking slats. All rolling steel doors
shall be motor operated with chain backup. Doors
shall be factory primed and field finish painted.
Windows shall be manufactured of extruded aluminum
frames and ventilator sections. Windows shall be
either horizontal sliding type or fixed type
depending on location. In general, exterior windows
shall be sliding type with screens and storm sash,
and interior windows shall be fixed type. Frames
shall meet standards of Architectural Aluminum
Manufacturer's Association. Hardware shall provide
locking capability for all sliding windows. Finish
shall be selected by the Owner from the
Manufacturer's standard finishes.
The main entrance to main building shall be a double
doored vestibule with glass doors and walls.
Glass and glazing for windows and doors shall comply
with applicable ASTM standards, Federal
Specifications and Flat Glass Marketing Association.
Glass for fire rated applications shall comply with
NFPA No. 80 standard for Fire Doors and Windows.
Glass for exterior applications shall be tinted
insulating glass.
Hardware for doors shall comply with applicable
sections of Americans with Disabilities Act (ADA),
ANSI standards, Builders Hardware Manufacturers
Association (BHMA) and SDI. Hardware for fire doors
shall comply with NFPA 80 and UL requirements. All
hardware shall be installed per manufacturer's
recommendations. All locksets shall be master keyed
with no more than two master key groups.
2.4.6 Finishes
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The Contractor shall furnish all materials, labor,
services, tools and equipment required for the
installation and applications of finishes, such as
acoustic ceiling, floor tile, ceramic tile and
painting for the project.
Ceilings in finished areas will generally consist of
a suspended, fire rated, exposed grid, acoustic lay
in panels. For high moisture areas such as showers,
locker rooms and restrooms, ceilings will have
moisture resistant type suspended acoustic tile.
Ceilings in unfinished areas shall be painted exposed
structure.
Floor coverings in locker rooms, toilets, offices and
other finished areas shall be resilient floor tile.
Unglazed ceramic tile shall be used for high moisture
areas such as showers.
Walls in finished areas will generally consist of
painted gypsum board or masonry. The lower four feet
of the walls in locker rooms and restrooms shall be
finished with glazed ceramic tile. Walls in showers
shall be finished with glazed ceramic tile. As an
alternative to glazed tile, a one-piece prefabricated
shower assembly with handicap rails may be used with
Owner's approval. Concrete floors in all areas prone
to chemical attack, such as battery room, shall be
finished with special resistant coatings. Epoxy floor
coating shall be provided for the electrical room.
All exposed wall surfaces, doors, and exposed steel
surfaces which are not pre-finished shall be field
painted. Aluminum, brass, stainless steel or plastic
surfaces shall not be painted. Concrete will
generally not be painted. Concrete sealer shall be
applied to exposed concrete surfaces in the shop and
warehouse. All equipment which is not shop finish
painted shall be finish painted in the field. The
painting systems provided by the Contractor shall be
of adequate thickness and suitable for the
environment and location to provide durability. The
Contractor's paint specifications and color selection
charts shall be submitted to the Owner for approval.
All coatings shall be applied per manufacturer's
instructions. Surface preparation and cleaning shall
be per coating manufacturer instructions and
applicable SSPC requirements.
Prior to purchasing and installing any finishes, the
Contractor shall provide for Owner's review and
approval a finish schedule for the project.
2.4.7 Specialties and Furnishings
The Contractor shall furnish and install all
architectural specialties, such as toilet partitions
and accessories, lockers, locker room benches, signs,
flagpole, kitchenette, conference/training room
accessories, horizontal window blinds, and fire
extinguishers for the facility.
Toilet partitions and urinal screens for restrooms
and locker rooms shall be 1 inch thick fabricated of
sheet steel over sound deadening core insulation. The
partitions shall be finished with the manufacturer's
standard baked enamel finish.
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The color shall be approved by the Owner. The
partitions shall be furnished with doors and assist
bars which comply with Americans with Disabilities
Act (ADA) requirements and ANSI standards.
Toilet and locker room accessories shall include but
not be limited to robe hooks, towel bars, toilet
tissue dispensers, feminine napkin-tampon dispensers
and disposals, mirrors, metal shelves, mop and broom
rack, soap dispensers, paper towel dispensers, shower
curtain and rods, grab bars and shower seats. These
accessories shall comply with ADA requirements.
Steel lockers shall be 15 inches wide by 18 inches
deep by 72 inches high without legs, single tier
type, arranged for mounting on a nominal 4 inch high
concrete base. Locker accessories shall include coat
hooks, hanger bar, locker handles to receive padlocks
and top shelf. The lockers shall be finished with the
manufacturer's standard baked on enamel finish with
the color being selected by the Owner.
Benches shall be installed near the front of the
lockers. The benches shall be 12 inches wide by 1-1/4
inches thick full finished laminated maple with pipe
pedestals for anchoring to the floor.
A lighted thirty (30) foot flagpole shall be located
at the main entrance to the administration building.
A lighted facility identification sign shall be
located at the main plant road entrance. Other
exterior signs shall be installed for traffic
direction and information. Interior signs shall be
installed as required to identify rooms, provide
direction and meet ADA and ANSI A117.1 requirements.
All exterior windows for offices, conference room,
etc. shall be provided with adjustable blinds.
Fire extinguishers and cabinets shall be installed
throughout the facility as required by applicable
codes.
A kitchenette unit with cabinets, sink, refrigerator,
cook top, microwave, exhaust fan and garbage disposal
shall be installed in the lunch room.
Laboratory furniture and equipment will be provided
by Owner.
2.5 MECHANICAL
2.5.1 General Requirements
The Contractor shall furnish all engineering, design,
labor, materials, equipment and construction services
required to provide a totally functional mechanical
systems associated with the project. The work shall
comply with applicable codes and standards,
including, but not necessarily limited to, the
following:
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- State and local codes, laws, ordinances,
rules and regulations
- Anti-Friction Bearing Manufacturers
Association (AFBMA)
- American Gear Manufacturers Association
(AGMA)
- American Institute of Steel Construction
(AISC)
- Air Moving and Conditioning Association
(AMCA)
- American National Standards Institute (ANSI)
- American Society of Mechanical Engineers
(ASME)
- American Society for Testing and Materials
(ASTM)
- American Water Works Association (AWWA)
- American Welding Society (AWS)
- Crane Manufacturer's Association of America
(CMAA)
- Heat Exchange Institute (HEI)
- Hydraulics Institute (HI)
- Tubular Exchangers Manufacturers Association
(TEMA)
- National Fire Protection Association (NFPA)
- Occupational Safety and Health
Administration (OSHA)
- Factory Mutual System (FM)
- Underwriters Laboratories (UL)
In case of conflict or disagreement between codes and
standards, the more stringent conditions shall
govern.
Equipment will be designed, sized, and manufactured
in accordance with applicable codes.
Redundancy will be provided for such equipment as
lubricating oil pumps and transfer pumps. Clearances
will be provided around equipment for easy operation
and maintenance in accordance with OSHA requirements
and good engineering practices. Manually operated
valves will be located such that
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operation can be readily performed from grade,
properly located platforms or chain operators.
All process piping external to the ASME Section I,
Division I boiler piping will be designed in
accordance with ANSI B31.1 Code, Power Piping. Fluid
velocities during normal and continuous operation
will be maintained within good engineering design
practices such as those listed below:
Water, FPM 300 - 600
Pump Suction piping shall be at one-half the
above velocities.
Critical piping will be subjected to thermal
flexibility analysis in order to locate hangers,
supports and anchors. Piping for systems operating at
elevated temperatures will be insulated for thermal
conservation and personnel protection.
Tanks and vessels operating at pressure greater than
15 psig will be designed and stamped in accordance
with ASME Section VIII, Division I. Safety valve vent
piping will be designed in accordance with ASME
requirements and will be routed clear of working
areas for personnel protection.
All underground piping is to be installed with a
minimum of 3 feet of cover, unless unique design
circumstances dictate less cover. Any exceptions
shall be approved by the Owner.
Equipment shall be designed, fabricated, and
assembled in accordance with the latest, commonly
accepted quality, industrial, engineering and shop
practices. Individual parts shall be manufactured to
standard sizes and gauges so that repair parts,
furnished at any time, can be installed in the field.
Like parts of duplicate units shall be
interchangeable. Equipment shall not have been in
service at any time prior to delivery, except as
required for tests.
Materials not specified herein shall be selected by
Contractor and shall be suitable for service
conditions.
Except where otherwise specified, structural and
miscellaneous fabricated steel shall conform to the
Standards of the American Institute of Steel
Construction.
Mechanical equipment, accessory equipment, piping,
and ductwork shall be set and located in accordance
with the Contractor's drawings. Work shall be done by
mechanics and craftsmen skilled in their various
trades under the direction of experienced supervisors
and manufacturer's representation. Changes or
adjustments which are found necessary during the
installation shall be subject to the approval of the
Owner. The Contractor shall obtain installation
instruction booklets and/or other recommendations
from the equipment manufacturers as to installation
procedures, sequence of installation, and tolerances
allowed in installation. A copy of this information
shall be submitted to the Owner. In
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particular, the manufacturer's recommendations as to
grout spaces required and tolerances for level and
alignment shall be obtained and followed.
All preliminary and final measurements and settings
of equipment shall be able to be witnessed by the
Owner. Upon completion of all installation, the
Contractor shall furnish to the Owner a record of all
initial clearance measurements and settings on
mechanical equipment.
The Contractor shall test and place in successful
operation all equipment provided by the Contractor.
All defects in the erection or in the equipment
itself shall be corrected by the Contractor to the
satisfaction of the Owner. Rotating equipment shall
be checked for proper direction of rotation, shaft
alignment, and balance. Equipment subject to
pressures shall be carefully examined for leakage.
Electric motors shall be set in position, properly
aligned, secured in place and grouted. Motors shall
be lubricated; lubrication shall include flushing of
bearings and other activities required by
manufacturer's instructions. The electrical
connections shall be completed and the motors bumped
electrically to check for correct rotation prior to
the shaft couplings being connected.
Machines and equipment shall be aligned and leveled
using wedges, blocks, shims, or leveling bolts. All
shim material which will be embedded in concrete
grout under sole plates shall be carbon steel;
exposed shims and those placed between the sole plate
and equipment bases shall be stainless steel with no
exception. Shims for concrete foundations shall be
random size carbon steel plate and bars. Shims shall
be located adjacent to anchor bolts and at sufficient
intermediate points to assure complete alignment and
support of equipment.
Leveling of equipment bases shall be performed using
precision levels or equivalent, placed on machined
surfaces, such as baseplates or nozzle faces on
larger items. Where specific manufacturer's
instructions are given for leveling of equipment,
they shall govern.
Machines and equipment shall be grouted securely to
the bases and foundations with non-shrink grout.
Care shall be taken to assure that piping connections
are made to equipment and machinery so that no
reactions or moments in excess of those allowed by
the manufacturer are imposed during installation,
test, or operation.
After alignment and grouting have been completed,
grout has set, and attachments have been made but
prior to placing any piece of equipment or machine in
service, the equipment or machine shall be rechecked
for alignment. Discrepancies disclosed by this check
shall be corrected and rechecked until the item is
found to be properly aligned. When required by the
manufacturer and after the item has been checked by
the Contractor to be in proper alignment, one
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dowel shall be placed in each of two opposite corners
of each piece of machinery or equipment to facilitate
future realignment. Dowels shall be carefully placed,
vertical in position and fitted with jacking threads
and nut to facilitate removal.
Before initial operation, all equipment shall be
thoroughly cleaned, all shipping blocks and
restraints removed and all moving or rotating parts
checked for clearances and freedom from foreign
matter. Lubricants of suitable quality and grade
shall be furnished by the Contractor for application
by the Contractor. All lubricating oils shall be as
recommended by the equipment manufacturer and shall
have an RBOT number greater than 450. Lubricants
required for the combustion turbine will be supplied
by Owner.
The Contractor shall provide the Owner, prior to
equipment start-up, a list showing the proper
lubricants for each item of mechanical equipment,
approximate quantities needed per year of continuous
operation, and recommended lubrication intervals.
Wherever possible, the types of lubricants shall be
consolidated (with the manufacturer's approval) to
minimize the number of different lubricants required
for plant maintenance. Equipment lubrication fittings
shall be extended with tubing or piping beyond
obstructions such as guards or covers to allow
lubrication without disassembly of the unit.
In addition to ASME and other official code stamp
nameplates, a nameplate shall be securely fastened in
a readily visible location on each item of equipment
by means of rivets, welding or screws. Nameplate
shall minimally contain: design flow and conditions,
rpm, horsepower, manufacturer's name and serial
number, model number, recommended lubricant, and
packing or mechanical seal identification, and other
pertinent identifying design and operating data.
Nameplate shall be extended out from the surface to
be visible after insulation installation if required.
The Contractor shall not use permanent plant
equipment for construction purposes without first
securing permission in writing from the Owner. Such
permission may be granted for the use of some
equipment but may not be extended to the use of
pumps, compressors, and similar equipment. When use
is made of the plant equipment, the Contractor shall
take all precautions to avoid overload or damage to
such equipment and shall be responsible for the
satisfactory repair or replacement of any parts
suffering damage due to the use of the equipment by
the Contractor. Use of plant equipment by Contractor
shall not alter the time or enforcement of guarantee
and warranties.
Equipment requiring periodic repair and adjustment
shall be furnished complete with special tools,
instruments, and accessories required for
maintenance. Equipment requiring special devices for
lifting or handling shall be furnished complete with
those devices.
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The Contractor shall furnish equipment and materials
required and perform tests necessary to demonstrate
proper installation and operation of the equipment.
Owner shall be notified in reasonable time prior to
test. These tests shall include, but not be limited
to, the following:
a. Running tests for all rotating equipment.
b. Equipment having moving parts shall be
tested for freedom of movement and for
function.
c. Weight and movement tests for all lifting
devices installed by the Contractor.
d. Correct alignment of all equipment, motors,
and couplings.
e. Hydrostatic testing, proof, leak and/or
tightness tests.
Nondestructive examinations shall be performed by the
Contractor wherever required by design,
specification, applicable code, or manufacturer's
requirements including instances when a visual
inspection suggests an obvious or a possible defect.
Inspectors for nondestructive examinations shall be
qualified in accordance with the applicable codes and
standards. The record of qualification for each
inspector and a listing of his area(s) of the
qualification shall be submitted to the Owner for
approval.
The highest degree of cleanliness practically
achievable shall be maintained throughout this
project, keeping in mind that the piping materials
and equipment are to be handled, opened up, examined,
assembled, heated, and welded under project
construction conditions. Foreign matter, construction
debris, welding rods and other consumables,
miscellaneous hardware and excess materials whose
presence might lead to operational difficulties or
material failure shall be removed.
Touch-up paint shall be applied to all painted
equipment as required.
2.5.2 Gas Turbine Generator Erection
This section covers the receiving, unloading,
storage, protection, installation, erection, finish
painting, start-up and testing of the gas turbines
and auxiliary equipment as described under Exhibit H.
The Contractor shall furnish all labor, tools,
services, equipment and material for this work.
The Contractor's erection methods and procedures
shall conform with accepted good engineering
practice, the requirements of applicable codes and
standards and in accordance with the procedures
furnished and approved by the manufacturer.
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2.5.3 Pumps
This section covers the design, manufacture, testing,
delivery, unloading, and erection of fuel oil pumps,
water pumps, sump pumps and other miscellaneous pumps
required for the project. The pumps shall be
furnished complete with motors, couplings, guards and
baseplates.
Equipment, material, design, fabrication, inspection
and testing shall comply with applicable industry
codes, standards and specifications including, but
not limited to, ASME, ANSI, AWS, NEMA, NEC, HI, and
OSHA.
Pumps and equipment shall be selected and designed,
including heads, capacities and margins, based on the
Contractor's piping arrangement, system requirements
and type of fluid being handled. The materials of
construction of the pumps shall be compatible with
the fluid pumped. The Contractor shall be fully
responsible for the applicability, quality and
compatibility of these materials. The selection of
the pumps shall be subject to Owner's approval.
Similar parts of duplicate pumps shall be completely
interchangeable.
Equipment and piping arrangement, and nozzle
orientation, shall be selected for ease of
maintenance and to minimize the dismantling or
removal of piping and electrical connections for
maintenance.
Shafts shall be accurately ground and polished
throughout their entire lengths and furnished with
shaft sleeves. They shall be designed so that the
critical speed will not occur within a safe margin of
operating speed of the pump.
Casings and nozzles shall be designed to withstand a
minimum of 1 1/2 times the pump shutoff pressure.
Wear rings for casing and impellers shall be
replaceable.
In general pumps shall have mechanical seals. Where
packing is utilized the stuffing boxes shall be
integral with pump casing and furnished with lantern
rings and leakoff piping.
Pumps shall be subject to shop inspection and
manufacturer's standard shop tests.
The pumps, motors, baseplates shall be thoroughly
cleaned, primed and finish coated with manufacturer's
standard procedures and paint. Aluminum, galvanized
steel and stainless steel surfaces shall not be
painted.
Equipment shall be furnished with permanently mounted
non-corroding metallic name plates.
Motors shall comply with Section 2.6.19 of this
Exhibit.
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2.5.3.1 Miscellaneous Pumps
The following miscellaneous pumps shall be
provided for the project:
- Two (2) one hundred percent
capacity demineralized raw water
pumps.
- Two (2) one hundred percent
capacity demineralized water
injection pumps.
- Two (2) one hundred percent
capacity retention basin transfer
pumps
- Four (4) fuel oil supply pumps,
with each pump capable of meeting
the maximum fuel oil requirements
of two gas turbines
- Four (4) fuel oil unloading pumps.
The total capacity of all pumps
shall allow the unloading of six
(6), 8,000 gallon, trucks in a one
hour period.
- Two (2) one hundred percent
capacity evaporative cooler supply
pumps.
- One (1) one hundred percent
capacity motor driven fire water
pump.
- One (1) one hundred percent
capacity diesel driven fire water
pump.
- One (1) firewater jockey pump.
Each pump shall be a centrifugal type pump
and shall be mounted together with its drive
on a base plate. The pump shall be connected
to its drive through a flexible coupling
with OSHA approved coupling guard.
The pumps shall be mechanically and
hydraulically balanced.
Pump bearings shall be of the ring oil ball
bearing type with external constant level
lubricating devices.
Where the pumps have vertically split casing
the Contractor shall provide heavy duty,
ANSI design end suction, self-venting
volute, back pullout unit with spacer
coupling.
Where the pumps have horizontally split
casing the suction and discharge connections
shall be located in the lower casing.
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The suction and discharge nozzles shall be
tapped for pressure gauge connections.
Casings shall be provided with vent and
drain connections.
2.5.3.2 Miscellaneous Sump Pumps
If required by design, the following sump
pumps shall be provided for the project.
Pumps shall be provided based on the
Contractor's design.
- Two (2) one hundred percent
capacity oil/water separator sump
pumps.
- Two (2) one hundred percent
capacity fuel oil unloading area
sump pumps.
- Two (2) one hundred percent
capacity demineralized area sump
pumps.
- Two (2) one hundred percent
capacity plant sump pumps.
Sump pumps shall be duplex vertical,
wet-basin submerged, single suction volute
type complete with support plates, motors,
suction strainers, and level control floats.
Pumps shall be enclosed-shaft, fully water
lubricated and designed to preclude oil or
grease from mixing with pumped fluid.
Discharge piping shall extend above cover
plate.
Shaft gland and leakoff piping shall be
arranged to return all leakage to the sump.
Sump pumps shall be provided in each
underground cable vault if required for
adequate drainage.
2.5.4 Air Compressors, Dryers and Accessories
This section covers the design, manufacture,
delivery, unloading and installation of two (2) air
compressors, one (1) air receiver, two (2) air
dryers, controls, and associated accessories.
The plant will be provided with one air system for
both plant and instrument air, with one air receiver
and with all air dried to instrument air
specifications. Adequate controls will be provided to
prevent surges in air demand from causing instability
in the air system.
The air dryer absorber vessels and air receivers
shall have the ASME Code stamps in accordance with
the latest revision of the applicable code.
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The equipment shall be subject to the manufacturer's
standard shop tests prior to shipment.
The air compressors shall be skid mounted, rotary
screw air cooled type units with piping, valves,
fittings, controls, inlet filter, oil reservoir,
water/oil cooler, intercooler, aftercooler and
accessories.
The compressors shall be designed to meet the
following conditions:
- Discharge pressure, psig 125
- Maximum motor speed, rpm 1780
- Capacity Per Contractor's design
The air receivers shall be of the vertical type with
inlet and outlet connections, automatic drains,
instrument connections, safety valves and manhole.
The receiver shall be a minimum of 1,000 gallon
capacity.
The air dryers shall be of the desiccant heatless
type, twin towers on a steel frame, with required
control, valves, piping, instrumentation prefitters
and after fitters. The dryer shall be designed for an
outlet dew point temperature of -40 Deg. F.
All equipment shall be cleaned and shop primed and
finish painted with the manufacturer's standard
paint. All machine surfaces shall be properly
protected against corrosion.
2.5.5 Water Treatment System
This section covers the design and installation of
water treatment system required for the use of truck
mounted demineralizers to be used for supplying
demineralized water for NOx control when burning fuel
oil. Space, piping and support facilities shall be
provide for five, 350 gpm, truck mounted
demineralizers.
The water treatment system shall include, but not be
limited to, the following:
- Piping and valves for the supply of raw
water, discharge of demineralized water, and
initial rinse water discharge.
- Compressed air connections.
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2.5.6 TanksERROR! BOOKMARK NOT DEFINED.
This section covers the design, manufacture,
delivery, unloading and installation or erection of
shop fabricated tanks and field erected tanks. The
tanks shall include, but not be limited to, the
following:
- One (1) demineralized water storage tank
with 7,000,000 gallon storage capacity.
- One (1) raw water storage tank with
2,000,000 gallon storage capacity which
includes 200,000 gallons of Raw Water
Storage Tank reserved for fire water.
- One (1) fuel oil storage tank with 165,000
barrel capacity.
The tank shall be furnished complete including all
interior and exterior coatings, supports, manholes,
gaskets, belts, vents, standpipes, interior and
exterior piping, overflows, wear plates, nozzles,
piping connections, level gauges and as required
ladders, platforms, stairs and walkways.
Tanks shall be designed and constructed in accordance
with applicable codes and standards for each tank and
OSHA. The fuel oil storage tank shall conform to API
650 requirements. The demineralized water storage
tank, and raw water storage tanks shall comply with
AWWA Standard D100.
The water storage tanks shall have a minimum
corrosion allowance of 1/16 inch.
The fuel oil storage tank shall be furnished with a
floating suction, vent flame arrestor and foam
chamber. Piping shall be provided to a safe location
outside of the containment berm for connection of the
foam chamber to a semi-fixed foam system.
All carbon steel tanks shall be thoroughly cleaned
and painted or coated to prevent corrosion. The
exterior of the other carbon steel tanks shall be
finished painted with the color being approved by the
Owner.
2.5.7 Cranes and Hoists
This section covers the design, manufacture,
delivery, unloading and installation of one
maintenance shop hoist for the facility.
The crane and hoists shall be shop primed and finish
painted with manufacturer's standard paint.
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A five (5) ton, electrically operated, monorail hoist
shall be provided in the facility maintenance shop.
The hoist shall include trolley, motors, hoist,
cable, hook, pendant controls and auxiliary
equipment.
The pendant control shall include as a minimum an
"ON/OFF" switch for main power, separate "UP" and
"DOWN" buttons for hoist and separate "FORWARD" and
"BACKWARD" buttons for trolley.
2.5.8 Fire Protection System
This section covers the engineering, design, and
installation of the fire protection systems and
equipment for the project. The Contractor shall
perform all engineering and design, and furnish,
install and test the fire protection system specified
in Exhibit A in accordance with applicable NFPA codes
and standards, local codes, authorities having
jurisdiction, and the Owner's insurance carrier
requirements. All system components shall be UL
listed and FM approved for fire service.
The major components of the fire protection system
shall be in accordance with Exhibit A.
A fire detection and alarm system, per NFPA and local
requirements, shall be provided throughout the plant
to provide early warning and personnel safety. The
detection system shall identify the area and activate
the appropriate equipment. Detection of a fuel oil
tank fire shall be by fixed temperature, explosion
proof type detectors. The control panel shall be
located in the control room.
CO(2) or dry chemical portable fire extinguishers
shall be provided throughout the plant and within
buildings and structures. The extinguishers shall be
sized for one-man operation.
The use of halon gas systems shall not be permitted.
2.5.9 Piping, Valves and Specialties
This section covers the general requirements for
piping systems including valves, fittings and piping
specialties. The Contractor shall engineer, design,
furnish materials and equipment, install, clean and
test all piping systems for the project.
2.5.9.1 General Requirements
All equipment, material, design,
fabrication, erection, inspection, cleaning
and testing shall comply with applicable
state, federal, local and industry codes,
standards, and specifications, including,
but not limited to:
- ANSI B31.1, Power Piping
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- ASME Boiler and Pressure Vessel
Codes, Sections I, V, VIII and IX.
- Pipe Fabrication Institute (PFI)
- American Water Works Association
(AWWA)
- American Society for Testing and
Materials (ASTM)
- American National Standards
Institute (ANSI)
- American Welding Society (AWS)
- Manufacturer's Standardization
Society (MSS)
- American Concrete Institute (ACI)
The Contractor shall perform stress
analysis for all piping 2 1/2 inches and
larger, and 250 DEG. F or higher in
operating temperature, and a pressure over
300 psig. Thermal flexibility analysis
shall be performed for piping 250 DEG. F or
higher in operating temperature in order to
locate hangers, supports, and anchors.
Stress, flexibility, vibration and water
hammer analysis shall be performed as
required by good engineering practice.
The design pressure and temperature for
piping shall be consistent with conditions
established for each system. The design
pressure of a piping system shall generally
be based on the maximum sustained pressure
plus 25 psi. The design temperature shall be
based on the maximum sustained temperature
plus 10 DEG. F.
Above-ground pipelines 2-1/2 inches and
larger shall be provided with an
identification system indicating the pipe
contents and direction of flow. The
identification shall be easily visible and
readable from floors or platforms. The
system used by the Contractor shall be
approved by the Owner.
Insulation and lagging of piping shall
comply with Section 2.5.10.
The exterior of exposed carbon steel piping
which is not insulated or galvanized shall
be cleaned and painted.
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2.5.9.2 Materials
Material selection shall be based on the
design pressure, temperature and service
conditions. Piping materials shall be in
accordance with applicable ASTM and ANSI
standards and local codes. Materials
selected for use with the main cycle systems
shall be free of copper materials to allow
the cycle to be treated at the optimum pH
for corrosion protection of carbon steel
components. Piping materials shall generally
be in accordance with the following:
- CARBON STEEL PIPING. Carbon steel
piping 2-1/2 inches through
28-inches nominal size shall be
seamless ungalvanized ASTM A53 or
A106. Carbon steel piping larger
than 28 inches nominal size shall
be ATSM A672 Grade B70, Class 21,
for steam service, and ASTM A134
(with ASTM A283 plate material) for
cold water service, with the
industrial grades as a minimum.
Schedules, sizes and dimensions
shall conform to ANSI B36.10.
- ALLOY STEEL PIPING. Alloy steel
pipe, including large diameter
special wall pipe, shall be
ungalvanized seamless type. Alloy
steel pipe with a 2-1/4 percent
chromium content shall conform to
ASTM A335, Grade P22. Alloy steel
pipe with a 5 percent chromium
content shall conform to ASTM A335,
Grade P5. Alloy steel pipe with a 9
percent chromium content shall
conform to ASTM A335, Grade P91.
Schedules, sizes and dimensions
shall conform to ANSI B36.10.
- STAINLESS STEEL PIPING. Stainless
steel pipe shall be ASTM A312
Grades TP 304, TP 304L, TP 316, or
TP 316L, seamless piping. All
stainless steel piping materials
shall be fully solution annealed
prior to fabrication. Type 316
materials shall be utilized for
high resistance to corrosion. The
Type 316L materials shall be
utilized for applications requiring
hot working (welding, etc.) when
the piping will handle solutions
that are high in chlorides.
Schedules, sizes and dimensions
shall conform to ANSI B36.10 or
B36.19 as applicable.
- GALVANIZED CARBON STEEL PIPE.
Galvanized steel pipe shall be ASTM
A120 or A53. Schedules, sizes and
dimensions shall conform to ANSI
B36.10.
- RUBBER LINED PIPE. Lining materials
for rubber lined carbon steel pipe,
method of application, and lining
manufacturer shall be chosen in
accordance with service
requirements.
- COPPER ALLOY PIPE. Copper alloy
pipe shall conform to ASTM B43,
Seamless Red Brass Pipe.
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- POLYPROPYLENE LINED PIPE.
Polypropylene lined pipe shall be
ASTM A53 steel pipe with an applied
liner of polypropylene.
- FIBERGLASS REINFORCED PLASTIC PIPE.
Fiberglass reinforced plastic pipe
shall be chosen in accordance with
the specific service requirements.
- POLYVINYL CHLORIDE PIPE. Polyvinyl
chloride (PVC) pipe shall conform
to ASTM D1785 or ASTM D2241.
- ALLOY 20 OR ALLOY 20Cb-3. Alloy 20
piping shall conform to ASTM B464
UNSN 08020.
- HIGH DENSITY POLYETHYLENE (HDPE)
PIPE. High density polyethylene
piping shall conform to ASTM D3350.
- DUCTILE IRON PIPE. Underground
ductile iron pipe shall conform to
ANSI A21.51 and AWWA C151.
Aboveground ductile iron pipe shall
conform to AWWA C151 Class 53. Shop
applied cement mortar lining shall
be per AWWA C104.
- CAST IRON SOIL PIPE. Cast iron soil
pipe shall conform to ASTM A74,
Class 5V.
- PRESTRESSED CONCRETE PIPE.
Prestressed concrete pipe shall
conform to AWWA C301.
- STAINLESS STEEL TUBING. Stainless
steel tubing shall conform to ATM
A213, Type 316. All stainless steel
tubing shall be of the fully
annealed type. Stainless steel
tubing for use with tubing fittings
shall not exceed Rockwell B80
hardness.
- COPPER TUBING. Copper tubing 3/8
inch and smaller shall be light
drawn temper tubing conforming to
ASTM B75. Copper tubing 1/2 inch
and larger shall be ASTM B88 Type K
drawn temper. Copper tubing shall
be oxygen free or phosphorus
deoxidized copper. Oxygen bearing
tough pitch copper tubing shall not
be used.
Fittings shall be constructed of materials
equivalent to the pipe with which they are
used, except for polypropylene lined cast
iron or ductile iron fittings which shall be
used with polypropylene lined steel pipe,
and rubber lined cast iron or ductile iron
fittings which shall be used with rubber
lined steel pipe.
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- STEEL FITTINGS. Steel fittings
2-1/2 inches and larger shall be of
the butt welding type and steel
fittings 2 inches and smaller shall
be of the socket welding type.
- BUTT WELDING FITTINGS. The wall
thicknesses of butt welding
fittings will be equal to the pipe
wall thickness. The fittings shall
be in accordance with ANSI B16.9,
ANSI B16.28, and ASTM A234 or ASTM
A403.
- FORGED STEEL FITTINGS. Forged steel
fittings shall be used for socket
weld and steel threaded connections
and shall conform to ANSI B16.11.
- CAST STEEL FLANGED FITTINGS. Cast
carbon steel flanged fittings shall
conform to ANSI B16.5 and shall be
of materials conforming to ASTM
A216 WCB.
- ADAPTERS. Reducing outlet tees
should be used in lieu of specially
designed adapters for branch piping
2-1/2 inches and larger whenever
possible. Specially designed
adapters may be used in lieu of
reducing outlet tees if standard
reducing outlet tees are not
available for the run and branch
sizes specified. Specially-designed
adapters must be postweld heat
treated as specified in ASME B31.1.
Branch connections 2 inches and
smaller shall be made with special
reinforced welding adapters, or
shall be special welded and drilled
pads.
- GALVANIZED PIPE FITTINGS. Fittings
for galvanized steel pipe shall be
screwed malleable iron conforming
to ASTM A197 or grooved per ASTM
A536.
- RUBBER LINED PIPE FITTINGS. Flanged
cast iron or ductile iron fittings
used with rubber lined pipe shall
be lined with the same materials as
the pipe with which they are used.
- BRASS AND BRONZE FITTINGS. Screwed
brass and bronze pipe fittings
shall conform to ANSI B16.15.
Flanged brass and bronze pipe
fittings shall conform to ANSI
B16.24.
- POLYPROPYLENE LINED DUCTILE IRON
FITTINGS. Flanged ductile iron
fittings used with polypropylene
lined steel pipe shall be the
ductile iron fittings conforming to
ANSI A21.10, and shall be lined
with the same material as the pipe
with which they are used.
- FIBERGLASS REINFORCED PLASTIC
FITTINGS. Fittings for use with
fiberglass reinforced plastic pipe
shall be manufactured from
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material of the same type as the
pipe. Joints shall be as required
by the application.
- POLYVINYL CHLORIDE FITTINGS.
Polyvinyl chloride pipe fittings
shall be manufactured from PVC
material of the same type as the
pipe with which they are used. The
fittings shall have socket ends
with internal shoulders designed
for solvent cementing.
- HIGH DENSITY POLYETHYLENE FITTINGS.
High density polyethylene (HDPE)
fittings shall be manufactured from
HDPE material of the same type as
the pipe with which they are used.
The fittings shall have butt fusion
ends.
- TUBING FITTINGS. Stainless steel
fittings shall be used with
stainless steel tubing. Fittings
for use with stainless steel tubing
in sizes smaller than 3/4 inch
shall be of the flareless "bite"
type, and fittings for use with
tubing in sizes 3/4 inch and larger
shall be socket weld type
conforming in general design to
ANSI B16.11. Fitting material and
bursting strength shall be
equivalent to the tubing with which
they are used.
Brass fittings shall be used with
ASTM B75 copper tubing, and shall
be of the flareless "bite" type.
Braze joint fittings shall be used
with ASTM B88 Type K copper tubing
and shall be wrought copper,
bronze, or brass, conforming to
ANSI B16.22.
- DUCTILE OR GRAY IRON FITTINGS.
Fittings for ductile iron pipe
shall conform to AWWA C110.
- CONCRETE PIPE FITTINGS. Concrete
pipe fittings shall conform to AWWA
C301, C303 and C308.
Flanged joints shall be in accordance with
the following requirements.
- FLANGE SELECTION. Flanges mating
with flanges on piping, valves, and
equipment shall be of sizes,
drillings, and facings which match
the connecting flanges of the
piping, valves, and equipment.
Flange class ratings shall be
adequate to meet the design
pressure and temperature values
specified for the piping with which
they are used. Flanges shall be
constructed of materials equivalent
to the pipe with which they are
used.
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- STEEL FLANGES. Steel flanges shall
conform to ANSI B16.5.
Steel flanges 2-1/2 inches and
larger except for grooved pipe shall
be of the weld neck or slip-on type
and all steel flanges 2 inches and
smaller shall be of the socket type.
Slip-on flanges shall generally be
used only when the use of weld neck
flanges is impractical. Steel
flanges shall have raised face
flange preparation. Flat face
flanges shall be used to mate with
cast iron, ductile iron, fiberglass
reinforced plastic, polyvinyl
chloride, or bronze flanges.
Carbon steel flanges shall be of
ASTM A105 material. Carbon steel
flanges shall not be used for
temperatures exceeding 750 DEG. F.
Chromium alloy steel and stainless
steel flanges shall conform to ASTM
A182.
- BRASS AND BRONZE FLANGES. Brass and
bronze screwed companion flanges
shall be plain faced and shall
conform to Class 150 or Class 300
classifications of ANSI B16.24.
Drilling shall be in accordance with
ANSI Class 125 or Class 250
standards.
Compressed fiber gaskets shall be used with
flat face flanges, Class 150 socket weld
flanges, and raised face slip-on flanges.
Spiral wound gaskets shall be used with
raised face flanges, except for Class 150
socket weld flanges and raised face slip-on
flanges. Gaskets containing asbestos are not
acceptable.
Flange bolting shall conform to the
following requirements.
- Alloy steel bolting shall be used
for joining all steel flanges,
except steel slip-on flanges, with
Class 150 or greater ratings.
Bolting shall conform to the
requirements of ANSI B16.5.
Material for studs shall be ASTM
A193 Grade B16 for piping design
temperatures 750 DEG. F and
above, and Grade B7 for piping
design temperatures less than 750
DEG. F.
Material for nuts shall be ASTM A194
Grade 3 for piping design
temperatures 750 DEG. F and
above, and Grade 2H for piping
design temperatures less than 750
DEG. F.
- Carbon steel bolting shall be used
for joining all other flanges,
including steel slip-on flanges, and
shall conform to the following.
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Bolting shall conform to the
requirements of ANSI B16.1 and ANSI
B16.24.
Bolting for bolt sizes 1-1/2 inches
and larger shall consist of threaded
studs and two nuts. Bolting for bolt
sizes less than 1-1/2 inches may be
threaded studs and nuts or bolts and
nuts.
Bolts and nuts shall be heavy
hexagonal head conforming to ANSI
B18.2.
Materials shall be ASTM A307 Grade
B.
- Buried bolting shall be cadmium
plated in accordance with ASTM A165
or zinc plated in accordance with
ASTM A153.
Piping unions shall be of the ground joint
type constructed of materials equivalent in
alloy composition and strength to other
fittings in the piping systems in which they
are installed. Union class ratings and end
connections shall be the same as the
fittings in the piping systems in which they
are installed.
2.5.9.3 Installation
All piping shall be installed in a neat,
rectangular form, except for piping
specifically designated to be sloped. All
piping shall be installed perpendicular or
parallel to the equipment, structures or
floors.
Piping shall not be installed above, or
within a horizontal distance of 3 feet from
electrical equipment. Piping shall be
installed with a minimum of 7 foot 6 inches
of headroom over passageways and walkways
and 10 feet over maintenance aisles. Routing
shall be selected to avoid interference with
locations of lighting fixtures, electrical
trays, rackways or conduits.
Valves shall be installed in such a manner
that they can be operated from floors or
platforms without the use of ladders. Valves
which are inaccessible from a platform or
floor shall be provided with chain operators
to the nearest platform or floor below the
valve.
Vent and drain piping shall generally be in
accordance with the following criteria:
- Vent and drain piping through an
isolation valve to the vent or drain
line termination shall be as
described for miscellaneous piping.
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- Vent connections shall be provided
at all high points in water and oil
piping, and all high points in other
piping including steam lines, which
will be hydrostatically tested.
- Drain connections shall be provided
at all nondrainable points in steam,
water, and oil piping, and all other
piping which will be hydrostatically
tested.
- Drain connections shall be provided
at all control valve stations
between the inlet isolation valve
and the control valve.
- Vent and drain connections shall
normally be provided with isolation
valves. Vents shall normally use
gate or globe valves and drains
shall use gate valves to resist
pluggage, if possible. Vents shall
be provided with screwed caps or
plugs.
- Vent and drain connections that
require frequent operation or which
may discharge significant quantities
of fluid shall be piped to a
suitable drain. Vent or drain
connections that shall normally
require operation at a time when hot
fluids shall be discharged shall be
piped to a safe termination point
(drain funnel or floor area
discharge).
All equipment, piping and valves of a
temporary nature shall be installed in a
safe and workmanlike manner. This shall
include such lines as temporary vents for
hydrostatic test lines, lube oil flush
lines, and all other temporary lines
required to successfully complete the work.
When the temporary piping is no longer
required, the Contractor-furnished temporary
piping shall be dismantled and removed from
the site.
All piping shall be installed so that
excessive or destructive expansion forces
will not exist either in the cold condition
or under conditions of maximum temperatures.
All bends, expansion joints, and special
fittings necessary to provide proper
expansion shall be furnished.
Piping for instrumentation, including gauge
glasses, condensing reservoirs, and
instrument piping to instrument enclosures
shall be installed and shall be certified by
the Contractor to be in accordance with the
latest requirements of the ASME Code.
Where expansion joints are used, anchors or
tie rods shall be installed as required to
prevent damage from the forces generated by
the fluid pressure in the line. Care must be
taken in installing expansion joint anchors
that full design movement is allowed at all
times from maximum to minimum temperatures.
Expansion joints shall be installed in
accordance with the latest requirements of
the ANSI-ASME Power Piping
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Code B31.1 and in accordance with the
recommendations of the expansion joint
manufacturer.
All necessary flange isolating materials and
insulated bushings, unions and couplings
shall be installed as required to properly
isolate below grade piping from above grade
piping at the combustion turbine generator
units. Bolting at insulated flanges shall
consist of studs and nuts with sufficient
stud length to allow at least one full stud
thread protruding through each nut. Sleeves
shall extend into the insulating washers.
After installation, insulated flanges,
bushings, unions, and couplings shall be
tested to determine that the piping is
properly electrically isolated to the
satisfaction of the Owner.
The Contractor shall electrically isolate
the designated piping from connecting piping
and equipment, reinforcing steel, structural
steel, the station grounding system, and
other buried piping.
The Contractor shall not use permanent plant
equipment for erection, testing, lifting,
support, or other similar activity during
erection unless approved by the Owner.
Flange faces shall be thoroughly cleaned and
faces checked and dressed, if necessary,
before making up joints in the field. Bolts
and/or bolt-studs of the proper size and
length shall be used. Identical bolts and
nuts shall be used on each individual joint.
For threaded joints, clean taper threads
shall be cut on the pipe of proper length
and depth to insure the drawing up of a
pressure-tight joint without the use of
packing materials and without excessive
length of male thread showing outside of the
fitting. Cut and threaded ends shall be
reamed and free of burrs or obstructions.
Teflon tape shall not be used on instrument
air system threaded connections.
Prior to erecting fabricated assemblies, the
Contractor shall inspect all exterior
surfaces and interior surfaces, where
possible, for cleanliness, damage, welding,
and coating. Unsatisfactory fabrication
shall be repaired prior to rigging into
position to minimize erection delays.
After rigging and prior to welding, piping
locations shall be checked for conformity to
design dimensions, equipment location, and
weld or gasket gaps by the Contractor.
Approved welding procedures shall be used
and qualified welders shall perform all
welding operations. The Owner shall have the
authority to halt welding operations, if, in
the opinion of the Owner, the above checks
have not been properly made or documented.
Final connections to equipment and valve
flanges or nozzles shall be accomplished by
adjustment of the piping and supports to
provide
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accurate alignment at these joints without
stressing of the pipe, equipment, or valves.
Springing, heating or bending to align the
connection will not be permitted. Welding or
bolting of connections at equipment shall
require the approval of the Owner prior to
starting of this operation, and record of
such approval shall be maintained by the
Contractor.
2.5.9.4 Welding and Joints
Welding procedures, welders, and welding
operators shall be qualified in accordance
with code requirements. Records of the names
of the welders who make each weld shall be
maintained.
Documentation relative to the welder,
welding operator, and procedure
qualification shall be made available at a
location where the work is being performed
and shall be available for audit.
Site facilities shall be provided where all
welders shall perform qualification tests.
The Contractor shall provide for on-site
weld qualifications.
Welding shall be performed using an electric
arc welding process. Only the following
welding processes shall be permitted,
subject to proper code qualification.
- Shielded metal arc
- Gas tungsten arc
- Flux cored arc (except
self-shielded electrodes)
- Gas metal arc (except
short-circuiting transfer mode)
- Submerged arc
Field welds in piping systems requiring a
high degree of cleanliness and a relatively
smooth contour at the inside of the welded
joint (Compressed Air, Lube Oil) shall be
made using the gas tungsten arc process for
the first welding pass. The remaining weld
passes shall be made using one of the
processes listed above. All gas tungsten arc
welds shall be made with the addition of
filler metal.
The application of heat to correct weld
distortion and dimensional deviations in
austenitic stainless steels shall be
prohibited.
Preparation of weld ends and fit-up shall be
in accordance with the requirements of PFI
standards. Base metals for butt weld joints
shall be
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prepared by machining or mechanized oxygen
cutting. In specific instances where the use
of the above equipment is impractical,
permission must be secured if hand oxygen
cutting is to be substituted. All slag and
irregularities shall be removed from oxygen
cut ends and hand cut ends shall be ground
smooth.
Backing rings shall not be used in any
piping system without approval of the Owner.
Backing rings, where allowed by Owner, shall
be of the flat split ring type. The material
of the backing rings shall be compatible
with the composition of the pipe with which
it is used.
Welding preheat and interpass temperature
shall be maintained in accordance with the
requirements of the applicable code.
Electric or gas heat sources which provide a
uniform application of heat over the weld
area shall be used in accordance with ASME
B31.1 Section 1.3.1.
Stress relieving of all welds shall be
performed in accordance with the
requirements of the applicable code. All
welding zones, bends, and hot formed
sections shall be fully stress relieved as
required by the code.
Wherever possible, stress relieving shall be
performed by slowly heating the entire
assembly to the specified temperature,
holding the temperature for the required
length of time, and then allowing the
assembly to cool. Where this procedure is
impractical, local stress relieving may be
employed.
Pipe bending shall be used only when
specifically required or where the use of
elbows is impractical. All bends shall be
smooth, without buckles, and truly circular.
The allowable flattening, as determined by
the difference between the minor and major
axes, shall not be greater than 5 percent of
the nominal diameter. Allowance shall be
made for thinning of the pipe wall in
accordance with the requirements of
Paragraph 102.4.5 of the ASME B31.1 to
assure that minimum wall thickness after
bending is not less than the minimum wall
thickness required.
All lugs, ears, and other attachments for
support of piping shall be welded to the
piping. Attachments for piping systems which
must be stress relieved shall be welded to
the pipe prior to final stress relieving.
Attachments on shop fabricated piping which
must be stress relieved shall be shop welded
to the piping.
BRAZED JOINTS. Brazing shall be accomplished
in accordance with the requirements
specified in ASME B31.1. Brazing filler
metals shall be either silver or
copper-phosphorus alloys. Filler metals
containing phosphorus shall not be used for
brazing steel or nickel base materials.
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FIBERGLASS REINFORCED PLASTIC PIPE JOINTS.
Joints in fiberglass reinforced plastic
piping shall be as required by the
application. All joints shall be made by
certified joiners. Individual joiners shall
be trained and certified by the manufacturer
for the specific pipe brand, type of joint,
and pipe sizes to be used.
PVC PIPE JOINTS. Joints in polyvinyl
chloride (PVC) pressure piping shall be of
the solvent cemented type and shall be
carefully made using methods recommended by
the pipe manufacturer. All joints shall be
seal welded after solvent cementing by using
PVC filler rod and hot air welding equipment
designed for this purpose. The above
requirements do not apply to plumbing,
piping or underground push joint PVC pipe.
HDPE PIPE JOINTS. Joints in High Density
Polyethylene (HDPE) pipe shall be of the
butt fusion weld type and shall be made in
accordance with the manufacturer's
procedures.
2.5.9.5 Inspection and Testing
Inspection and testing of piping shall be
performed in accordance with the
requirements of the applicable code, and in
accordance with the following criteria.
Pressure testing of piping assemblies,
including hydrostatic, pneumatic, and
in-service leak testing, shall be performed
on the system assemblies upon the completion
of erection. Shop leak testing of piping
shall not be required. Underground piping to
be tested shall be tested prior to covering
the line, except for underground push joint
piping.
Hydrostatic testing of all piping, except as
otherwise discussed herein or for which a
pneumatic leak test will be provided, shall
be performed with cold water at 1-1/2 times
the design pressure of the piping.
During pipe system pressure tests, large
safety valves shall be gagged. Small safety
and relief valves shall be temporarily
removed and replaced by plugs, caps or blind
flanges. Provision shall be made to limit
the maximum pressure applied during pressure
tests. Increasing the spring compression on
safety valves shall not be permitted. Test
pressure shall be maintained for a
sufficient length of time to permit
inspection of all joints and connections.
Piping that will be hydrostatically tested,
but which would be adversely affected by
rust, shall be tested with
chemically-treated water. After the
completion of testing and acceptance, this
piping shall be dewatered and dried. This
shall generally include high-pressure
(design pressure above 150 psig) compressed
gas piping and other high-pressure systems
requiring a high degree of cleanliness.
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Pneumatic testing shall be provided for all
pressure piping that should not be subject
to water filling. This shall generally
include the following piping:
- Lube oil transfer piping
- Low-pressure (design pressure less
than or equal to 150 psi)
compressed gas piping conveying
carbon dioxide, nitrogen, and
chlorine
- Station air and control air piping
Lines to be leak tested by pneumatic testing
shall be given an application of a leak
detection fluid which shall reveal the
presence of leaks by an easily visible
means, such as bubble formation. The
pneumatic test pressure shall generally be
limited to 100 psig, with the chemically
treated water hydrostatic test to be
preferred for higher pressure applications.
For pneumatic tests with a code required
test pressure that is above 100 psig, the
piping shall be completely tested at 100
psig before the pressure is elevated to the
final value.
Leak tolerances in control and instrument
piping shall be determined in conformance
with ISA Tentative Recommended Practice
RP-7.1. Instruments shall be protected
against overpressure during testing of
piping.
Nondestructive testing shall generally
include visual, radiographic, magnetic
particle and liquid penetrant, and
ultrasonic examinations. Visual examination
of welds shall be performed by personnel
qualified and certified in accordance with
AWS QC1, Standard for Qualification and
Certification of Welding Inspectors.
Radiographic examination shall be performed
on welds requiring examination under the
code. Magnetic particle and liquid penetrant
examination shall be performed as required
by the applicable code. Ultrasonic tests
shall be performed as required by the
applicable code.
The exterior and interior surfaces of all
piping shall be thoroughly cleaned of all
sand, mill scale, greases, oils, dirt, and
other foreign materials. The interior
surfaces of carbon steel piping if used for
lubricating oil systems shall be pickled.
After drying, a suitable rust preventive
shall be applied to the inside of the pipe.
The rust preventive shall be readily soluble
in oil for oil piping and water soluble for
water and steam piping.
During field assembly, foreign matter shall
be removed from the piping and associated
equipment as the work progresses. Protective
plastic covers shall be placed and
maintained over open piping or equipment
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connections to prevent the introduction of
extraneous material. The Contractor shall
make every effort to keep the plastic covers
in tact during construction and shall make
any and all repair necessary to maintain the
plastic covers.
The Contractor shall furnish supervisory
services, all labor, temporary piping and
specialties, special equipment, and
chemicals required to cold flush, and
chemically clean, as required, the piping
systems. The cleaning of the piping systems
is for the purpose of removing oil, grease,
mill scale, and debris as would be found in
a newly erected system.
The Contractor shall submit detailed
procedures to the Owner for approval at an
appropriate time prior to the cleaning
operation.
After approval of hydrostatic tested piping,
the Contractor shall flush until clean the
systems not chemically cleaned with cold
service, demineral- ized or other clean
water. Water for flushing will be supplied
in sufficient quantity and at adequate
pressure (system pumps or other means) to
suit the flushing requirements. Systems
which will operate with air or gas shall be
blown out with dry air or gas.
When the flushing medium is water, the
system shall be flushed until the discharge
is free of turbidity and color. The
Contractor shall provide temporary strainers
to protect all pumps. During flushing
operations, the Contractor shall
periodically remove and clean temporary and
permanent strainers. Should differential
pressures or restricted flow indicate the
presence of a major obstruction in the
system, the Contractor shall dismantle
portions of the system required to locate
and extricate the obstruction. After Owner's
approval of cold flushing, the Contractor
shall remove, clean and replace strainers,
remove the temporary piping and supports,
make up all final connections, and prepare
the systems for operation.
Water used for flushing and cleaning shall
be disposed of in compliance with
environmental permits, state and local
regulations, and with the Owner=s approval.
After completion of cleaning and flushing
procedures, the Contractor shall remove
temporary piping and appurtenances, replace
valve covers using new gaskets, and make
final piping connections and adjustments to
place the piping systems in first-class
operating condition.
2.5.9.6 Pipe Supports and Hangers
The term "pipe supports" includes all
assemblies such as hangers, floor stands,
anchors, guides, brackets, sway braces,
vibration dampeners,
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positioners, and any supplementary steel
required to attach pipe supports.
All support materials, design, and
construction shall be in accordance with the
latest applicable provisions of ANSI B31.1,
Power Piping.
Support assemblies shall have a minimum
yield strength safety factor of two, and a
minimum ultimate strength safety factor of
four. The safety factor shall be relative to
either the minimum service strength, or the
load, whichever is greater.
Structure attachment components shall be
fastened by welding or bolting. Pipe
supports shall be attached to concrete by
cast-in-place studs or plates. Where it is
not practical to cast studs or plates into
the concrete, anchor bolts with a minimum
pullout safety factor of five shall be used.
Pipe attachments shall generally be pipe
clamps or lugs. Pipe attachments shall be
rigid relative to the piping and insulation
and shall extend sufficiently outside
insulation, if any, to permit free
installation and operation of other support
components. Insulation saddles, securely
attached by welding or bolted clamps, shall
be used where required to prevent damage to
insulation. No welding will be allowed on
lined piping. On piping other than steel or
iron, the piping manufacturer's
recommendations shall be followed.
Turnbuckles shall be provided near the
center of rod assemblies unless the
arrangement provides other means of vertical
adjustment under load. Turnbuckles and other
threaded adjustment components shall be
provided with locknuts.
Except as approved otherwise, spring
assemblies shall be enclosed and shall have
a load and position indicator scale.
Counterweight supports shall not be used.
Spring assemblies which support the pipe by
use of an intermediate rod shall incorporate
an adjustable rod coupling or turnbuckle
with locknut. Spring assemblies shall be
suitable for inside or outside installation.
A field adjustment feature for varying
support effort shall be provided on spring
assemblies. Spring assemblies shall be
provided with a means to lock the springs.
When so locked, the assemblies shall be
capable of carrying any hydrostatic test or
chemical cleaning load. Locking devices for
spring assemblies on steam piping requiring
hydrostatic test shall be attached to the
spring casing by means of pins or chain.
Spring housing shall have nameplates with
permanently stamped markings indicating
their corresponding hanger number.
Support component and materials shall be
suitable for service at the operating
temperature of the pipe to which they are
attached. Where
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support components temperature is below
750oF, component material shall be carbon
steel. Where support components temperature
is 750oF to 950oF, components material shall
be chromium-molybdenum alloy steel equal or
better than ASTM A335 P11.
2.5.9.7 Valves
Control Valves are specified in Section
2.7.3.7.
Valve pressure classes, sizes, types, body
materials, and end preparations shall
generally be as described herein. Special
features and special application valves
shall be utilized where required. Valves
having butt weld, flanged, socket welded, or
screwed connections shall have ends prepared
in accordance with the applicable ANSI
standards. Steel flanges shall be raised
face type unless otherwise required. Cast
iron and bronze flanges shall be flat faced
type.
Steel body gate, globe, angle, and check
valves shall be designed and constructed in
accordance with ANSI B16.34 as applicable.
Valve bodies and bonnets shall be designed
to support the valve operators (handwheel,
gear, or motor) with the valve in any
position without external support.
STEEL BODY VALVES 2 INCHES AND SMALLER.
Steel body valves 2 inches and smaller will
have forged steel bodies with socket weld
ends. Forged steel valves complying with the
standards and specifications ASME B31.1
shall be used within the manufacturer's
specified pressure temperature ratings. The
use of Class 1500 and 2500 forged steel
valves will be limited in accordance with
the pressure temperature ratings specified
in ANSI B16.34, and the criteria established
in MSS SP-84.
STEEL BODY VALVES 2-1/2 INCHES AND LARGER.
Steel body valves 2-1/2 inch and larger
shall have cast steel bodies with butt weld
ends. The face-to-face and end-to-end
dimensions shall conform ANSI B16.10. The
use of these valves shall be in accordance
with the pressure temperature ratings
specified in ANSI B16.34 as applicable.
Gate, globe and angle valves shall be
provided with back seating construction.
Gate, globe, and angle valves shall be
outside screw and yoke construction. Gate
valves 4 inches and larger shall have
flexible wedge disks. Split disks shall not
be permitted. Valves shall have full size
ports, except where venturi ports are
specifically permitted. The use of valves
with venturi ports shall be limited to
selected large diameter, high-pressure valve
applications.
Check valves used on pump discharge
installations, and on other applications in
which the valves may be subjected to
significant reverse
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flow water hammer or fluid surges, shall be
of the non-slam tilting disk type. All other
check valves shall be of the guided piston,
swing disk, or double-disk spring check
type. The use of double-disk spring check
valves shall be limited to 14-inches and
larger cold water services. All check valves
shall be designed for installation in either
horizontal or vertical piping with upward
flow. Stop check valves, where specified,
shall be Y-pattern globe type.
IRON BODY VALVES. Iron body gate, globe, and
check valves shall have iron bodies and
shall be bronze mounted. The face-to-face
dimensions shall be in accordance with ANSI
B16.10. These valves shall have flanged
bonnet joints. Gate and globe valves shall
be of the outside screw and yoke
construction. Body seats shall be of the
renewable type. Gate valves shall be of the
wedge disk type.
BUTTERFLY VALVES. Rubber-seated butterfly
valves shall be generally constructed in
accordance with AWWA C504 Standard for
Rubber-Seated Butterfly Valves. The valves
shall also generally conform to the
requirements of MSS Standard Practice SP-67,
Butterfly Valves. Valves of the wafer or
lugwafer type shall be designed for
installation between two ANSI flanges.
Valves with flanged ends shall be faced and
drilled in accordance with ANSI B16.1. The
selected use of butterfly valves shall be in
accordance with the pressure temperature
ratings specified in AWWA C504and the
pressure temperature ratings specified by
the manufacturer.
BRONZE BODY VALVES. Bronze gate and globe
valve 2 inches and smaller shall have union
bonnet joints and screwed ends. Bronze gate
and glove valves used in control air service
shall have braze joint ends. Gate valves
shall be inside screw, rising stem type with
solid wedge disks. Globe valves shall have
renewable seats and disks.
Bronze check valves 2 inches and smaller
shall be Y-pattern swing disk type or guided
piston type designed for satisfactory
operating in both horizontal piping and
vertical piping with upward flow.
Bronze valves 2-1/2 inches and larger shall
have bolted flange bonnet joints and flanged
ends. Gate and globe valves shall be of the
outside screw rising stem construction. Gate
valves shall have either integral or
renewable seats. Globe valves shall have
renewable seats.
The use of these valves shall be in
accordance with the pressure temperature
ratings specified by the manufacturer and in
accordance with the criteria established in
MSS SP-80. Bronze valves shall generally be
Class 200, and shall be limited to service
with piping systems having design pressures
of 200 psi or less, and design temperatures
of 150 F or less.
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PLUG VALVES. Plug valves shall be of the
eccentric, lubricated, or Teflon sleeve plug
type, as required by the service. Plug
valves bodies shall conform to the
requirements of ANSI for dimensions,
material thicknesses, and material
specifications. Bonnets shall be of the
bolted flange type. Body ends shall be
flanged, faced, and drilled for installation
between ANSI flanges. The use of these
valves shall be in accordance with the
pressure temperature ratings specified by
the manufacturer.
BALL VALVES. All ball valves shall have full
area ports, Teflon seats and seals, and
chrome plated carbon steel or stainless
steel balls. Ball valve bodies 2 inches and
smaller shall have threaded end connections.
Ball valves 2-1/2 inches and larger shall
have flanged ends. The valves shall not
require lubrication.
DIAPHRAGM VALVES. Diaphragm valves shall be
straightway or weir bodies with flanged ends
faced and drilled for installation between
ANSI flanges.
POLYVINYL CHLORIDE (PVC) AND CHLORINATED
POLYVINYL CHLORIDE (CPVC) VALVES. PVC and
CPVC valves will be constructed entirely
from polyvinyl chloride, chlorinated
polyvinyl chloride, and Teflon. Bodies will
be double entry flanged or true union
screwed type.
VALVE OPERATORS. Valves shall be provided
with manual or automatic operators as
required for the service application and
system control philosophy. Automatic
operators shall be motor, piston, or
diaphragm type. Manual operators shall be
lever, handwheel, or gear type, with the use
of lever operators to be limited to valves
requiring a maximum of 90-degree stem
rotation from full open to full closed
position on valve sizes 6 inches and
smaller. All operators shall be sized to
operate the valve with the valve exposed to
maximum differential pressure. The force
required to manually operate valves shall
not exceed 75 pounds. Isolation valves
installed in areas inaccessible to platforms
shall be furnished with chain wheels. Large
motor operators on small bore piping will
require additional support.
VALVE SPECIAL FEATURES. Valves shall be
provided with locking devices, handwheel
extensions, vacuum service packings, limit
switches, and other special features as
required. Locking devices, when furnished,
shall allow the valve to be locked either
open or closed with a standard padlock.
Limit switches, when furnished, shall be
provided for the open and closed position of
the valve.
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All valve bonnets for valves potentially
exposed to high temperatures (over 150 F)
shall be provided with internal drains. The
drains shall prevent the bonnets from being
exposed to excessive pressure when the
bonnet is full of water and the valve is
exposed to elevated temperatures.
Valves used for isolation purposes shall be
designed for as tight a shutoff as
practical.
Valves shall not be equipped with bypasses
unless specifically required.
2.5.9.8 Specialties
The Contractor shall furnish and install
miscellaneous mechanical specialties
including, but not limited to, the
following:
- Expansion joints
- Strainers
- Safety and relief valves
EXPANSION JOINTS. Expansion joints shall be
suitable for the pressure, temperature and
axial/lateral movements required by the
system design. All joints shall be designed
for full vacuum. End connections, size and
material shall be compatible with adjacent
piping or equipment.
Metal expansion joints shall have stainless
steel bellows and carbon or alloy steel pipe
ends. Bellows shall be ASTM A-316 stainless
steel. Joints shall be supplied with
internal liners, protective outer shrouds
and restraining rods. Metal expansion joints
shall conform with Expansion Joint
Manufacturer's Association (EJMA), ASME, and
ANSI standards.
Rubber expansion joints shall be constructed
of multiple layers of fabric duck
impregnated with rubber and reinforced with
steel as required. Expansion joints shall be
furnished with tie rods. Rubber expansion
joints shall be in accordance with Rubber
Expansion Joint Division of the Fluid
Sealing Association.
STRAINERS. Strainers shall be furnished and
installed based on system requirements. This
shall include all permanent and temporary
start-up strainers. Strainer type, size,
body material and inlet/outlet connections
shall be selected based on system design
requirements. Basket strainers shall be in
accordance with applicable ASME and ANSI
standards. All strainer bodes, except tee
type strainers, shall have tapped and
plugged drain connections.
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SAFETY AND RELIEF VALVES. Safety and relief
valves shall be provided as required to
protect piping systems and equipment and as
required by code. The valve type and
materials of construction shall be selected
based on system pressure and temperature
requirements. The valves shall be designed
to allow an adjustment range of 10 percent
above and below set pressure. All valves
shall be designed to relieve to atmospheric
pressure unless a back pressure or
differential is required. Relief valve vent
stacks for steam service shall be sized to
prevent blowback and shall be routed
vertically and away from platforms and
walkways for personnel safety.
2.5.10 Insulation and Lagging
The insulation and lagging to be applied to piping,
equipment, and ductwork for the purposes of reducing
heat loss, reducing sweating, and personnel
protection shall be in accordance with the following
criteria.
2.5.10.1 Insulation Materials and Installation
Insulation materials shall be inhibited and
of a low halogen content so that the
insulation meets the requirements of
MIL-I-24244 Amendment 3 regarding
stress-corrosion cracking of austenitic
stainless steel. Insulation materials shall
contain no asbestos.
All piping shall be insulated as required to
meet OSHA requirements. All piping operating
above 140oF shall be insulated with calcium
silicate molded insulation, mineral fiber
insulation, or high density fiberglass.
Equipment and ductwork operating at elevated
temperatures shall be insulated with calcium
silicate block or mineral fiber block
insulation.
For equipment operating above 140oF where
retention of heat is not necessary for
proper and efficient operation, insulation
or other measures such as guards will be
provided for personnel protection only.
Mineral fiber block insulation for use on
equipment surfaces shall be in accordance
with ASTM C612, Class 3, and have a density
of 8 to 12 pcf.
Mineral fiber blanket insulation shall not
be used, except for selected applications
for practicality.
Insulating cements shall be mineral fiber
thermal insulating cements and will conform
with ASTM C195.
Antisweat insulation shall be flexible
elastomeric cellular thermal insulation.
Above grade indoor water piping will be
provided with
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antisweat insulation. Outdoor antisweat
insulation will be protected with paint
or lagging in accordance with the
manufacturer's recommendations.
Piping and small diameter cylindrical
equipment insulation shall be hollow
cylindrical shapes split in half lengthwise,
or curved segments. Large diameter
cylindrical equipment and other items of
equipment shall be insulated with block or
scored block insulation as required to
obtain a close fit to the contour. Pipe
fittings and accessories shall be insulated
using either molded insulation or by
insulation fabricated from straight pipe
insulation segments.
Weatherproof protective coatings shall be
applied in accordance with the
manufacturer's recommendations.
Insulation shall be securely tied and laced
in place with stainless steel wire. Blocks
shall be reinforced on the exterior face
with expanded metal, if necessary, to
prevent sagging or cutting of insulation by
lacing wire.
Studs used for attachment of insulation
shall be Nelson stainless steel studs in
lengths suitable for the insulation
thickness. Studs shall be spaced on centers
not exceeding 12 inches. Washers for
attachment of lacing wire shall be spaced on
centers not exceeding 18 inches. All block
insulation shall have joints broken and
pointed up with plastic insulation.
Ducts with external stiffeners shall have
insulation installed between the stiffeners,
and a second layers of insulation installed
thereon, so that stiffeners are insulated
and a level surface achieved.
Vertical runs of piping shall utilize
support lugs and collars to prevent slippage
of the insulation.
2.5.10.2 Lagging Materials and Installation
All insulated surfaces of equipment,
ductwork, piping, and valves shall be lagged
except for antisweat insulation.
All aluminum lagging shall be stucco pattern
embossed. Ribbed or fluted aluminum lagging
for equipment and ductwork shall be
0.040-inch minimum thickness. Flat aluminum
lagging shall be 0.050-inch minimum
thickness, except in areas where personnel
may walk thereon. In these areas, 0.080-inch
minimum thickness shall be used, unless
steel walkways are provided.
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Piping lagging shall be stucco embossed
finish sheet aluminum, 0.020-inch minimum
thickness on applications up to 13-inch
outside diameter, and 0.024-inch minimum
thickness on all other applications.
Outdoor lagging shall be installed to secure
a weatherproof installation. Lagging shall
be carefully fabricated and fitted to ensure
a neat appearance. Open ends of all fluted
sections shall be provided with tight
fitting closure pieces.
All areas of contact between dissimilar
metals shall be protected against galvanic
corrosion by a suitable insulating coating.
All lagging on curved surfaces shall be
machine rolled and formed to fit the
insulation curvatures. All joints shall be
lapped a minimum of 2 inches and placed to
shed water.
Removable insulated covers shall be provided
over all equipment manholes. Access doors
through lagging will be provided as
required.
All lagging shall be secured in place using
panhead self-tapping screws, fitted with
neoprene washers. All joints shall be placed
to shed water. On outdoor piping, in
addition to screws, lagging will be secured
by machine attached stainless steel bands
spaced on not greater than 24-inch centers.
Top horizontal surfaces of designated ducts
and designated areas on equipment shall
generally be provided with a system of
walkways to prevent damage to the lagging
during operation and maintenance. Walkways
generally shall be constructed of grating
and shall be supported directly from the
duct or equipment with specially designed
support lugs on not greater than 24-inch
centers. Support lugs shall be attached to
the ducts or equipment prior to placement of
insulation and lagging. Grating shall be
attached to the support lugs with flathead
countersunk screws.
2.5.11 Heating, Ventilation and Air Conditioning (HVAC)
This section covers the design, furnishing,
installation, testing and balancing of air
conditioning, heating and ventilation equipment,
systems and accessories for the plant. The HVAC
systems shall include, but not be limited to, the
following:
- The control room and electronics/computer
room shall be heated, cooled and ventilated
by a duct system with two, 100 percent
redundant packaged air handling units.
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- All offices, restrooms, locker rooms,
reception area, lunchroom, conference room
and electrical and instrument shop shall be
heated, cooled and ventilated with packaged
air handling unit(s).
- The motor control center (MCC) room,
switchgear room, and other electrical
equipment rooms shall be ventilated by duct
work and fans and heated with unit heaters
as required to maintain the design
temperatures.
- The maintenance shop shall be ventilated
with ductwork and fan system. Unit heaters
shall be installed to maintain minimum
temperature.
- Exhaust fans shall be provided in restrooms,
locker rooms, and battery room.
All equipment, material, design, fabrication,
erection, start-up and testing shall conform to
applicable local building codes and the following
industry codes and standards.
- American Society of Heating, Refrigeration
and Air Conditioning Engineer (ASHRAE)
- Air Moving and Conditioning Association
(AMCA)
- Air Filter Institute (AFI)
- Air Diffusion Council (ADC)
- Sheet Metal and Air Conditioning Contractors
National Association (SMACNA)
- ASME, ANSI, ASTM, NEMA, NFPA and OSHA.
The various HVAC systems shall be designed for the
following conditions:
- Ambient Air Design Conditions:
Summer: 95 DEG.F DB, 78 DEG.F WB
Winter: 18 DEG.F DB, 15 DEG.F WB
- Building Design Conditions (Indoors):
<TABLE>
<CAPTION>
SUMMER WINTER
------ ------
<S> <C> <C>
Control/Electronic Rooms 78 DEG.F 70 DEG.F
Office Area 78 DEG.F 70 DEG.F
Conference/Lunch Rooms 78 DEG.F 70 DEG.F
Electrical/I&C Maint. Shop 78 DEG.F 70 DEG.F
Water Treatment Bldg 104 DEG.F 50 DEG.F
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Maintenance Shop 104 DEG.F 50 DEG.F
MCC/Switchgear Rooms 104 DEG.F 50 DEG.F
Warehouse 104 DEG.F 50 DEG.F
</TABLE>
- The relative humidity shall not exceed 60%
in the control/electronic rooms, office
area, locker rooms, restrooms, lunch room,
Conference room, laboratory and electrical
I&C maintenance shop.
Ductwork shall be constructed of galvanized sheet
steel and in accordance with SMACNA standards.
Plenums, ducts, equipment shall be acoustically lined
internally to prevent noise transmission. The liner
shall be semi-rigid fiberglass with high density
matte faced fire resistant coating.
Dampers shall be provided to permit balancing of the
systems, prevent back drafts and fire rated
isolations in walls and floors. All fire dampers
shall comply with NFPA 90A and local regulations and
shall carry UL label. Ceiling diffusers and return
air grilles in finished areas shall be lay-in type.
A complete system of automatic temperature control
hardware, thermostats, valves, dampers and associated
controls shall be provided for each system.
Thermostats and control switches shall be installed
in readily accessible locations.
The Contractor shall have the HVAC systems checked
and tested by an independent agency specializing in
balancing and testing HVAC systems.
Ventilation inlet areas to the water treatment
building, boiler feed pump building(s), maintenance
shop, MCC/switchgear room(s), and warehouse shall
have removable and cleanable 3 micron filters.
2.5.12 Plumbing
This section covers the design, furnishing of
equipment and materials, installation, testing and
placing into service of plumbing systems for the
project. This shall include, but not be limited to,
the following:
- Plumbing fixtures, equipment, piping,
fittings and hardware for restrooms, locker
rooms, sanitary facilities and potable water
system
- Hot water heater
- Electric water coolers
- Piping, fittings and hardware for chemical
waste system
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- Piping, fittings and hardware for roof and
floor drain systems
- Emergency shower and eye wash stations
- Backflow preventers and water meters
- Wall hydrants and hose bibbs
All equipment, material, design, installation,
testing and placing into service shall comply with
applicable plumbing and building codes and industry
codes and standards such as ASME, ANSI, ASTM, OSHA
and NFPA.
All restroom, locker room, lunch room and other
sanitary wastes will flow to a septic field in
conformance with local regulations.
Plant roof drains shall carry water to the storm
water drainage system.
Plant floor drains, trench drains and equipment
drains shall discharge to the plant waste water sump.
The waste water shall be pumped to the Plant
retention basin.
Emergency shower and eyewash stations shall, as a
minimum, be installed at the following locations:
- Battery Room
Back flow preventers and water meters for incoming
raw water shall be furnished and installed per the
requirements of the Heard County Water Authority.
Pipe and fittings in accordance with code
requirements, shall be installed for sanitary and
waste water systems. PVC or ABS piping may be used
for above ground vents and drains where permitted by
code. Miscellaneous equipment drains shall be
provided with galvanized or stainless steel metal
funnels fabricated to fit the bell and accommodate
drain lines from nearby equipment.
Potable water piping shall be Type L or K hard copper
with lead free solder joints. Fittings shall be
either wrought copper or cast brass.
Chemical waste drain piping shall be polyvinyl
chloride or fiberglass reinforced plastic as required
by application and allowed by code.
The potable water system shall be hydrostatically
tested, flushed and disinfected per code
requirements.
All waste drain piping shall be leak tested.
2.5.13 Sampling System
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This section covers the engineering, design,
manufacture and installation of a sampling system of
local grab samples for the project.
The sampling system will extract samples from
selected points to enable a chemist to perform
specific analysis.
Manual grab sample points shall be provided on
demineralized water, waste drains, fuel oil and raw
water.
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2.6 ELECTRICAL
2.6.1 General Requirements
The Contractor shall furnish all engineering, design,
labor, materials, equipment, and construction
services required to provide a totally functional
electrical system associated with the project. The
work shall comply with applicable codes and standards
including, but not necessarily limited to, the
following:
- State and local codes, laws, ordinances,
rules and regulations
- Underwriters' Laboratories (UL)
- Factory Mutual System (FM)
- Institute of Electrical and Electronic
Engineers (IEEE)
- National Electrical Manufacturer's
Association (NEMA)
- National Fire Protection Association (NFPA)
- American National Standards Institute (ANSI)
- American Society for Testing and Materials
(ASTM)
- Insulated Cable Engineers Association (ICEA)
- Illuminating Engineering Society of North
America (IES)
- Instrument Society of America (ISA)
- Lightning Protection Institute (LPI)
- Occupational, Health and Safety
Administration (OSHA)
In case of conflict or disagreement between codes and
standards, the more stringent conditions shall
govern.
Area classifications shall be in accordance with NEC
Articles 500, 501, 502 and 503. Enclosures for use
with electrical equipment shall be as follows:
- NEMA 12 for use in unclassified indoor
locations,
- NEMA 3R for use with HVAC equipment in wet
outdoor locations,
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- NEMA 4 for use in wet indoor and outdoor
locations except for outdoor HVAC
equipment,
- NEMA 4X for use in all corrosive locations,
- NEMA 7 for use in all Class I, Division 1 or
2, Group A, B, C or D locations unless other
enclosures are approved and UL-listed for
the application, and
- NEMA 9 for use in all Class II, Division 1
or 2, Group E, F or G and Class III,
Division 1 or 2 locations.
Where UL test procedures have been established for
the product type, electrical equipment shall be
UL-approved and shall be provided with the UL label.
The manufacturer's standard factory-applied paint
coating system(s) shall be provided on all electrical
equipment. Interiors of panelboards, motor control
centers, relay panels, control panels, etc., shall be
either white or light gray.
Electrical equipment shall be provided with
nameplates, appropriate warning signs, and equipment
identification tags.
Equipment shall be installed so it is readily
accessible for operation and maintenance. Equipment
shall not be blocked or concealed. Do not install
electrical equipment such that it interferes with
normal maintenance requirements of other equipment.
Outdoor wall-mounted equipment and indoor equipment
mounted on earth or water bearing walls shall be
provided with corrosion resistant spacers to maintain
1/4 inch separation between equipment and wall.
All openings into outdoor equipment shall be screened
or sealed to prevent the entrance of rodents or
insects.
Concrete foundations or pads shall be provided for
all free-standing electrical equipment not provided
as an integral part of a factory-engineered and
fabricated skid or module. Floor-mounted equipment
shall be mounted on four-inch to six-inch raised
concrete housekeeping pads.
Warning tape shall be placed in the trench directly
over duct banks, direct-buried conduit and
direct-buried wire and cable.
After installation, all equipment shall be tested as
recommended by the manufacturer or as required by
code. A ground-fault performance test shall be
performed as required by NEC Article 230-95(c). All
adjustable protective devices shall be set as
recommended by the Contractor=s System Coordination
Study. Ground continuity shall be verified for all
systems and equipment.
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All surfaces shall be cleaned of dirt and debris.
Touch-up paint shall be applied to all painted
equipment. The interior of all enclosures shall be
thoroughly vacuumed to remove dirt and debris.
Each electrical system shall be designed for maximum
economy consistent with reliability of service,
safety of personnel and equipment, ease of operation
and maintenance, and high efficiency.
Insulation levels, continuous and short circuit
current capabilities, protective relay schemes and
mechanical strengths of all equipment shall be
selected and coordinated in accordance with good
utility and engineering practice.
2.6.2 Power Transformers
This section covers the engineering, design,
fabrication, delivery and installation of main power
transformers (MPT) and auxiliary power transformers
(APT), as shown on the electrical one-line,
Attachment I.
The transformers shall be of the outdoor,
oil-filled, self and forced air-cooled type dual
55/65 DEG. C rating with supplementary fan
cooling. As an alternate to the 4.16kV-480/277 V
oil-filled transformers, the Contractor may
utilize an open, dry-type power transformer. The
main step-up transformers shall be rated such
that the top 55 DEG. C rating shall match the
turbine-generator output at 30 DEG. C ambient
and 0.85 power factor.
Angular displacement of voltages shall be standard as
defined by ANSI C57.12.00, Section 7.2. Note that
bushing numbering may or may not be in accordance
with ANSI C57.12.70.
The audible sound level of each transformer shall not
exceed 85 dBA at three feet when the transformer is
operating at no load, rated tap voltage and rated
frequency in accordance with ANSI C57.12.90.
Oil inside the transformer tank shall be isolated
from atmosphere by means of a positive pressure
inert gas system or an elevated expansion tank
with enclosed air cell. The system shall be
suitable for operation over an ambient
temperature range of minus 37 DEG. C to plus 40
DEG. C. All transformer oil shall conform to the
requirements of ASTM D 3487-82a and ANSI C
57.106. The oil shall be high grade and have no
detectable or measurable amounts of inorganic
acids, alkalines, corrosive sulfurs or PCB's.
Impedances shall be as required by the Contractor to
satisfy electrical equipment fault ratings and comply
with voltage limitations during motor starting and
normal operation. The impedance and the base rating
shall be clearly stated on the nameplate.
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The transformer parts shall be adequately sized,
insulated and braced to meet the short circuit
requirements of ANSI/IEEE Standard C57.12.00 and to
withstand the short circuit test code as defined in
ANSI/IEEE Standard C57.12.90. The transformer shall
be capable of withstanding, without injury, the
mechanical and thermal stresses caused by faults with
110% rated voltage maintained across the terminals of
the HV winding and zero external transformer
impedance used in calculating the short circuit
current; the transformer impedance used shall be the
minimum within tolerances. The thermal time duration
shall be in accordance with ANSI C57.12.00, Sections
10.1.1 and 10.4.
The transformers shall have a high voltage tap
changer suitable for operation from ground level when
the transformers are deenergized. Four full load taps
of two, 22% above and two, 22% below the transformer
nominal kV rating shall be provided. The tap changer
handle shall have provisions for padlocking, and
visible indication of tap position shall be provided.
All control devices and appurtenances for the
transformers shall be provided as required and in
accordance with the specification and shall meet the
requirements of NEMA ICS1 and 2. Additional alarms,
auxiliary contacts, and control devices deemed
necessary or desirable shall be recommended by
Contractor.
All alarms, contacts and control devices shall be
completely connected, and all wiring shall be
connected with closed-ring type terminal lugs to
terminal blocks located in the control cabinet.
Terminal blocks shall be plainly marked to identify
all connections.
All terminal blocks shall be designed to accommodate
control cable of at least size No. 10 AWG and shall
be provided with washer head screws to accept
closed-ring type lugs. All wires shall be identified
at the terminal blocks. All wiring external to the
control cabinet shall be installed in a weatherproof
rigid metallic conduit system.
Two grounding pads shall be furnished, located
diagonally opposite on the transformer case of frame.
Grounding pads shall be made of copper-faced steel or
stainless steel without copper facing (NEMA 2-hole
flat pad). The Contractor shall provide and connect
copper ground cable from the transformer ground pad
to the plant ground system.
The transformer base shall be designed for skidding
or rolling in a direction parallel to either
centerline.
As far as practicable, gaskets below the oil level
shall be eliminated unless isolating valves are
provided to permit replacement of gaskets during
operation.
The tank shall have a welded cover, be suitable for
vacuum filling in the field, and be equipped with
lugs for lifting the complete transformer. One or
more
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manholes shall be provided in the cover. The
transformer shall be provided with jacking lugs with
13-inch minimum lift.
A single core-grounding connection shall be provided
for a core-form transformer. The connection shall be
made to a core-grounding bushing on the tank cover at
a location accessible through a manhole and shall be
removable for test purposes.
The following accessory equipment shall be provided:
1. Detachable radiator coolers with valves,
drain, and vent plugs. The transformer
cooling equipment shall be designed and
arranged to allow individual radiators to be
removed from the transformer without
removing the transformer from service or
draining oil from any other transformer
component.
2. Hot spot resistance temperature detector for
use with the Owner's remote instrumentation.
The RTD shall be a 100 ohm platinum-type
(MPT only).
3. Fault pressure relay (MPT only).
4. Provisions only for gas detection equipment.
5. Cover-mounted pressure relief device with
target visible from ground.
6. Tank-mounted, station-type lightning
arresters on the HV side with a discharge
counter (MPT only).
7. Oil level gauge.
8. Top oil thermometer.
9. If required by design, high voltage bushing
capacitive potential devices (MPT only).
10. Pressure-vacuum bleeder.
11. Pressure-vacuum gauge with maximum pressure
reading between 60 and 100% full scale.
12. Upper and lower filter connection.
13. Drain valve.
14. Oil sampling valve.
Note: If drain and sampling valves are
furnished combined in one unit, the sampling
device shall be on the discharge side of the
main valve and
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a pipe plug for the valve shall be
furnished. The drain valve shall have a
two-inch diameter.
15. Pressure test and gas sampling valve.
16. Vacuum connection.
17. Ungrounded alarm contacts for the following
(MPT only):
a. high oil temperature
b. pressure relief device
c. fault pressure relay
d. hot spot temperature
All control cabinets shall be weatherproof,
fabricated of steel plate of sufficient thickness to
prevent warping or buckling and shall have drip-proof
hoods. All doors shall be vertically hinged and
arranged to permit ready access to the inside of the
control cabinet. Bracing shall be provided for
cabinet and doors, as required, and devices shall be
included to secure doors in the full open position.
Should design of cabinets be such that door width in
excess of 30 inches is required, double doors shall
be provided and the doors shall be hinged for center
opening. All doors shall have latches for the closed
position and shall include provisions for attaching
padlocks. Control cabinets shall be easily accessible
from the ground level. A removable plate shall be
provided in the bottom of each control cabinet to
permit field drilling and installation of control
system conduits. Where two doors are used, a seal
shall be provided at the door interface.
The transformer control cabinets shall be equipped
with a heater. The heater shall be automatically
controlled by an adjustable temperature device set to
maintain the cabinet temperature above the dew point.
A manual control switch shall be provided to activate
and deactivate the space heater. The voltage rating
of the heaters shall be at least twice its operating
voltage of 120 V ac, single phase.
Terminal bushings shall meet the requirements of IEEE
21 and IEEE 24.
All bushing current transformers shall meet the
requirements of ANSI C57.13.
Fire walls shall be provided to isolate each main
transformer and auxiliary transformer from nearby
equipment and buildings.
2.6.3 Dry-Type Transformers
This section covers the furnishing and installation
of dry-type transformers required for distribution
power throughout the plant.
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The transformers shall be indoor, ventilated or
non-ventilated, air-cooled, two winding-type
transformers with a voltage rating of 480V-208/120V,
delta/wye, 60 hertz. The kVA rating shall be as
required by the Contractor's design.
Transformers shall meet or exceed ANSI C89.2 and NEMA
20 requirements.
Taps for the transformers shall be as follows:
- 1 PH, 25 kVA and below. Two, 2% FCAN and
two, 2 percent FCBN.
- 3 PH, 30 kVA and below. Two, 2 percent
FCAN and two, 2 percent FCBN.
- 3 PH, 3 kVA and below. Two, 2 percent
FCAN and four, 2 percent FCBN.
2.6.4 Switchgear
This section covers the engineering, design,
manufacture, installation and testing of 4160 volt
and 480 volt switchgear as required for the project.
The 4160 volt switchgear is to deliver power to the
4000 volt motor and 480 volt auxiliary power system.
The 480 volt switchgear shall deliver power to large
460 volt motors and 480 volt motor control centers.
All equipment furnished shall conform to applicable
standards of IEEE, NEMA, ANSI and OSHA. The
switchgear shall be UL-labeled.
The switchgear shall be designed for use on 4160 volt
or 480 volt, three phase, 60 hertz, three wire,
resistance grounded systems. Grounding may be
provided through a grounding transformer.
Switchgear shall be housed in suitable enclosures for
indoor service and of the metal-clad, drawout type.
Switchgear may be located in weather tight,
walk-through, outdoor enclosures. The arrangement of
breakers and starters shall be determined by the
Contractor.
All switchgear shall have interrupting and bus
bracing ratings that are adequate to withstand the
worst case fault conditions.
The spaces above switchgear and motor control centers
shall be kept free of piping to avoid contaminants
from entering the housings in the event of leaks.
At least one equipped spare breaker of maximum rating
shall be provided for each 4160V switchgear lineup,
and at least one spare feeder breaker and one
equipped spare shall be provided for each 480V SUS
lineup.
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Sufficient space shall be provided to allow easy
withdrawal of breakers for operation or maintenance.
Doors for equipment rooms shall be sized for the
largest piece of equipment to pass through.
All multiple breaker metal-clad switchgear assemblies
shall consist of vertical sections mounted
side-by-side and connected mechanically and
electrically together. Each vertical section shall
consist of separate compartments where all live parts
are completely enclosed within grounded metal
barriers. The switchgear assembly shall be suitable
for bolting to the switchgear room floor.
Each vertical section shall be of rigid
self-supporting steel of welded construction. Access
to high voltage equipment compartments shall be
provided by bolted-on metal covers. Hinged panels
shall enclose the front of the vertical section.
Panels shall be used to mount relays and instruments
and also serve to cover the circuit breaker
compartment. When it is not possible to install all
of the equipment in a breaker unit housing, an
auxiliary unit shall be furnished. The auxiliary unit
shall have no provision for accepting a circuit
breaker and shall be used to house equipment such as
potential transformers, lightning arresters, control
power transformers, etc., as required.
The circuit breaker compartment shall house a
removable circuit breaker element and include primary
and secondary disconnecting contacts. The stationary
primary disconnecting contacts shall be electroplated
copper and recessed within insulated supports.
Automatic safety shutters shall cover the stationary
primary disconnecting contacts when the breaker
element is withdrawn from the connected position.
The instrument compartment shall have a hinged panel
for mounting instruments, control and protective
devices. Terminal blocks, fuse blocks and some
control devices shall be mounted inside the enclosure
on the side sheets. The hinged panel shall have
doorstops to hold the panel in the open position.
Strong hinges of the disappearing or internal type
shall be used in sufficient number per panel to
ensure freedom from sagging, binding, or general
distortion of door or hinged parts. Opening of
adjacent hinged panels to any position shall not
cause shorting or grounding of electric terminals or
damage to panel-mounted equipment.
The main buses shall be enclosed in a metal
compartment with removable front and back covers to
provide accessibility. The bus compartment shall be
designed to permit future extension of the bus.
The cable termination compartments shall have two
side panels bolted to the rear of breaker compartment
along with a roof cover and rear sheet. The rear
sheet shall be bolted to the frame and be easily
removed by removing the bolts. The compartment shall
be suitable for line termination by nonsegregated
phase bus or solderless-type cable connectors.
Insulating clamps shall be furnished to separate the
cables for solderless-type connectors.
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The auxiliary compartment shall be used to mount
current transformers, potential transformers with
associated primary fuses, surge arresters, control
power transformers, etc. Where rollout trays are
provided to mount potential or control power
transformers, the movable carriage shall be equipped
with primary and secondary disconnecting devices,
grounding and a safety barrier. Auxiliary
compartments shall be furnished when all auxiliary
equipment cannot be accommodated in the breaker unit.
The circuit breakers shall be a removable
air-magnetic or vacuum-type circuit breaker element.
Breakers of the same rating shall be interchangeable
and of standard drawout design.
The breakers shall be operated by motor-charged,
spring-type stored energy mechanism. The electric
motor shall be rated at 125 V dc.
The circuit breaker shall be furnished with
mechanical indicators for:
1. Positive indication of the breaker open or
closed position, and
2. Breaker closing spring, charged or
discharged.
The stored energy closing springs shall be suitable
for manual as well as electrical charging, and a
front-operated manual spring charging handle shall be
furnished for emergency charging.
Trip and close levers for manual operation shall be
furnished on the circuit breaker element.
All secondary contact surfaces and the main contact
surfaces of all air magnetic-type circuit breakers
shall be silver-plated and be designed and fabricated
to be self-aligning and to resist burning and
deterioration. No breakers shall be forced cooled.
2.6.5 Motor Control Centers
This section covers the engineering, design,
manufacture, installation and testing of indoor motor
control centers. The motor control centers shall
supply the 480 volt station auxiliary loads. The
equipment shall be suitable for operation on a
480/277 volt, three-phase, 60 hertz, grounded
service.
Motor control centers shall conform to the
requirements of UL 845, NEMA ICS1, NEMA ICS2, NEMA
ICS4, and NEMA ICS6.
Each Motor Control Center shall consist of one or
more vertical sections and shall be designed to
permit future additions, changes, or regrouping. As a
minimum, one equipped spare space for a size 2
starter shall be provided for each vertical section.
In addition, one spare combination starter of each
size and
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type less than size 5 shall be supplied in each Motor
Control Center. The Motor Control Center assembly
shall be of a nonventilating type. All enclosure
vertical sections shall be mounted on continuous
front and back channel iron sills and bolted firmly
together to form a rigid, freestanding, dead-front,
completely enclosed, front line assembly.
Vertical sections shall be formed of manufacturer's
standard gauge sheet steel with uniform, blemish-free
surfaces. Each vertical section may contain a maximum
of six unit compartments. End sections shall have
removable end closing plates, and provisions shall be
provided for access to horizontal bus and horizontal
wireways. Easily removable blank hinged doors shall
cover all unused unit spaces. Bolted covers shall be
furnished on the rear of the section. The vertical
bus and its insulation in the rear section shall be
covered with sheet metal plates suitable for mounting
control and other devices.
Conduit entrance space and wire entry room greater or
equal to cross-sectional area of vertical wireways
shall be provided at both the top and bottom of each
section. Top and bottom horizontal wireways with full
length continuity shall be provided. Wireways shall
be isolated from the bus bars by barriers.
A vertical wireway shall extend from the top
horizontal wireway to the bottom horizontal wireway
for the purpose of routing cables to control units.
The wireway shall be isolated from all units and the
bus bars to guard against accidental contact. A
separate hinged door shall cover the vertical wireway
for easy and safe access to wiring without disturbing
control units. The vertical wireway shall be greater
than a 24 square inch cross sectional area. The
vertical wireway shall have one hole, two inches or
larger per unit compartment, for cables from the rear
of the section to unit compartments. Hole edges shall
be suitably covered to safeguard against injury to
cables.
Each unit compartment shall have a front door,
securely mounted with rugged hinges which allow the
door to swing open to facilitate maintenance. Unit
doors shall be fastened to the stationary structure
so they may be closed to cover the unit space when
the units have been temporarily removed. A panel for
any required pilot devices shall be attached to the
control unit, not the unit compartment door. Panels
for pilot devices shall be furnished even when pilot
devices are not originally specified for control
units. Motor starting and feeder tap unit doors shall
be interlocked mechanically with the unit disconnect
device to prevent unintentional opening of the door
while energized and unintentional application of
power while the door is open. Means shall be provided
for releasing the interlock for intentional operation
while the door is open. Provision shall be made to
lock the disconnect device in the OFF position with
two separate padlocks. The unit disconnect operating
switch shall not be mounted on the unit door. The
disconnect switch shall indicate ON, OFF, and
automatic trip position with the door open or closed.
Means shall be provided for padlocking the unit in
the partially withdrawn and disconnected positions.
<PAGE>
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Each plug-in unit shall be supported and guided so
that unit installation is easily accomplished.
Support and guidance devices shall be easily
transferred from one location to another to
facilitate rearrangement of the Motor Control Center.
Each unit shall be isolated from the bus compartment,
wireways, and adjacent unit compartments by grounded
sheet metal barriers. Hand holds shall be provided on
each unit to facilitate installation and removal.
Wireway holes shall be grommeted.
A continuous main three-conductor copper horizontal
bus shall be provided over the full length of the
control center. Buses shall be mounted edgewise and
supported on insulated bus supports. Front removable
or sliding barriers shall be provided to prevent
accidental contact with the horizontal bus. Bus bars,
removable top plate, and all bolted connections shall
be accessible from the front of each vertical
section.
The main horizontal bus and vertical bus rating shall
be minimum 600 amp and 300 amp rms continuous,
respectively. All buses shall be braced for an rms
symmetrical interrupting current consistent with the
electrical system design (e.g. 25,000 or 42,000
amps).
A continuous copper ground bus capable of carrying
short circuit current shall be rigidly bolted to the
structure across the full length of the Motor Control
Center. Equipment requiring grounding shall be
connected to the ground bus.
Motor Control Centers shall be Class 1, Type B.
Wiring between front unit compartments and
rear-mounted equipment shall be done by the equipment
supplier.
All power wiring insulation shall be 90 DEG. C
thermosetting material, shall be non-propagating and
fire-resistant, and shall meet test requirements of
NEMA WC-3, Part 6. Minimum wire size shall be No. 12
AWG for power cables and No. 14 AWG for control
cables. Wire ties shall be furnished in vertical wire
troughs to group and securely hold wires in place.
A sufficient number of terminal blocks (TB) shall be
installed to provide no less than 20 percent unused
terminal points for Owner's use, distributed
throughout the Motor Control Center. All connections
to internal equipment shall be made on one side of
the TB, and not more than two wires shall be
connected under a single terminal.
A combination motor control unit shall consist of an
external disconnect that operates a molded-case
circuit breaker and a magnetic starter. They shall be
any of the following types: (a) full voltage,
non-reversing, (b) full voltage reversing, or (c)
full voltage, two-speed, one-winding.
Feeder tap units shall be used principally for
non-motor loads. They shall consist of molded-case
circuit breakers. Feeder tap units shall have an
interrupting or
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short circuit rating which equals or exceeds
available short circuit current at the horizontal
main bus.
Circuit breakers of the same frame size shall be
physically interchangeable.
The Contractor shall select appropriate heater sizes
and furnish heater selection tables and time current
characteristic curves. Short circuit withstand
ratings of heaters shall also be furnished by the
Contractor. Overload relays shall be provided with a
manual reset bar for operation from outside the
enclosure. Heater elements shall be front accessible.
By changing heater elements, it shall be possible to
change relay ratings with ease. The heater element
design shall permit its installation only in the
proper position (e.g. not backwards, facing out of
the overload relay). Heater characteristic curves
shall closely resemble the temperature rise curve of
standard induction motors.
One normally closed overload relay contact shall be
furnished in the control circuit. If an overload
condition occurs in any phase, it shall cause the
magnetic relay to trip the starter by opening
normally closed contacts.
Control power transformers shall be the
pressure-molded type. The voltage ratio shall be
600/120 V ac, 60 Hz. Rated secondary current of
control power transformers shall exceed the
continuous duty current of the control circuit. The
transformer VA rating shall be a minimum of 100 VA in
excess of the requirements for the Contractor and
equipment supplier needs.
Each control transformer secondary circuit shall have
one leg fused and the other leg grounded. The
Contractor shall provide time-current characteristic
curves covering all fuse sizes and types.
The Contractor shall furnish safe thermal capability
curves for Control Power Transformers.
Four auxiliary contacts, in addition to holding coil
contacts, two normally open and two normally closed,
shall be provided in each non-reversing motor starter
for interlocking, PCS and Owner's use. Similarly, two
auxiliary contacts, in addition to holding coil
contacts, one normally open and one normally closed,
shall be provided in each contactor in each reversing
motor starter.
2.6.6 NOT USED.
2.6.7 Utility Interconnect and Switchyard
This section covers the engineering, design,
furnishing, installation and testing of the
interconnection of the plant with Georgia
Transmission Corporation Switchyard.
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The one-line diagram included in Exhibit B,
Attachment I shows the overall general arrangement.
The design, procurement and construction of the
switchyard facilities will be by others, except as
noted herein.
The Contractor shall furnish and install the fencing
around the switchyard and the areas around the three
main step-up transformers, and the aggregate
surfacing within the areas.
The switchyard contractor will furnish and install
all equipment and structures from the high voltage
bushings of the main step-up transformers to the GTC
transmission line including the grounding grid in the
switchyard.
2.6.8 Wire and Cable
This section covers the furnishing and installation
of all power, control and instrument cable for the
project. Wire and cable shall comply with ICEA, IEEE,
NFPA, UL, ANSI and IPCEA codes, standards and
specifications.
Cables shall be sized to withstand the anticipated
fault current at the load terminals for the
anticipated fault duration or 0.5 seconds, whichever
is greater.
Cables routed through a combination of different
raceways or environments, such as cable tray,
conduit, underground or high ambient areas, shall be
sized in a manner resulting in the largest conductor
size.
Cable ampacities shall be based upon 125 percent of motor
nameplate rating or maximum running load, whichever is
greater; 125 percent of a transformer's highest continuous
rating; and the maximum ambient temperature to which they
shall be subjected.
Cables shall be suitable for installation in wet or dry
locations, indoors and outdoors, in cable tray, conduit or
duct banks.
Power cable shall be provided with Class B, uncoated, annealed
copper conductor. Control and instrument cable shall be
provided with Class B, uncoated annealed copper conductor.
Medium voltage cable shall be shielded in accordance with ICEA
S-68-516.
The Contractor shall provide cable types as follows:
<TABLE>
<CAPTION>
Cable Type Insulation Jacket (flame retardant)
---------- ---------- ------------------------
<S> <C> <C>
8kV/5kV Single Cond EPR PVC or CPE
shielded Power
600V single cond EPR or XLP PVC, CPE, or None
Power
Multi conductor EPR, XLP CPE or PVC
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Power
Control Cable EPR, XLP, PVC-Nylon CPE or PVC
Instrument Cable EPR/XLP/PVC-Nylon CPE or PVC
Thermocouple XLP, PVC-Nylon CPE or PVC
</TABLE>
Shielding tape for instrumentation cable shall be copper or
aluminum providing 100 percent coverage.
Individual raceway systems shall be established for each of
the following services:
(1) Instrumentation and Low Voltage (GE Level 1)
(2) High Level Signals and Control (GE Level 3)
(3) 480V Power and 120V Control (GE Level 4)
(4) 4.16 kV and higher power cables (GE Level 4s)
Spare instrumentation and control wires at control panels and
motor control centers may be left unterminated. Conductors
shall be left long enough to terminate on any terminal strips.
Conductors shall be taped at both ends.
Control and secondary wiring in the control box shall not be
spliced in the control box. Control and secondary cable that
pass through conduit shall not be spliced inside the conduit.
Weatherproof junction boxes with terminal blocks may be used
to extend secondary wiring passing through conduit.
Every terminal block, every terminal point, and every wire
terminated thereon shall be clearly identified and labeled,
with permanent labels.
Cable and wire shall be color coded per ICEA standards.
Stress cones shall be used on all medium voltage cable.
No wire smaller than #12 AWG shall be used except that pilot
control and signal may be #14 AWG unless ampacity or voltage
drop dictates otherwise.
Termination of wires shall be made with full compression
ring-tongue or spade type with hooked ends lugs with insulated
ferrules.
Each cable type shall be given voltage tests, insulation
resistance tests, conductor resistance tests and flame tests
per applicable codes.
Each medium voltage cable shall be given a high potential test
after installation. All cable shall be given megger and
continuity tests.
<PAGE>
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2.6.9 Conduit, Wireways, Raceways, Cable Tray and Duct Bank
This section covers the design and installation of conduit,
wireways, raceways, cable tray and underground duct tanks for
the project. The Contractor shall furnish and install all
equipment and material required for a complete system and in
accordance with applicable codes.
Above grade conduits shall be galvanized rigid steel conduit,
except that electrical metal tubing (EMT) or intermediate
galvanized steel conduit may be used for indoor concealed
location such as office areas, warehouse, lunch room, locker
rooms, restrooms, etc. Above ground conduit in corrosive areas
shall be PVC-coated galvanized rigid steel. Conduit in duct
banks shall be schedule 40 PVC with steel risers and elbows.
Flexible conduit shall be used for connection of all motors
and instruments. Conduit in duct banks shall be continuously
sloped toward manholes to prevent accumulation of water within
the conduits.
Cable tray shall be either hot-dipped galvanized steel or
extruded aluminum alloy with an inside depth of three inches
and an overall depth of four inches.
Wireways shall be aluminum and of the lay-in type with
full-length hinged covers.
Conduit and cable tray shall be sized in accordance with NEC
requirements. Cable tray, conduit and cable shall be installed
in accordance with recommendations contained in IEEE Standards
422, 518 and 525. Conduit smaller than [X]-inch shall not be
used except that 2-inch conduit may be used for connection to
control devices, thermocouples and light fixtures. Maintain
adequate spacing between conduits and cable trays for
different types of wiring to prevent noise interference among
high, medium and low susceptibility wiring and medium and low
voltage power feeders.
Cable tray systems shall be utilized within the facility
wherever possible. Separate cable trays shall be provided for
instrumentation, control, and power cable, 480 volts and
higher.
Cable tray and metallic conduit systems shall be electrically
continuous in their entirety in accordance with NEMA and NEC
requirements. A 1/0 bare copper grounding conductor shall be
installed throughout the length of the cable tray system on
600V power and medium voltage power cable trays only.
Conduit and cable tray shall be run parallel or at right angle
with beams, walls, columns and building lines. All conduit and
cable tray shall clear steam or other hot process piping by a
minimum of 12 inches and shall clear all other piping or hot
piping in congested areas by a minimum of six inches. Group
parallel runs of conduit in aligned banks. Horizontal runs of
conduit or cable tray shall be as high above the floor as
possible, and in no case lower than seven foot, six inches
above floors, walkway or platforms.
The total number of bends in a conduit run shall not exceed
360 degrees.
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Conduits shall be installed to eliminate moisture pockets.
Where water cannot drain to openings, provide drain fittings
in the low spots of the conduit run.
Provide air and water seals for holes and openings in floors,
walls, ceilings and roofs between interior and exterior areas
and between temperature-controlled areas and
nontemperature-controlled areas. Fire stops shall be provided
where conduit or cable tray penetrate firewalls or floors.
Cable tray installed outdoors shall be covered (instrument
cable tray and top tray), nonventilated to prevent "nesting
perches" for rodents and birds. Cable tray entrances to
structures and modules shall be completely sealed to prevent
entrance by rodents and birds.
Cables, in vertical runs of cable trays, shall be secured with
cable clamps or ties. Tray covers shall be installed on all
vertical cable tray runs to a minimum of eight feet above
finished floor and walkways, on all tray-carrying cables rated
at 15 kV and above, and vertical risers from MCC and
switchgear. Cable tray systems passing under grating, walkways
and platforms shall be covered to a distance of six feet on
both sides of grating, walkway and platform.
Underground duct banks shall be encased in red concrete. Red
dye stirred into the top few inches of concrete immediately
following final pour is acceptable. The minimum size of the
conduit shall be two inches. Conduits for main feeders shall
be at least three inches in diameter, and shall be grouped in
duct banks of no fewer than three conduits.
Conduit duct banks shall not be installed under turbine
foundations or in area of excessive vibration. Conduit duct
banks shall be installed a minimum of two feet from finished
grade to the tops of the ducts.
Where required for above grade extensions, non-metallic
conduit shall be provided with approved adapters for
connection to galvanized steel conduit. Adapters shall be
installed directly below grade within the concrete encasement.
Conduit embedded in turbine foundations shall be RGS.
Cable tray and conduit shall be thoroughly cleaned prior to
pulling of cable.
2.6.10 Bus Duct
This section covers the design, manufacture and installation
of completely coordinated isolated phase bus duct for the gas
turbine generator and, if required by Contractor's design,
4.16kV nonsegregated bus duct for station auxiliaries. The bus
duct shall be designed, manufactured and tested in accordance
with the latest applicable ANSI, IEEE and NEMA standards.
The Contractor shall furnish and install the bus duct system
complete with all equipment and accessories including, but not
limited to, the following:
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- isolated phase bus duct between the gas turbine
generators and main step-up power transformers,
- if required by the Contractor's design, the three (3)
4.16kV nonsegregated bus ducts from the auxiliary
power transformers to the 4.16kV switchgear,
- supporting structures, and
- disconnect links.
The phase bus conductors shall be either copper or aluminum
alloy.
The bus enclosures shall be steel or aluminum alloy with
manufacturer's standard hardware for indoor sections and
stainless steel for outdoor sections. Supporting structures
shall be ASTM A36 steel with the outdoor structures being
hot-dipped galvanized.
Outdoor bus duct section shall be provided with space heaters
to maintain an internal duct temperature above the dew point.
All bolted connections of the bus conductors shall be
silver-plated for copper bus and tin-plated for aluminum.
Provide continuous copper bar ground bus the full length of
the bus duct and electrically connecting all enclosure
sections. If the bus duct is constructed to provide a
continuous path for ground current the enclosure may serve as
the ground bus.
Taps or connections shall be provided, as required, to
accommodate auxiliary equipment such as lightning and surge
protection, generator controls, metering and relaying, and
current and potential transformers.
Removable covers shall be provided to permit access to the
interior of the enclosure.
After fabrication, all metalwork of the enclosures shall be
thoroughly cleaned and any steel work shall be phosphorized,
or equivalent, and shall be painted with gray ANSI 61, or
equivalent, paint.
Design and production tests shall be per ANSI requirements.
2.6.11 Panelboards and Switchboards
This section covers the furnishing and installation of
panelboards and switchboards for low-voltage power and
lighting systems. Panelboards and switchboards shall comply
with applicable NEMA, NFPA, NEC and UL requirements and be
UL-listed and labeled.
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Panelboards shall be constructed of hot-dipped galvanized
sheet metal boxes. Switchboards shall be constructed of sheet
metal for floor mounting. Panelboards and switchboards shall
be finished with a rust-inhibiting coating, ANSI 61 light
gray.
Panelboards shall be provided with hinged doors and lock and
catch combinations.
Nameplates shall be provided on the front of all panelboards
and switchboards. In addition, nameplates above each
switchboard breaker handle shall be installed.
The short circuit current rating of the assembled panelboard
or switchboard shall be equal to or greater than the
interrupting capacity of the highest rated branch breaker.
A circuit directory cardholder and card with a clear plastic
covering shall be provided on the inside of each panelboard
door.
Breakers shall be provided per Contractor's design. Space for
spare breakers shall be provided.
Switchboards shall be provided with flush or semi-flush meters
with shatterproof case. Indicating instruments shall be 250
degree nonparallel scale, uniformly scaled with accuracy of
one percent in multiples of 10 or 100 of standard scale.
Scales shall match with current and potential transformer
ratings.
Switchboards shall be provided with space heaters to minimize
internal condensation.
2.6.12 Grounding and Lightning Protection
This section covers the design, furnishing, and installation
of the grounding system and lightning protection system for
the plant.
2.6.12.1 Grounding
The Contractor shall furnish and install a grounding
system, complete with grounding grid, rods and all
connections. The grounding within the switchyard,
except for fencing, will be by others. The grounding
system shall include, but not be limited to, the
following:
- Buried ground grids and ground rods for the
main plant, stacks, fencing, miscellaneous
yard structures and duct banks, and
- Extension and connection of ground risers to
structures, electrical equipment, raceways
and systems.
The grounding network for the facility shall
accomplish the following:
- Limit the difference of potential between
all uninsulated conducting objects in the
facility,
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- Provide for isolation of equipment and
circuits when a fault occurs, and
- Limit overvoltages appearing on the system
under various conditions.
Facilities shall be provided to eliminate the
transfer of hazardous potentials beyond the facility
boundary limits.
A site soil resistivity survey shall be conducted for
use in system design.
Equipment grounding shall be provided to meet the
following objectives:
- Tensor freedom from dangerous electric shock
voltage (touch potentials) exposure to
personnel in the area,
- Provide current-carrying capability, both in
magnitude and duration, adequate to accept
the ground fault permitted by the protection
system devices without creating a fire or
explosive hazard to buildings or contents,
and
- To contribute to superior performance of the
electrical system.
The grounding system shall be designed in accordance
with IEEE requirements. Equipment grounding shall be
in accordance with Article 250 of the NEC where
applicable.
Grounding of the power systems shall be as follows:
- The generator neutral point shall be
grounded through a distribution-type
transformer with a resistance-loaded
secondary.
- The star points of the 4.16kV windings on
480/4.16 kV and 18.0 kV/4.16V auxiliary
transformers shall be grounded directly.
- The midpoints of the 240 V windings on
lighting and power transformers shall be
solidly grounded.
A separate instrument ground bus shall be provided in
the Control Room and shall be used only for
connecting instrument ground terminals and instrument
cable shields. The purpose of this ground bus is to
prevent noise in the instrument signals due to
multi-purpose grounds.
Each ground rod and system ground shall be tested for
ground resistance.
<PAGE>
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2.6.12.2 Lightning Protection
The Contractor shall furnish and install complete
lightning protection systems for the stacks, main
plant building, gas turbines, and other outdoor
facility equipment and structures, as required.
Lightning protection for the switchyard equipment and
structures will be by others.
The systems shall be complete with air terminals,
conductors and ground rods.
The installation shall be accomplished by an
experienced installer. Design, installation and
materials shall be in accordance with LPI and NFPA
standards.
Surge arresters shall be placed on electric and
telephone service entrances, utility lines to the
main transformer, service entrances in which overhead
lines are utilized, and on all generator leads.
2.6.13 Cathodic Protection
This section covers the design, furnishing, installation and
testing of the cathodic protection system.
All buried metallic pressure piping shall be electrically
isolated from the copper ground grid and dielectric insulation
flanges, or unions, shall be installed at connecting points of
the buried-to-above grade piping.
Electrical isolation from the copper grounding grid shall be
provided for storage tanks resting on grade. Such tanks shall
have separate grounds connected to buried sacrificial anodes.
Piping connections to above-ground storage tanks shall be made
with isolating flanges at the tanks.
Motors, motor-operated valves and other tank-mounted devices
shall be isolated from the facility grounding grid.
Mechanical joints and Dresser-coupled joints in buried piping,
for which cathodic protection is provided, shall be bonded to
ensure electrical continuity.
Cathodic protection systems shall be designed and installed to
meet the criteria of the National Association of Corrosion
Engineers (NACE). Based on the results of soil resistivity
testing, Contractor shall determine whether cathodic
protection systems shall be of the sacrificial or impressed
current types.
Test stations shall be installed to monitor the effectiveness
of the cathodic protection systems and the integrity of the
electrical isolation means.
2.6.14 Lighting and Receptacles
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This section covers the design, materials and equipment,
installation and placing into service of interior and exterior
lighting, emergency lighting, and convenience and welding
receptacles.
2.6.14.1 Lighting
Lighting fixtures shall be located to obtain uniform
illumination and for ease of relamping and
maintenance. On walkways and other outdoor areas,
lighting fixtures shall favor landings of stairs and
ladders, gauges, flow meters, panel boards and other
equipment requiring adequate illumination.
Fixtures shall not be mounted directly over equipment
having exposed moving parts or which emit appreciable
heat or fumes.
Lights on walkways shall not be more than eight feet
above the walkway in order to permit relamping
without the use of a ladder.
Indoor low ceiling areas shall be provided with
fluorescent lighting suitable to the task being
illuminated. Illumination levels shall be designed
using the latest IES recommendations. Lighting
fixtures for general illumination shall be mounted 12
feet or more above finished grade or a floor.
High pressure sodium floodlights shall be used for
lighting of general outside areas. The outdoor plant,
roadway and parking areas shall be provided with high
pressure sodium area lighting with photo electric
relay control. Indoor lighting shall be high pressure
sodium or fluorescent fixtures. Incandescent lighting
may be used only for incidental, switched low level
or low usage lighting. High pressure sodium lighting
shall be 208 V, and incandescent and fluorescent
lighting shall be 120 V.
High intensity discharge lamps shall not be used in
areas where the length of the restrike time after a
voltage dip may be a safety hazard to personnel,
unless an adequate number of fixtures are equipped
with instantaneous auxiliary lights or by using
incandescent or fluorescent fixtures to supplement
the high pressure sodium lighting. All high-intensity
lighting shall be directed downward and inward, not
outward from the facility towards off-site locations.
There shall be no adverse effects on safety.
Outdoor and indoor lighting fixtures shall have
adequate design for the environment. Poles used for
outdoor lighting supports shall be galvanized steel
installed in accordance with manufacturers
specifications.
All lighting shall be fed from local lighting panels.
High pressure sodium lamps shall be used for roadway
lighting. The lighting shall be fed from 480 V motor
control centers with photocell control. Luminaries
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shall be mounted at a sufficient height to satisfy
the minimum clearances for the area exterior.
The instrument control panels in the Control Room
shall be illuminated to provide the required
foot-candle intensity on the face of the instruments,
without glare, either directly from the lighting
fixtures or reflected from the instruments or panels.
Fixtures shall be four tube fluorescent fixtures, two
feet by four feet, recessed with parabolic plastic
cube (12" x 12 " x 1") louvers.
Emergency dc lighting shall be provided in the
Control Room, relay room, battery room, stairways,
exits, and other critical areas of the facility. The
egress route lighting shall consist of wall-mounted
dual seal beam lights. Lighting duration shall be in
accordance with the latest NFPA 101 Life Safety Code.
Optionally, emergency lighting may be powered from
the plant 125 Vdc system.
The lighting system shall be designed to provide the
following minimum maintained illumination:
<TABLE>
<CAPTION>
LOCATION FOOT-CANDLES
-------- ------------
<S> <C>
Offices 50
Conference/Lunch Rooms 40
Platforms, Stairs & Walkways 10
Maintenance Areas 50
Toilets and Locker Rooms 40
Warehouse, Mechanical Room 20-30
Control Room (Luminous Ceiling) 30/70 two level
Water Treatment 30
General Outside Area Illumination 0.5-2
Roadway and Parking Areas 1-2
Electrical Rooms 40-50
</TABLE>
Lighting and power panels shall be located in the
area served and shall be conveniently accessible for
operation. Lighting and power panels shall be used
for the control of lighting, convenience receptacles
and other similar loads. Lighting and power panels
shall be provided with minimum 20 ampere plug-in
circuit breakers and a 225 ampere bus. Each panel
shall be provided with
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approximately 20 percent spare breaker capacity, and
a directory indicating the circuit numbers and
services. Exterior lighting shall be controlled with
a photocell with ON-OFF auto selector switch.
2.6.14.2 Receptacles
Convenience receptacles shall be limited to eight per
circuit, with a circuit loading of 180 watts for each
receptacle, unless specific conditions necessitate
other requirements. Maximum spacing of receptacles
along walls in office areas and maintenance shop
shall not exceed 12 feet. Each office shall have a
minimum of two receptacles. 120 V convenience
receptacles shall be installed in operating areas at
70 foot intervals, on the basis of 50-foot extension
cords. Convenience receptacles shall be provided at
each manway platform. Office and administration areas
shall have a duplex receptacle, two wire, three pole,
grounded type, rated 15 amperes, 125 volts ac.
Welding outlet circuits shall consist of No. 4 AWG or
larger conductors with circuit protective devices
located in the low voltage motor control centers.
Each circuit shall supply a maximum of three welding
receptacles. Outlets shall be provided in the
operating areas and shall be located at points that
may require the greatest service. Outlets shall be
located so that no point in that area requires a
welding cable in excess of 125 feet. Welding
receptacles shall be three wire, four pole, rated 60
amperes, 600 volts ac, three phase.
2.6.15 Freeze Protection
This section covers the design, furnishing and installation of
freeze protection systems for plant process piping systems,
equipment, and instrumentation. The systems shall include
control panels, transformers, thermostats, heating cable and
accessories.
Heat tracing conductors shall be self-limiting parallel
circuit construction with adjustable thermostats.
The heat trace control panels shall be complete with branch
circuit breakers, annunciator, control transformer, contactors
and relays totally wired for a 480 volt, three-phase supply.
The required heat density in watts per foot shall be
calculated based on service, required temperature to be
maintained, minimum anticipated ambient temperature of
0 DEG. F in a 20-mph wind, pipe size and type and thickness
of insulation.
The heat tracing shall maintain a minimum temperature of
35 DEG. F for water.
Installation procedures shall be in accordance with
manufacturer's recommendations.
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2.6.16 Uninterruptible Power Supply and DC Systems
This section covers the engineering, design, furnishing and
installation of the uninterruptible power supply (UPS) system
and DC battery system. The systems shall include batteries,
battery racks, battery charger(s), invertor(s), controls and
accessories for the facility.
The UPS system and DC battery system shall be provided as
required to permit an orderly and safe shutdown of the plant
and to supply power for emergency lighting and operating
emergency equipment in the event of loss of AC power. The
system, equipment and batteries shall have sufficient
capability to supply the demand of the connected loads for a
period of not less than 90 minutes. The 90 minute period shall
be predicated on turning off all nonessential power during
that period.
The DC system shall operate at a nominal 125 vdc, ungrounded.
The battery charger(s) shall be capable of recharging
completely discharged batteries within 12 hours at normal
loads. The charger shall be of the automatic constant-voltage,
self-regulating and self-compensating type with control panel
for control and indication. The battery charger shall operate
with a 480 volt, three phase, 60 hertz input power supply.
The battery chargers shall be sized to amply cover the normal
operating loads connected to the battery and to maintain the
batteries in a ten percent overcharged condition.
Batteries shall have a minimum design life of 20 years.
The batteries and free standing racks shall be installed in an
enclosed, ventilated battery room. A continuously operated
exhaust fan shall be installed to prevent hydrogen buildup.
The UPS system shall use station batteries and associated
charger as its DC source. Any connected AC loads shall
normally be powered by the plant's Inverter AC supply and upon
failure of normal AC supply, the load shall automatically
transfer any required AC loads through a transfer switch to
the invertor. Upon restoration of normal AC supply the
invertor shall automatically synchronize with the plant AC
power supply and automatically reconnect the load to the
normal AC power supply.
The telephone system, one telecopier, and control room
computer will be powered from the UPS to provide a regulated,
uninterruptible source of power.
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2.6.17 Fire Detection and Alarm System
This section covers the design, fabrication, installation, and
testing of the plant automatic and manual pre-signal, zoned,
non-coded evacuation alarm, supervised, closed circuit,
positive non-interfering 24 V DC fire detection and alarm
system including, but not limited to, the following:
- Main fire alarm control panel in the control room,
- Non-coded zoned evacuation manual stations with key
operated auxiliary non-coded evacuation alarm
contacts located in the main building and other areas
as required,
- Evacuation alarm bells,
- Automatic heat or infrared detectors,
- Duct work smoke detectors,
- Carbon dioxide fire protection system alarms,
- Water flow alarms, and
- Fan shutdown relays.
The system shall comply with NFPA standards and local
authority requirements.
The complete fire detection and alarm layouts, wiring diagrams
and operational details shall be provided by the system
manufacturer or authorized technical representative. Typical
layouts are not permitted.
Activation of any signal initiating device shall activate a
pre-signal alarm to sound a local alarm bell in the control
room and illuminate a specific zone light on the panel
annunciator.
A representative of the system manufacturer shall test the
system.
2.6.18 Communication System
This section covers the design, installation and placing into
service of the plant communication system which shall include
commercial telephone system and page/party communication
system.
The commercial telephone system shall be a
microprocessor-based system with a minimum capacity of 15
trunk connections to the telephone company lines in the
telephone closet. Conduit is provided by the contractor for
circuit installation and terminations by others. Dedicated
direct lines (conduit and circuits) shall be installed by
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the Contractor from the property line (referenced on the
Interconnection Drawing in Exhibit B, Attachment I) to the
Switchyard Control building, and on into the main control
room. Also, a connection for the plant PCS direct dial-up port
shall be provided.
All phone lines shall be routed in an independent conduit
system.
The actual location of the telephone communication stations
shall be coordinated with Owner during design.
At least six lines shall be available for fax machines,
modems, or other equipment.
2.6.19 Motors
This section covers the general requirements of motors for the
generation facility.
Except as specified herein, all motors shall conform to NEMA
MG1, with respect to material, workmanship, design, and tests.
All motors shall be designed for the environmental atmosphere
of their location.
The specific requirements for each motor shall be shown on the
Motor Data Sheets. One data sheet shall be completed for each
motor type and frame size.
Motors shall permit the driven equipment to develop its
specified capacity continuously without exceeding the
specified temperature and without encroaching on the service
factor.
When motors are furnished with driven equipment, the driven
equipment supplier shall be responsible for mounting motor and
driven equipment as a complete unit.
Motor enclosures shall be as follows:
- 460 V and 4000 V motor enclosures shall be
weather-protected Type II or totally enclosed fan
cooled (TEFC) for outdoor locations and TEFC for
indoor locations,
- 115 V motor enclosures shall be totally enclosed
non-ventilated (TENV) or TEFC,
All motors rated 1/2 hp and larger shall be three-phase,
squirrel cage induction type, 230/460 V, up to and including
250 hp, and 4,000 v above 300 hp, 60 Hz. All motors rated
below 1/2 hp shall be single phase, 115 v, 60 Hz. DC motors
shall be rated at 125 v for service from the
Contractor-supplied battery system.
Motors shall be provided with Class F insulation limited to
Class B rise suitable for the conditions encountered at this
power generating station, except for fractional horsepower
motors which may be furnished with Class B insulation.
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Motors shall be designed for across-the-line starting and
shall be capable of accelerating the connected load to full
load speed with the calculated voltage drop at the motor
terminals.
DC motors shall be capable of accelerating the connected load
running continuously for supply varying in accordance with the
unit battery cyclic operating conditions.
The full load current when operating at 90 percent of rated
voltage shall not exceed 1.11 times rated full load current.
Motor safe locked rotor time at rated locked rotor current
shall be equal to or greater than the maximum accelerating
time at minimum specified starting voltage.
Motors shall be selected to permit the connected load to
develop its specified output continuously without encroaching
on the service factor under normal operating conditions.
Motors shall be selected to permit operation up to, but not to
exceed, their service factor rating during infrequent and
short periods of operation.
Motors 15 hp and smaller shall have a service factor of 1.15,
or a service factor of 1.0 with 15 percent sizing margin.
Bearings shall be conservatively sized, suitable for
continuous service under the conditions specified, and sealed
against the entrance of dirt and the escapement of lubricant.
Bearings shall be insulated to prevent the passage of shaft
currents through the bearings, wherever necessary. The life
for anti-friction bearings is the L-10 service life calculated
in accordance with AFBMA 9 and AFBMA 11 for the design speed
and applied load conditions.
All motors shall produce sound levels of 85 dBA or less when
measured at 3 feet.
Space heaters shall be provided for all motors 25 hp and
larger.
Resistance-type temperature detectors or thermocouples shall
be provided in each bearing for motors 250 hp and larger.
4,000V motors shall have resistance-type winding temperature
protection in each phase winding to detect hot spots.
Separate terminal boxes shall be provided for main leads,
space heater leads, and temperature device leads for all
4,000V motors. All 460V motor terminal boxes shall be the
manufacturers standard. Main terminal boxes shall be capable
of rotation in 90 degree steps.
2.6.20 Protective Relays, Synchronizing and Metering
This section covers the furnishing and installation of
protective relays, synchronizing and metering for the plant
electrical systems and equipment. Protective relays for the
switchyard will be furnished and installed by others. The
Contractor shall coordinate with
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the switchyard Contractor to ensure that protective relays for
the total plant are coordinated.
Protective relays shall be provided for optimum protection of
the gas turbine generator, step-up transformers, station
auxiliaries, and personnel in the event of electrical faults
or abnormal system conditions. Protective relays for the gas
turbine generators shall be provided as described in Exhibit
H.
The protection system shall be designed such that the
protective device nearest the fault operates first, with
backup protection being provided by subsequent relay stages.
Selectivity shall apply to phase-to-phase and three phase, as
well as to ground faults.
The generator zone protection or turbine trip shall shut down
the GTG and isolate them from the electric power system.
Transformer differential, overcurrent protection and sudden
pressure relays shall be applied to the main and auxiliary
transformers.
The generator and overall system protection relay devices
supplied for the project shall consist of the minimum level of
protection as follows:
<TABLE>
<CAPTION>
Description Function
----------- --------
<S> <C>
Overexcitation Volts per Hertz 24
Sync Check 25
Bus Undervoltage 27B
Undervoltage 27
Reverse Power or Anti-Motoring 32
Loss of Excitation 40
Negative Sequence Current 46
Transformer Neutral Overcurrent 51N
Generator Ground Fault 59GN
Voltage Balance 60
Bus Ground Fault 59B
Generator Differential 87G
Transformer Differential 87T
Generator Lockout 86G
Transformer Lockout 86T
DC Field Ground 64
Phase Fault 51V
Over/Under Frequency 81 O/U
Auxiliary Power Running Trip 94AR
Auxiliary Power Transformer Overcurrent 50/51
Out of Step 78
</TABLE>
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Protective relays shall be electrical-mechanical or solid
state type electric utility grade in individual semi-flush
draw out cases. Relay selection and calibration range and
settings shall be determined by the Contractor in a complete
relay coordination study and report.
The Contractor shall provide three test plugs of each type
required for each different relay style.
The Contractor will be responsible for the total integration
(including assigned gas turbine generators and accessories)
when addressing the project system protection, metering,
breakers, etc.
Motors fed from switchgear buses shall be protected against
overcurrent caused by short circuits and overloads. The relay
settings shall be calculated to afford the maximum overload
protection for the motor combined with the ability to ride
through starting current without nuisance tripping. The
following values are typical:
1. Maximum trip: 1.15-1.4 times the full
load current
2. Instantaneous trip: 2.5 times the locked rotor
current
3. Timed trip: 2-5 seconds more than the
motor starting time at the
locked rotor current
Motors fed from motor control centers shall be protected
against short circuit and overload by combination starters
using motor circuit protectors and thermal overload devices.
Overload settings shall be in accordance with NEC, except that
certain critical valve motor operators may not be provided
with overload protection.
The following points shall be included with outputs to the
digital control system (PCS):
- Generator gross watts
- Generator gross VARS
- Auxiliary load watts
- Auxiliary load VARS
- Generator stator amps
- Generator gross watthours (pulse to PCS)
- Auxiliary watthours (pulse to PCS)
A synchronizing system shall be provided that will prevent the
closing of any breaker in an out-of-phase condition. Automatic
and manual synchronizing will be provided for the following
breakers:
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- Generator breakers
- Synchrocheck provisions shall be included for all
other breakers where the possibility exists for the
voltage being out-of-phase.
- Manual and automatic synchronization of the gas
turbine will be accomplished via the Mark V gas
turbine control systems as described in Exhibit H.
2.7 INSTRUMENTATION AND CONTROL
2.7.1 General Requirements
The Contractor shall furnish all engineering, design, labor,
materials, equipment, and construction services required to
provide a totally functional instrumentation and control
systems associated with the project. The work shall comply
with applicable codes and standards including, but not
necessarily limited to, the following:
- State and local codes, laws, ordinances, rules and
regulations
- American Society of Mechanical Engineers (ASME)
- American Society for Testing and Materials (ASTM)
- American National Standards Institute (ANSI)
- Institute of Electrical and Electronic Engineers
(IEEE)
- Instrument Society of America (ISA)
- National Bureau of Standards (NBS)
- National Fire Protection Association (NFPA)
- Underwriters' Laboratories (UL)
- Scientific Apparatus Manufacturers Association (SAMA)
The Contractor shall furnish an integrated control system that
interfaces with the control system furnished for the gas
turbine generators. The integrated control system shall be a
state of the art microprocessor based system. The integrated
control system is intended to provide control for other
balance of plant items such as the circuit breakers, air
switches, and miscellaneous control loops. The Contractor
shall supply all instrumentation required to monitor and
control all process variables. This shall include, but not be
limited to, primary elements, transmitters, temperature sensor
devices, flow meters, control valves, control drive units and
all other instrumentation and controls
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required to make a complete system. The integrated control
system shall interface with other control systems in the plant
and shall tie all the control systems and devices together so
that the plant may be controlled and monitored from one common
location in the control building.
The integrated control system as well as all PCs and PLCs
provided throughout the plant shall include the necessary
hardware/software changes to accommodate and recognize date
stamps for the year 2000 and beyond.
Normal operation of the system shall be capable of being
accomplished by a full time operator from the centralized
control room.
The control system shall provide all the necessary control and
monitoring functions for manual/automatic operation of the
plant. All process starts and stops shall be initiated from
the centralized control room. The Contractor shall be
responsible for the application, loading and debugging of all
software, and for testing, calibration, and start-up of the
control system.
A block diagram showing the control system configuration is
included as Attachment V of this Exhibit. The diagram defines
what control and monitoring functions will be provided at the
centralized control panel, and at various locations throughout
the system.
All control and instrumentation design will be performed under
the supervision of a Professional Engineer.
The controls and instrumentation provided shall be complete in
all respects, requiring no further additions. Redundancy of
all important measurements shall be provided to increase
reliability. Annunciation shall ensure that the operator is
alerted to any abnormal condition or equipment failure. The
system shall function automatically over the entire turndown
range of the plant. Operator action shall be required for
normal start-up and shut-down of the plant. All process
variables and alarms shall be monitored and trended in the
centralized control room. Interlocks shall be provided to
ensure an orderly shutdown of the system in the event of
operation of a protective device, or equipment failure.
Transfer between manual and automatic operation shall be
bumpless, with automatic tracking while in the manual mode.
When dual pumps (or devices) are provided for lead-lag
operation, provisions shall be made to select either pump (or
device) for lead operation.
Local controls shall be provided for equipment as required.
The control system and its components shall be designed to
operate in the temperature ranges and humidity conditions
noted in Exhibit A.
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Electrical housings for all instrumentation and control system
auxiliary devices shall be designed for the environmental
conditions in which they are installed (e.g. weatherproof,
hazardous). See Section 2.6.1 for NEMA ratings.
Unless otherwise required for instrument compatibility,
electric control signals shall be 4 to 20 ma and pneumatic
signals shall be 3 to 15 psig.
The Contractor shall provide a documented failsafe analysis of
gas flow controls, related power supplies, backups, and
interlocks.
The Contractor shall select a single supplier of each category
of instruments furnished. Additional suppliers for a given
category will be considered only if the primary supplier
cannot meet the design requirements for a specific instrument.
All instruments shall bear an instrument data plate which
gives the salient technical data for the instrument.
The Contractor shall verify that all instruments and control
devices are calibrated. Calibration shall be certified by an
independent laboratory or agency with traceability to the
National Bureau of Standards.
The Contractor shall check control signal generation,
transmission, reception and response for all control loops
under simulated conditions.
System electronics shall be shielded against electromagnetic
interferences and shall be capable of withstanding surges in
power supplies.
2.7.2 Plant control system
This section covers the design, fabrication, installation and
testing of the plant control system as specified in Exhibit A
.
The Balance of Plant (BOP) equipment will be controlled from a
redundant GE Fanuc PLC added to the Combustion Turbine (CT)
controls data highway. All of the CT Mark V controls will be
linked together by a redundant ethernet data highway. The GE
CT operator interfaces will be upgraded to the Simplicity
software, running on a NT PC platform. Three PCs will be
provided for the operator interface in addition to the Mark V
< I >'s. This will allow the control room operator to access
any of the CTs from one location. This will also provide the
platform requested for coordinated response to unit load
commands. An additional PC for "engineering" activities will
be provided.
The system will be physically distributed throughout the plant
site with interconnection via a redundant data highway. The
following locations and equipment are identified as minimum
requirements:
- Control Room
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Four operator work stations, each consisting of dual
color CRT monitor, keyboard, touch screen, and a
mouse or trackball.
One engineer work station consisting of processor,
color CRT monitor, keyboard, mouse or trackball, hard
disk drive, floppy disk drive, color printer, and
other necessary programming software and facilities.
One color utility printer, switchable between the
operator work stations.
One color alarm printer.
One log printer.
Magnetic tape drive or optical disk drive for data
archival.
All operator interface functions related to the PCS
shall be conducted from the operator work stations.
Each work station shall be mounted in a low profile
desk type control console. CRTs shall be 19 inches
nominal diagonal dimension. CRT resolution shall be
at least 1024 pixels horizontal by 768 pixels
vertical.
- Control Building Electrical Equipment Room
System cabinets for analog and digital input/output
devices, controllers/logic modules and associated
equipment for control and monitoring of switchgear
motor control center (MCC), 480 V Loadcenter as well
as control and monitoring of a majority of the power
plant systems.
System cabinets (if required) for Sequence of Event
recording. All inputs shall be time tagged at the
cabinet prior to dumping on the data highway.
Approximately 100 sequence of events points will be
provided and the maximum scan time shall not be
greater than 1 millisecond.
- The PCS shall utilize Microsoft Windows NT version
4.0 (or higher) operating system for the Operator
Interface and Engineering Workstation Consoles.
- The redundant PCS network shall have a 100 Mega bit
per second capacity.
- The PCS shall be capable of having any configuration
changes downloaded to the control processors while
on-line without jeopardizing system integrity
(bumpless transfer and bumpless configuration
download capability).
- The PCS shall be capable of having all Operator
Interface and Engineer Workstation functions
implemented by an optional Remote Engineering
Workstation connected over the Wide-Area-Network
interface using TC/IP network protocol.
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- The PCS shall be equipped with dual Ethernet links to
an external plant network. A software application
will be provided with the PCS that is capable of
supplying high speed process data over the Ethernet
link using TCP/IP protocol to either OLE, Active-X or
NetDDE clients on the external plant network. The PCS
shall be capable of supplying all available process
analog and digital values at the configured I/O
hardware scanning frequency to the client
applications without overloading the PCS network.
The PCS shall be designed to control, monitor and alarm the
various power plant systems and shall be capable of
interfacing with external devices in a convenient matter. Its
operation shall be easy to understand by operating personnel
with a basic knowledge of the process and without special
programming skills. The PCS shall be of a field proven design
utilizing standard equipment and programming techniques. The
input/output components shall be mounted in free-standing
cabinets with connections via a redundant data highway to
CRT/keyboard and printers. Flexibility is to be allowed in
location of all devices. Field connections shall be readily
accessible without disturbing electronic components.
The PCS shall be 32 bit microprocessor based and shall include
analog control (PID), discrete digital (on-off) control, data
acquisition and alarm capabilities. The operator interface
with the total system shall be by 19 inch color CRT consoles.
The CRT consoles shall include dedicated push-button keyboards
with operator and engineering functions including process
overview displays, process group displays, control loop detail
displays, alarm summary and control loop configuration and
tuning functions. Hard copy data logging shall be provided by
the printers. The printers will be used for alarm, logging and
demand printouts.
The microprocessor based control system shall have built-in
self checking and diagnostic features provided. These features
should include detection of failures and equipment degradation
associated with power supplies, memory, CPU programming,
analog and digital I/O systems and peripheral devices.
The system should be modularly configured for ease of
maintenance, trouble shooting and field modifications and
shall provide the capability for in-service checkout and
maintenance without impairing the availability of the overall
system. Controller failures shall result in an automatic
switchover to the redundant unit for multi-loop controllers or
transfer to manual with all process outputs maintained at
their last value prior to failure for single loop controllers.
The control system shall incorporate self diagnostics to
detect failures or off normal conditions and to alert the
operator to these conditions. Data shall be displayed which
identifies the component which has malfunctioned and gives
sufficient location information for trouble shooting. No
failure of a single component shall cause failure of more than
one control loop. All components, except the I/O termination
cards, shall have a 100% fully redundant hot backup with
automatic switchover on failure of the primary component.
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Capability shall be provided, when a control loop is
transferred to manual, which allows replacement of a defective
module e.g. logic or control card, while maintaining full
manual control of the affected loop from the CRT.
Provisions shall be made for the prevention of unauthorized or
accidental changes to system configuration. System data
logging and recovery capability shall be provided so that
control system configuration and data base can be quickly
restored in the event of an operator error or system failure.
The system shall have the capacity for up to 20 percent
increase in size in the future.
The PCS will be controlling and monitoring the gas turbine
generator as well as the balance of plant. There will be
several remote I/O locations. Each of the remotes must be able
to communicate with the other remotes, as well as the CRT's
over the redundant data highway.
The system shall have a control console which shall consist of
CRT's with sealed keyboards and auxiliary console sections,
which shall be physically similar to the CRT consoles. The
CRT's and auxiliary consoles shall be supplied as one
integrated control panel assembly.
The CRT's shall each be capable of controlling and monitoring
all of that unit's systems. Under normal operation, one CRT
will be dedicated as an alarm CRT for all system alarms. The
other CRT's will be used for control and monitoring. These two
functions shall be interchangeable between the CRT's.
An ethernet link, necessary hardware, and software shall be
provided to allow interface between the PCS Data Highway and a
Contractor furnished personal computer based Performance
Monitoring System and Data Historian.
The system shall have one master clock which shall synchronize
all clocks within the system including the sequence of events
recorders and the digital display clocks mounted on the
auxiliary control consoles. The system shall also synchronize
the gas turbine control system clocks to the PCS clock.
There will be several systems which will be controlled and/or
monitored by the PCS. These systems will be identified by the
three (3) letter code at the beginning of each I/O point
number. The operator interface unit shall have, in addition to
the keys necessary to perform all the operator functions, a
labeled key for each plant system which the operator can use
to gain access to information alarms or control functions
within that plant system.
The PCS shall be capable of automatic generation control (AGC)
of each of the gas turbine generator unit over the full load
range from approximately 50% load to base without
interruption.
2.7.2.1 Input and Output Devices (I/O)
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All inputs to and outputs from the Plant control
system shall be identified by a point ID. The point
ID shall have up to nine (9) characters and
information about the point shall be obtained from
the CRT keyboard using this point ID.
All I/O to and from the PCS shall comply with ANSI
C37.90A.
To permit removal of I/O modules without removing
field wiring, all I/O field terminations shall be
terminated on separate field termination blocks in
I/O cabinets provided by the Contractor. Cabinets and
enclosures shall shield against RFI pickup and high
voltage electrical noise.
The Contractor shall include a minimum of 20% spare
of each type of I/O point at each of the I/O
locations which shall be wired to the termination
cabinets.
The system shall be designed to perform data
acquisition functions for all process inputs as
described herein.
The scan rate of all process inputs shall be as
follows:
- Analog Inputs - Once per 1.0 second average,
with provisions for scanning at least 5
percent of the analog inputs at a rate of
once per 0.1 second.
- Contact Inputs (low resolution) - Once per
second.
- Contact Inputs (high resolution) - Once per
millisecond.
The system shall have the capability to
perform real-time calculations using the
input data processed. The system shall be
capable of further performing real-time
calculations using the calculated variables.
All analog inputs, digital inputs, and
calculated variables shall be available for
use by the system to perform the control,
alarm, display, and logging functions.
The Contractor shall provide a complete set
of programmed instructions and displays with
the system to execute the modulating type
control algorithms as defined in SAMA
Standard SR22-11-1966.
During transient conditions causing
deviations of process variables, the control
system shall not permit deviations which
exceed those permitted by manufacturers of
controlled process equipment. In no event
shall the performance of the control system
become the limiting factor on unit
responsiveness. The PCS shall be capable of
producing smooth load changes without
overshoot, unless these changes are not
achievable because of plant equipment
limitations.
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In cases where the PCS modulates more than
one similar auxiliary device, the system
logic shall automatically compensate the
tuning constants of all affected control
loops so as to provide equally responsive
control no matter which combination of
auxiliary devices may be in service.
The PCS shall include provisions to apply
function generator compensation to outputs
so as to linearize control response when
modulating final devices which may be
nonlinear (e.g., control valves).
The arrangement and type of input and output
devices shall be as follows:
- Process transmitters shall be
located in the process area and
shall measure pressure, flow, level
and temperature.
- Electrical transducers shall be
located at the electrical equipment
and shall measure voltage and
current and determine watthour,
varhour, watt and var. All
transducers shall be of the
electronic type and shall be
self-powered.
- Process switches shall be located in
the process area and shall monitor,
alarm and sequence various
equipment. All switches shall be
voltage sensed from the PCS. All
switches shall be electrically
isolated from ground and from one
another.
- Thermocouples, and RTDs and 100 ohm
platinum RTDs shall be located in
the process area and shall be
directly terminated in the I/O
Cabinets.
- Control transducers shall be located
in the process area and in response
to signals configured in the PCS
shall actuate valves and dampers,
etc. All transducers shall accept a
4-20 mA DC signal from the PCS and
shall be electrically isolated from
ground and from one another.
- Switchgear, Load Centers, and Motor
Control Centers located locally and
in the Control Building shall
control circuit breakers, motors,
and motor operated valves in
response to signals configured in
the PCS. All of these shall accept
dry contacts from the PCS.
2.7.2.2 Operator Interface
The operator interface equipment shall be
located in the Control Building and shall
provide the operator access to the process
utilizing CRT display terminals with
functional sealed keyboards and one alarm
printer,
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one demand printer and one log printer. In
the event of loss of electrical power the
unit shall be capable of maintaining memory
functions for a minimum of two (2) hours and
shall provide fail-save outputs.
The PCS shall provide the following minimum
features.
- The PCS Operator Interface consoles
shall utilize Microsoft Windows NT
version 4.0 (or higher) operating
system.
- Be conveniently programmable and
capable of controlling from any of
the CRT/keyboard operator interface
terminals. A security system shall
be provided to prevent unauthorized
entries.
- Provide graphically an overview of
all setpoints, process variables and
deviations from limits with dynamic
updating.
- Provide graphic display of several
control loops including setpoint,
process variable control output and
control mode status with dynamic
updating.
- Provide display and operator control
of individual loops setpoint,
process variable, control output,
control mode status, and alarms with
dynamic updating.
- Provide visual, audible indication
and high speed printout of all
deviations from limits and alarm
conditions.
- Provide sequence of events display
and hard copy.
- Provide process variable trend
displays.
- Provide two EIA/RS-232C ports for
interfacing with devices such as
telephone modems, computer, etc.
- Provide periodic and trip logs in
Purchaser-configurable format up to
25 logs of 100 items each.
- Provide trending capability for all
of the analog points in the system.
- Provide self-checking diagnostic
display of PCS malfunctions.
- Provide redundant facilities for
storing and loading the system
program and short term data storage
i.e., magnetic tape drive or
optical drive for date archived.
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- Provide custom graphics displays
for up to 50 schematic diagram
arrangements with dynamic updating.
- Provide long term data storage for
plant record. As a minimum the long
term data storage shall collect all
trended data, all logs, all alarms,
and all operator actions. In
addition, the transfer of
information from short term to long
term data storage shall be fully
automatic and the control system
shall remain completely operational
during the data transfer.
2.7.2.3 Load Control
The PCS shall utilize the revenue meter
(MWH) to trim the load on gas turbines
selected by the operator to match the
preselected load (energy) setpoint entered
by the operator. The system will continously
monitor, project, and adjust the load on the
selected gas turbines to maintain a
deviation between the setpoint and the
actual delivered energy which does not
exceed 1.8 MWh, or 0.9% of the Energy
Request for a given hour (as defined in the
Power Purchase Agreement), which ever is
greater.
2.7.2.4 Power Supplies
Plant control system power shall be supplied
by the Contractor from the following
sources:
- Primary - 120 V a-c, 60 Hz, not
exceeding PLUS OR MINUS 2% voltage
variation, PLUS OR MINUS 0.5%
frequency variation, and less
than 5% harmonic distortion.
- Backup - 125V d-c, Battery System
through the 120V ac UPS.
The Contractor shall supply within his
cabinet loss-of-power alarms to monitor each
of the above power sources. These alarms
shall be mounted ahead of any distribution
panels and internal power supplies.
The Contractor shall supply whatever power
supplies that are required to operate the
Plant control system. Each of these power
supplies shall have a full capacity on-line
backup power supply. Each power supply shall
have an associated failure alarm. Power
distribution within the PCS shall be
arranged such that the loss of power at an
individual subsystem does not impair the
correct operation of other subsystems or
create an unsafe condition.
Ground fault detection shall be provided for
systems utilizing floating power supplies.
<PAGE>
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Power distribution circuit breakers shall be
provided with individual trip indication.
Fuses shall be of the indicating type.
Each cabinet shall be provided with
convenience outlets to facilitate
maintenance work. These convenience outlets
shall be powered from a separate 120 V a-c
supply provided by the Contractor. The
Contractor shall also provide redundant
cooling fans and cartridge filters in each
cabinet and the fans shall be fed from the
primary and backup power supplies.
A tinned coated copper ground bus shall be
installed at the bottom and across the full
width of each enclosure. It shall be drilled
at each end for extension and shall have a
suitable indent-compression type lug bolted
to it near each end for the Contractor's
ground cable to the plant ground grid. A
flexible strap or bar link shall be provided
at each shipping split. This ground bus
shall be connected to all enclosure steel.
A second similar ground bus shall be
installed above the first and insulated from
all enclosure steel. When instrument loops
require signal points or cable shields to be
grounded, this bus shall be used. All other
grounds shall be connected to the
uninsulated ground bus unless otherwise
noted.
Ground wires, if used, shall be so installed
as to be visible and accessible after all
other wiring has been completed.
2.7.2.5 System Configuration
The Contractor shall configure, load and
debug the PCS data base at the factory. A
printout of the data base and detailed
configuration diagrams shall be supplied to
the Owner for review and comment prior to
finalization of system configuration.
2.7.2.6 Programmable Logic Controller (PLC)
Digital logic, sequential control, and
emergency shutdown systems may be done
through microprocessor controllers
distributed throughout the plant. The
microprocessor controllers shall interface
with the PCS, and be capable of performing
efficiently the digital function. Specific
complete systems with local operator
interfaces could be proposed to be
microprocessor based PLC systems as
manufactured by Modicon and Allen-Bradley,
but shall be provided with the necessary
interface to the central PCS to allow for
higher level coordination and central
control room remote operation and
monitoring.
<PAGE>
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2.7.3 Instrumentation and Control Valves
This section covers the instrumentation and controls
furnished and installed for the project.
All instrument scales shall be calibrated and printed
in the system of units as specified by the
Contractor. All scales shall be graduated and marked
in English units only. Scales and charts shall have
linear graduations.
Instrument scales shall be white with black division
marks and, where practical, the divisions shall be
based on multiples of 10.
Preferably instrument ranges shall be selected to
have the "normal" reading at 75% of full scale.
2.7.3.1 Transmitters
Transmitters shall be 4-20 mA dc two-wire,
solid-state type, with plug-in circuit
board. External zero and span adjustments
are required.
All parts of the transmitter in contact with
the process medium shall be constructed of
materials suitable for the application and
the pressure-temperature conditions
encountered.
Transmitters utilized for measuring
differential pressure, flow, and level shall
be furnished with a preassembled valve
manifold suitable for mounting directly on
the transmitter.
All transmitters shall be designed to
prevent the process medium from contacting
the electronics or from entering the wiring
circuit if the measuring element fails.
The accuracy of all transmitters shall be
"0.5 percent of the calibrated range or
better. Repeatability shall be "0.1 percent
or better.
Each transmitter shall have an integral
junction box with terminal strip, integral
test jacks, and conduit connection, and
shall be complete with all mounting
accessories.
When transmitters are required to provide
multiple outputs to recorders, indicators,
etc, as well as providing an input to the
control system, the circuit shall be
arranged so that disconnecting an input to a
recorder, indicator, etc, shall not cause an
upset in the control system, or a change in
transmitter calibration.
<PAGE>
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It shall be possible to ground either output
terminal of a transmitter or its receiver
without affecting transmitter
characteristics. There shall be no signal
grounds within the transmitters.
Reservoirs shall be furnished by the
Contractor when required by the service or
type of transmitter supplied.
The dynamic response of transmitters and
converters shall be compatible with the
performance requirements of the loops or
systems.
2.7.3.2 Thermocouples, RTD's and Thermowells
Thermocouples shall be stainless steel
sheathed, magnesium oxide insulated with an
overall sheath. Thermocouples used in
thermowells shall be ungrounded. The sheath
shall be spring-loaded to maintain thermal
and electrical contact. Where safety
requirements dictate, the hot junctions
shall be grounded.
Chromel Constantan Type E or Chromel Alumel
Type K shall be used for temperature
sensing.
Thermocouple limits of error shall be
PLUS 2 DEG. F up to 600 DEG. F and PLUS 3/8
percent above 600 DEG. F. Where such
accuracy is not satisfactory for the
process, ungrounded 100 ohm platinum RTDs
may be used.
The overall horizontal and vertical
dimensions of the head shall be not less
than 4 inches. The internal arrangement
shall be such that rotation of the screw
cover does not damage the internal
components. A grounding terminal shall be
provided in the connection head. Complete
thermocouple parts shall be shop-assembled
to form a thermocouple assembly including
the protection wells. The bore of each well
must be concentric with the outside diameter
within PLUS 10 percent of the wall
thickness. Wells shall be of the same
material as the pipe.
2.7.3.3 Local Temperature Indicators
Normally, local temperature indication shall
be by bimetallic type indicators with
universal joint and 5-inch diameter dial.
Each thermometer shall be supplied with a
thermowell.
2.7.3.4 Pressure Switches
Pressure sensing switches for alarm and
shutdown shall have separate housings.
Switch contacts shall be rated at 125-V ac,
10A resistive and 125-V dc 0.5A resistive.
Switch contacts shall have separate
terminals. Alarm
<PAGE>
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switches shall close to alarm. Switches
used for shutdown and control shall close
to cause desired action.
Switches shall be snap-acting type. All
wetted parts shall be Series 300 stainless
steel. Pressure connections shall be
1/2-inch FNPT. Alarm and shutdown switch
settings shall not be adjustable from
outside the housing.
Instruments and controls shall be installed
with suitable isolation valves to permit
removal while the system is in operation.
2.7.3.5 Level Switches
Level switches provided by the Contractor to
monitor process level conditions shall be of
the externally mounted float type, suitable
for the pressure temperature and general
service conditions and functions specified.
Floats shall be fabricated of stainless
steel and shall be encased in a cage. All
cages shall have a flanged connection to
permit removal of the float.
Piping connections shall be made on the side
and bottom of the cage and shall have 1 inch
socket weld ends. All electrical conduit
connections shall be 3/4 inch NPT.
Electrical switches shall have the following
minimum inductive load ratings:
125 VDC - 0.5 amp (break)
(resistive) 120 VAC - 5.0 amp
(break)
The individual switches provided with each
level switch shall be electrically isolated.
2.7.3.6 Local Pressure Indicators
Pressure indicators shall be bourdon type,
accurate to within 1 percent of span. Dials
shall be white with black markings and shall
be 4-1/2 inches in diameter with markings
for 170 degrees of the dial. Units of
measurement shall be specified on the dial
face. Pointer shall be externally
adjustable. Gage movements shall be
stainless steel, geared type. Case shall
have a blowout disc in the back. Bourdon
tubes shall not contain copper material.
2.7.3.7 Control Valves
<PAGE>
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The entire operating load range of the plant
shall be fully considered when developing
the control valve specification sheets.
Control valve body sizes shall not be more
than one pipe size smaller than the nominal
pipeline size up to eight (8) inches. For
nominal line sizes greater than eight (8)
inches, control valve body sizes shall not
be more than 2 pipe sizes smaller than the
nominal pipeline size. Valve travel shall
not exceed 80 percent at the maximum
operating condition. Valve noise (excluding
steam conditioning valves) shall not exceed
95 dBA @ three (3) feet.
Control valve sizing and detailed
requirements shall be the responsibility of
the Contractor. ISA Format Data Sheets shall
be used to specify the valves.
Control valves shall conform to the
requirements of ANSI B31.1, Code for Power
Piping and be suitable for use under the
specific operating conditions.
Handwheels shall be provided on all
air-operated valves.
The control valve body shall be no more than
two nominal sizes smaller than the line in
which the valve is installed.
Body fluid velocities shall be limited to 40
fps as liquid and 0.3 mach as vapor or gas.
Trim sizes may be reduced to 0.4 factor trim
minimum when pipe size or velocities are
limiting.
Valves shall be capable of passing 125
percent of the normal capacity. If the
maximum capacity is listed, the valve shall
be capable of passing 105 percent of that
figure.
Globe and angle type valves will have cage,
top and bottom, or top guiding (no skirt
guiding). Bonnets shall be flanged or of
integral construction. The packing gland
shall be the bolted type.
Under the normal range of operating
conditions the sound level at any point 3 ft
radially from the surface of the downstream
pipe at a distance of 3 ft downstream of the
valve outlet should not exceed 90 dBA
(excluding steam conditioning valves).
Valve materials shall be ASTM or ASME type
carbon steel, chrome moly, or stainless
steel, as required by the service
conditions.
All trim materials shall be stainless steel,
as a minimum, with hardened 400 Series
stainless steel or Stellite hard surfaced
trim where pressure drops exceed 100 psi or
wear is expected from erosion.
<PAGE>
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Rotary valves may have plugs similar to body
materials but must have alloy steel shafts
for corrosion and shear resistance.
2.7.3.8 Solenoid Valves
Valves shall be selected to incorporate body
construction, trim materials, and internal
arrangements suitable to the application.
Solenoid enclosures shall be NEMA 4 unless
otherwise required. Solenoid coils shall be
Class H high temperature construction and
shall be suitable for continuous duty.
2.7.3.9 Flow Elements
Flowmeters shall preferably be those of the
differential pressure type with an accuracy
of "1 percent of the span maintained over a
10:1 flow turndown. The materials of the
meters and their associated parts shall not
be deteriorated by the working fluid. Flow
transmitters shall have output linear with
differential pressure with an accuracy of
within "0.5 percent of full scale range.
Flow metering primary elements and
installations shall be designed in
accordance with ASME "Fluid Meters" Part
Two, "Application of Fluid Meters". Primary
elements shall be ASME long radius flow
nozzles or thin plate square edge concentric
orifices as appropriate to system operating
conditions and as described herein. Steam
flows shall be measured with ASME long
radius flow nozzles. Annubars are not
acceptable.
The Contractor shall be responsible for
verifying that sufficient length of straight
pipe is provided on each side of all primary
elements. Any internal boring of adjacent
pipe shall be by the Contractor. The
pressure taps for flow nozzles shall be
installed in the pipe well as described in
"Fluid Meters" Part Two. Orifices shall be
installed between specially designed orifice
flanges.
Where required, flow metering shall be
temperature and/or pressure compensated. For
flow metering of oil, positive displacement
meters or area meters shall be provided. For
flow metering of fuel gas to the gas
turbine, an orifice plate meter run shall be
provided.
Condensing reservoirs shall be provided on
all flow transmitter services where low
differential pressures relative to the
static pressure are present in steam
service. Condensing reservoir inlet and
outlet connections shall be a minimum of 20
mm.
<PAGE>
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- Nozzles - Flow nozzles shall be
constructed of Type 304 stainless
steel and shall be designed in
accordance with Paragraphs II-III-20
through II-III-26 of the ASME report
"Fluid Meters," Part Two Application
of Fluid Meters - Especially
Differential Pressure types.
- Orifice Plates - Orifice plates
shall be constructed of Type 304 or
316 stainless steel. Orifice plates
shall not be less than 1/8 inch
thick for nominal pipe diameters up
to and including 12 inches, and
shall not be less than 1/4 inch
thick for nominal pipe diameters
above 12 inches. Orifice plates
shall be constructed in accordance
with ASME/AGA standards.
- Fuel Flow Meters - Individual fuel
gas flow and fuel oil flow metering
systems shall be provided for the
gas turbine. A fuel gas check
metering system shall be installed
in the main gas lines. The check
meter shall be installed per API
standards. The metering systems
shall be complete with all required
transducers, including, but not
necessarily limited to, the
following:
Flow meter
Density or specific gravity
transmitters
Pressure transmitters
Temperature elements
The Contractor's Plant control
system programs shall include the
proper algorithms to continuously
provide the determination of heat
input to the gas turbine in
accordance with methods described in
the ASME PTC 22-1985 references
contained herein.
2.7.3.10 Gas Chromatograph and Flow Computer
An on-line gas chromatograph and flow
computer (Daniel or Owner approved equal)
shall be provided in the main gas line for
measuring plant gas flow, heating value
(Btu/Scf), relative density (specific
gravity), and compressibility of the fuel
gas. The chromatograph shall employ thermal
conductivity detection with an accuracy of
0.1% over an operating range of 0oF to
130oF. The data shall be transmitted to a
gas computer (provided by the Contractor)
and then to the PCS for gas flow and
equipment performance calculations. The
Contractor shall incorporate reference
conditions common to the gas suppliers. The
orifice metering run shall meet the straight
length requirements of ISO-
<PAGE>
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TENASKA GEORGIA GENERATION PROJECT Page 130 of 132
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5167 and the manufacturing and installation
requirements of ASME MFC-3M-1989. Meter
shall be designed for 10:1 turndown and
shall contain stacked transmitters.
2.7.3.11 Installation
All instruments shall be installed in
accordance with Contractor's drawings and
manufacturers' recommendation. All
instruments shall be located where they will
be accessible from ladders, platforms, or
grade. All locally mounted indicating
instruments shall face forward toward the
normal operating area and shall be within
reading distance and in the line of sight.
The Contractor shall mount instruments level
and plumb, rigidly supported and in such a
manner as to provide protection from heat,
shock and vibration; accessibility for
maintenance; and freedom from interference
with piping, conduit and equipment.
Current-to-pressure transducers shall not be
mounted on the control valves unless the
transducers are received from the
manufacturer already valve mounted and
tubed, or specific instructions to valve
mount the transducers are given on the
drawings.
Single tubes and multitube bundles shall be
installed in a neat, workmanlike manner and
show no sign of crumpling, bends of too
short a radius, flattening, etc. Extreme
care shall be exercised to keep foreign
matter out of the system. All open tubing
ends and connections shall be kept plugged
to keep out dust, dirt, moisture, oil, etc.
Tube benders shall be of the proper
dimensions. Tubing shall not be installed
with damaged walls or flattened ends.
2.7.4 Control Panels
This section covers the design, fabrication and
installation of floor and wall mounted control panels
for the project.
Control panels shall meet applicable requirements of
NEMA as defined in Paragraph 2.6.1.
Panels shall be of all welded steel construction.
Exterior surfaces shall be smooth and free of defects
and imperfections. All welds shall be ground smooth.
Exposed edges, corners and edges of cutouts shall be
smooth and rounded.
Control panel doors shall be provided with full
length piano type hinges and three point latching
system fasteners with stainless steel handles. the
locks shall be keyed alike.
<PAGE>
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TENASKA GEORGIA GENERATION PROJECT Page 131 of 132
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Braces and stiffening members shall be provided as
required to prevent any panel distortion. Braces and
stiffeners shall not interfere with instrument
locations.
Panel tubing and wiring shall be neatly routed and
supported and shall not block access to instruments.
Tubing and wiring shall be terminated on tubing
terminal plates or terminal strips, respectively.
Twenty (20) percent spare connections shall be
provided.
All devices and components in the rear or interior of
the panel, as well as back of front mounted
equipment, shall be identified. Name plates shall be
installed on the front of the panels to identify all
instruments, gauges, etc.
Free standing panels shall be provided with internal
lighting fixtures and electrical outlets.
Panels shall be ventilated or air conditioned as
required to prevent overheating and moisture
condensation.
Control panels shall be cleaned, primed, and finish
painted with the manufacturer's standard painting
system.
2.7.5 Continuous Emission Monitoring System
This section covers the design, procurement,
installation, testing and certification of the
continuous emission monitoring system (CEMS) for the
plant. The CEMS equipment shall comply with NEMA,
ASME, ISA, ANSI, IEEE and OSHA codes and standards as
applicable; Environmental Protection Agency (EPA)
requirements in 40 CFR Part 60, and 40 CFR Part 75;
State of Georgia Department of Natural Resources,
Environmental Protection Division (DNR) requirements
including air permit requirements; and the
requirements of other local and state regulations.
All CEMS equipment shall be provided as a complete
and operational system designed to function as a
coordinated unit. The equipment and system shall
include, but not be limited to, all probes, sample
lines, analyzers, enclosures, data acquisition
system, heaters, piping, instrumentation valves,
supports, blowers, gas dryers, pumps, filters,
coolers and other equipment and materials for a
complete system.
The CEMS system shall utilize only dry extractive or
wet extractive type monitoring equipment. Dilution
extractive type systems are not acceptable.
The CEMS system shall monitor for the following stack
flue gas constituents:
- NO(2)
- O(2)
<PAGE>
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TENASKA GEORGIA GENERATION PROJECT Page 132 of 132
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- Stack flue gas flow rate
SO2, CO and CO2 emissions will be calculated using
fuel flow and fuel composition data.
The system accuracy, span, and specifications and
test procedures shall meet 40 CFR 60, 40 CFR 75, and
performance specifications established by DNR.
All probes and all material exposed to the flue gas
shall, as a minimum, be 316L stainless steel.
The sample lines from the stack sample probes to the
analyzers shall be heat traced and insulated for
freeze protection. Sample lines shall be shop
fabricated as a continuous length. Splicing of the
lines is not acceptable.
The Continuous Emissions Monitoring System (CEMS)
will consist of six individual extractive-type
systems. The systems will be housed in two
enclosures, each with a group of three systems. The
extractive sample conditioning will consist of heated
sample probe and line with moisture removal at the
analyzer racks. The enclosures shall be insulated,
dust tight, and environmentally controlled. The
enclosures shall be sized to provide maintenance
access around the cabinets and racks. A minimum of 30
inches clearance shall be provided between the
outside walls and the cabinets/racks. A minimum of a
48 inches access aisle shall be provided at the front
of the cabinets/racks. A 30 inch by 60 inch work
bench shall also be provided in the enclosure.
Adequate lighting and electrical outlets shall be
provided in the interior of the enclosure. The
enclosure shall conform to applicable state and local
codes.
An integrated system for CEMS control and data
acquisition shall be provided and shall be capable of
interfacing with the plant plant control system. The
data acquisition system (DAS) shall be separate,
dedicated, IBM compatible personal computer system
located in the plant control room. The DAS shall
collect and store CEMS data, perform required
calculations and generate reports as required for
plant operations and regulatory compliance.
The DAS computer shall, as a minimum, be provided as follows:
- Pentium II, 400 MHz microprocessor (minimum)
- Internal memory of at least 32 MB RAM with a
minimum 5 GB hard disk drive
- One 3-1/2 inch floppy drive and one compact
disk drive
- 15 inch VGA color monitor
<PAGE>
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- High speed, letter-quality wide carriage
printer
- 56k baud telephone modem
- Utilize WINDOWS NT Version 4.0 or later and
software required for all
calculations and report generation
The Contractor shall perform all required factory and
field tests required to certify the CEMS equipment
according to 40 CFR 60, 40 CFR 75 and TNRCC
requirements.
2.7.6 Plant Weather Instrumentation
A plant weather station shall be provided to monitor
plant ambient dry bulb temperature, wet bulb
temperature, relative humidity, barometric pressure,
wind speed, and wind direction. Hardware will
basically consist of a wind monitor and mast,
temperature/RH sensor with solar radiation shield,
barometric pressure sensor, programmable translator,
and sensor cabling. The translator device shall
provide 4-20 mA output signals to the PCS for wind
speed, wind direction, dry bulb temperature, relative
humidity, barometric pressure, and wet bulb
temperature (calculated). The weather station
instruments shall be located such that plant
equipment does not impact the readings.
2.7.7 Security System
The main gate shall be capable of being operated at
the control room and have Closed Circuit TV (CCTV)
and two-way speakers with on-off control. Contractor
shall provide all permanent surveillance facilities,
including CCTV with two cameras. Contractor shall
provide space for security monitor (minimum 14"
screen) in the control room and provide CCTV cabling
between gates and the control room. CCTV's shall have
remote pan and zoom capabilities.
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT B
ATTACHMENT I
DESIGN GUIDE DRAWING
The following is a description of information which cannot be submitted
electronically:
DRAWINGS:
1) TENASKA GEORGIA GENERATION FACILITY SITE PLAN
2) TENASKA GEORGIA GENERATION FACILITY PLOT PLAN
3) TENASKA GEORGIA GENERATION FACILITY EXISTING CONTOURS
4) TENASKA GEORGIA GENERATION FACILITY ONE LINE DIAGRAM
5) TENASKA GEORGIA GENERATION FACILITY DEMINERALIZED WATER SYSTEM - P&ID
6) TENASKA GEORGIA GENERATION FACILITY CO2 & HYDROGEN SYSTEM - P&ID
7) TENASKA GEORGIA GENERATION FACILITY NATURAL GAS SYSTEM - P&ID
8) TENASKA GEORGIA GENERATION FACILITY WATER DISCHARGE/DRAINAGE
SYSTEM - P&ID
9) TENASKA GEORGIA GENERATION FACILITY FUEL OIL SYSTEM - P&ID
10) TENASKA GEORGIA GENERATION FACILITY FIRE PROTECTION SYSTEM - P&ID
11) TENASKA GEORGIA GENERATION FACILITY COMPRESSED AIR SYSTEM - P&ID
12) TENASKA GEORGIA GENERATION FACILITY ELECTRICAL SYSTEM - DC AND UPS
POWER SYSTEM - ONE LINE DIAGRAM
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT B
ATTACHMENT II
ELECTRIC UTILITY INTERCONNECTION AGREEMENT
[LATER]
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT B
ATTACHMENT III
NOT USED
<PAGE>
EXHIBIT B
ATTACHMENT IV
[Form of Power Purchase Agreement Removed]
f<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT B
ATTACHMENT V
CONTROL SYSTEM CONFIGURATION-BLOCK
The following is a description of information which cannot be submitted
electronically:
DRAWING OF TENASKA GEORGIA GENERATION PROJECT CONTROL AND MONITORING SYSTEM -
PLANT CONTROL SYSTEM - ARCHITECTURE
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT B
ATTACHMENT VI
EXTENDED WARRANTY EQUIPMENT LIST
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT B
ATTACHMENT VI
EXTENDED WARRANTY EQUIPMENT LIST
In accordance with Article 9.9 of the EPC Agreement, the following equipment
shall have extended warrantees such that the warranty shall not expire prior
to the longer of eighteen (18) months after the Scheduled Commercial
Operation of the last Unit in Phase II or twelve (12) months after Commercial
Operation of the last Unit in Phase II. This equipment is expected to enter
commercial service with Phase I.
<TABLE>
<CAPTION>
-------------- ---------------------------------------------------------- -----------------------------------
Item Description Warrantee Period
-------------- ---------------------------------------------------------- -----------------------------------
<S> <C> <C>
Item 1 Generator 18kV/500kV Step-up Transformer serving Units The longer of eighteen (18) months
3 and 4. T2 per the Contract One-Line Diagram. after the Scheduled Commercial
Operation of the last Unit in
Phase II or twelve (12) months after
Commercial Operation of the last
Unit in Phase II.
-------------- ---------------------------------------------------------- -----------------------------------
Item 2 Power Distribution Center (PDC) including installed Same as Item 1 above.
equipment.
-------------- ---------------------------------------------------------- -----------------------------------
Item 3 Fuel Gas Supply System gas preheaters and gas Same as Item 1 above.
chromatograph
-------------- ---------------------------------------------------------- -----------------------------------
Item 4 Fuel Oil Supply System fuel oil unloading pumps and Same as Item 1 above.
forwarding pumps
-------------- ---------------------------------------------------------- -----------------------------------
Item 5 DC Electrical system including battery, battery charger, Same as Item 1 above.
and UPS including inverter.
-------------- ---------------------------------------------------------- -----------------------------------
Item 6 Air compressors and air dryers. Same as Item 1 above.
-------------- ---------------------------------------------------------- -----------------------------------
Item 7 Oil/water seperator Same as Item 1 above.
-------------- ---------------------------------------------------------- -----------------------------------
Item 8 Water Injection Supply Pumps Same as Item 1 above.
-------------- ---------------------------------------------------------- -----------------------------------
Item 9 Evaporative Cooler Supply Pumps Same as Item 1 above.
-------------- ---------------------------------------------------------- -----------------------------------
Item 10 Auxiliary Transformers 18kV/4160V. Transformers T7 & Same as Item 1 above.
T8 per the Contract One-Line Diagram.
-------------- ---------------------------------------------------------- -----------------------------------
Item 11 Auxiliary Transformers 4160V/480V. Transformers T10 & Same as Item 1 above.
T11 per the Contract One-Line Diagram.
-------------- ---------------------------------------------------------- -----------------------------------
</TABLE>
Page 1
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT C
LIMITED NOTICE TO PROCEED
<PAGE>
September 10, 1999
Mr. Gerald P. Burke Via Facsimile #210 475 8096
Zachry Construction Company
527 Logwood
PO Box 240130
San Antonio TX 78221-0130
RE: Limited Notice to Proceed
Dear Gerald:
Tenaska Georgia I, L.P., a Delaware limited partnership ("Owner") and Zachry
Construction Corporation, a Delaware corporation ("Contractor") have
negotiated a draft of an Engineering, Procurement and Construction Agreement
for a dispatchable electric generating plant to be located on Owner's
premises in Heard County in the State of Georgia (the "EPC Agreement"). This
letter authorizes Contractor to proceed with the scope of Work set forth in
Exhibit C attached to this letter for the compensation set forth in Exhibit C
and below. In performing such Work, Contractor shall be governed by the terms
set forth in the September 10, 1999 draft of the EPC Agreement. In the event
that the EPC Agreement is finally approved and executed by Owner and
Contractor, this letter will serve as the Limited Notice to Proceed under the
EPC Agreement, effective as of September 10, 1999; all payments made pursuant
to this letter shall be applied against the Guaranteed Lump Sum Price in such
EPC Agreement and to any applicable cancellation charges provided for in
Exhibit C or in such EPC Agreement; and all services performed by Contractor
shall be considered as having been performed under such EPC Agreement. If
Contractor has not received an Authorization to Proceed under the EPC
Agreement by November 15, 1999, or such EPC Agreement has not been finally
approved and executed by such date, Contractor may invoice Owner for [*] and
Owner shall pay such invoice within fifteen (15) days of receipt, provided
that this Limited Notice to Proceed shall remain in full force and effect
notwithstanding such invoice and payment, pending final approval and
execution of the EPC Agreement and delivery of an Authorization to Proceed
thereunder. If Contractor has not received an Authorization to Proceed under
the EPC Agreement by December 15, 1999, or such EPC Agreement has not been
finally approved and executed by such date, Contractor may invoice Owner for
an additional [*] and Owner shall pay such invoice within fifteen (15) days
of receipt, provided that this Limited Notice to Proceed shall remain in full
force and effect notwithstanding such invoice and payment, pending final
approval and execution of the EPC Agreement and delivery of an Authorization
to Proceed thereunder. This
<PAGE>
Mr. Gerald P. Burke
September 10, 1999
Page 2
letter does not release Contractor to perform any other services anticipated
under the EPC Agreement, except at its sole risk, and Contractor specifically
agrees not to perform any additional services at Owner's premises until released
by Owner with respect to such additional services.
Owner and Contractor agree to use good faith efforts to proceed with
the negotiation, approval and execution of the EPC Agreement. Notwithstanding
this letter, or any past or future discussions or other communications between
the Parties, neither of the Parties will have any liability or obligation
whatsoever to the other with respect to entering into the EPC Agreement. If
either Party chooses to rely to its detriment on the expectation that the other
will, in fact, enter into the EPC Agreement, such reliance is undertaken at that
Party's sole risk, and the other Party will have no liability or responsibility
for any adverse consequences if no such agreement is signed, regardless of the
reason.
TENASKA GEORGIA I, L.P.
By: TENASKA GEORGIA, INC.
Managing General Partner
By: /S/
------------------------
Title: Vice President
This Limited Release is acknowledged and accepted, effective as of September 10,
1999.
ZACHRY CONSTRUCTION CORPORATION,
a Delaware corporation
By: /S/
------------------------
Title: Sr. Vice President
Attachment
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EPC-Exhibit C
TENASKA GEORGIA I, L.P.
Page 1 of 2
TENASKA GEORGIA GENERATING PROJECT Date 09/10/99
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As described in Article 20 of the draft EPC Agreement of September 10, 1999,
Owner may issue a Limited Notice to Proceed prior to the issuance of an
Authorization to Proceed. During this Limited Notice to Proceed, the Contractor
will start engineering and procurement functions in preparation for construction
activities. The following activities are expressly authorized during this
Limited Notice to Proceed.
1. Perform geotechnical investigations at the plant site.
2. Proceed with engineering and procurement functions, as the Contractor
deems necessary to support the Project Schedule. These activities may
include the following:
- Geotechnical investigation subcontract.
- Engineering to evaluate geotechnical data and develop
foundation design criteria.
- Project planning and schedule.
- Develop engineering design criteria.
- Coordinate General Electric Engineering Services.
- Prepare General Arrangement Drawings.
- Issue site preparation drawings.
- Initiate turbine generator foundations.
- Initiate building architectural design.
- Finalize Project Schedule.
- Prepare Project Design Manual.
- Prepare General Construction Specifications.
- Prepare Project Execution Strategy (i.e., Project procedures
manual)
- Prepare Site Specific Construction Manuals - (Environmental,
Health & Safety and QA).
- Prepare preliminary P&ID's.
- Initiate underground utility drawings.
- Initiate piping layouts.
- Prepare electrical one-lines.
- Prepare electrical load flow studies.
- Initiate electrical grounding design.
- Perform necessary design, specification preparation, bidding,
contract negotiations, and awards for procurement of stacks,
silencers, field erected tanks, generator breakers, iso-phase
bus, power distribution center (MCC, switchgear, etc.),
auxiliary transformers, and step-up transformers.
- Perform necessary design and specification preparation for the
compressed air system, plant control system, and CEMS.
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EPC-Exhibit C
TENASKA GEORGIA I, L.P.
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TENASKA GEORGIA GENERATING PROJECT Date 09/10/99
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- Perform engineering functions, as required, to support Owner's
permit applications.
3. Support GE ODM Meeting.
Owner may terminate this contract during the Limited Notice to Proceed
period provided that the following cancellation charges are paid at the
time of termination. Contractor shall be paid (1) actual termination
costs incurred by Contractor in terminating all equipment purchase
orders; and (2) Contractor's actual costs of termination which are in
addition to item (1) plus 10%, provided Contractor's actual costs of
termination shall not include any charges for direct or indirect
general and administrative costs or allocations of overhead, but in no
event shall Contractor be entitled to receive more than the applicable
Cumulative Cancellation Charge listed below.
<TABLE>
<CAPTION>
Cumulative
Event Cancellation Charge
<S> <C>
September 15, 1999 $100,000
October 1, 1999 $225,000
October 15, 1999 $325,000
November 1, 1999 $425,000
November 15, 1999 $1,147,500
December 1, 1999 $2,662,809
December 15, 1999 $2,917,809
After Authorization to Proceed See Article 18 EPC Agreement
</TABLE>
The Cumulative Cancellation Charge shown above for any date shall
remain in effect until the next date shown on the chart at which time
the Cumulative Cancellation Charge shall be increased to the amount
shown.
During the period from September 10, 1999 until the earlier of (1)
delivery of an Authorization to Proceed under the EPC Agreement or (2)
December 31, 1999, Owner shall have the right, prior to execution of
each of Contractor's purchase orders, to review the cancellation
provisions of such purchase order.
The above cancellation charges do not include any cancellation charges
related to the Turbine Contract. In the event that, after the
assignment of the Turbine Contract, Contractor must pay any
cancellation charges that are currently provided for under the Turbine
Contract, the above charges will be increased by an amount equal to
such cancellation charges.
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT D
ACCEPTANCE TEST GUIDELINES,
PROCEDURES AND SPECIFICATIONS
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EPC - Exhibit D
TENASKA GEORGIA GENERATION PROJECT
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ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFCATIONS Date 9/13/99
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<TABLE>
<CAPTION>
Section
--------
<S> <C> <C>
1 Introduction and General Requirements....................................................................2
2 Owner Tests..............................................................................................5
2.1 Performance Tests...............................................................................5
2.1.1 Concepts and Objectives................................................................5
2.1.2 General Requirements...................................................................5
2.1.3 Guaranteed Commercial Operation Performance............................................7
2.1.4 Integrated Plant Systems Tests.........................................................9
2.1.5 Final Report...........................................................................9
2.2 Demonstration Tests............................................................................10
2.2.1 General Requirements..................................................................10
2.2.2 Demonstration Tests Required for Commercial Operation.................................11
2.2.3 Demonstration Tests Not Required for Commercial Operation.............................12
2.2.4 Final Report..........................................................................13
2.3 Emissions Tests................................................................................13
2.3.1 General Requirements..................................................................13
2.3.2 Compliance Test Report................................................................15
2.4 Availability Tests.............................................................................15
2.4.1 Unit AvailabilityTests...................................................................15
2.4.2 Plant Availablity Test...................................................................16
3 PECO Tests..............................................................................................17
3.1 Utility Capacity Test..........................................................................17
3.2 Procedures and Test Requirements...............................................................17
3.3 Standard Conditions............................................................................20
3.4 Final Report...................................................................................20
</TABLE>
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EPC - Exhibit D
TENASKA GEORGIA GENERATION PROJECT
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ACCEPTANCE TEST GUIDELINES, PROCEDURES AND SPECIFCATIONS Date 9/13/99
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All Section references in this Exhibit D shall be to Sections in this Exhibit D
unless otherwise specifically stated.
SECTION 1 INTRODUCTION AND GENERAL REQUIREMENTS
1.l This Exhibit describes the Acceptance Test procedures, guidelines and
specifications for the Georgia Generation Project located in Heard
County, Georgia. The simple cycle generation plant is comprised of six
(6) General Electric PG7241FA gas turbine-generators.
1.2 The Acceptance Tests described in this Exhibit fall into two (2)
categories: Owner Tests and PECO Tests. The Owner Tests, which are
covered under Section 2.0 of this Exhibit D, consist of Performance
Tests (including Component Tests) if required, Demonstration Tests,
Emissions Test and Availability Test. The PECO Tests, which are covered
under Section 3.0 of this Exhibit D, consist of a Utility Capacity Test
and an Evaporative Cooler Test.
1.3 During all Acceptance Testing the plant and equipment will be operated
within normal design limits of the equipment and in a manner consistent
with Good Utility Practice for continuous long-term operation, and the
gas turbine control temperatures shall not exceed manufacturer's
recommendation for continuous long-term operation. During testing, the
Plant will be operated from the control room with systems normally
operated in automatic operating in the automatic mode.
During the Acceptance Testing period, the Contractor will develop a
daily testing schedule and submit it to Owner at least twelve (12)
hours prior to testing. Contractor will notify owner of any changes in
the schedule as soon as possible. Contractor will always notify Owner
at least one (1) hour prior to start of any given test.
1.4 During the Performance Tests (Exhibit D, Section 2.1), the Gas Turbine
Fuel Oil Firing Test (Section 2.2.2.1), the Minimum Load Test (Section
2.2.2.8), the Unit Availability Test (Section 2.4), and the Utility
Capacity Test, (Section 3.0) stack emissions shall be equal to or less
than the permit limits included in Exhibit G.
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Verification of stack emissions shall be performed using the CEMS
(referred to as the "CEMS Requirements" in Section 12.2(d) of the EPC
Agreement). CEMS equipment shall be tested in accordance with the
applicable requirements of 40 CFR Pt. 60, Appendix F and 40 CFR Pt. 75,
Appendix A, as appropriate, prior to the start of Acceptance Testing
and the CEMS shall be in service throughout the tests.
Contractor shall be responsible for the field functional testing,
calibration testing of the CEMS prior to all Acceptance Testing.
Contractor shall be responsible for developing CEMS certification
protocol and calibration. The certification protocol shall be submitted
to the Owner for Georgia Department of Natural Resources approval at
least 90 days in advance of the certification and calibration.
1.5 For the purposes of this exhibit, the term "Unit" refers to the gas
turbine being tested at one time. The "Plant" refers to all completely
installed gas turbines at the time of the Plant test.
1.6 Acceptance Testing will be conducted on the Unit. The tests will be
conducted after installation of equipment for each gas turbine.
Temporary instrumentation will be used if permanent plant
instrumentation is not available and if data is required. During
Acceptance Testing the Unit will operate with normal plant staffing.
All operating functions will be conducted by the permanent operating
staff and the Contractor's personnel will provide supervision only and
will not perform any hands-on operating functions. The Unit will run in
a normal manner with no required equipment shutdown to reduce auxiliary
load. Only equipment required for normal operation will be in
operation. During the Performance Test for both natural gas and oil
operation, the demineralizer raw water pumps and the portable
demineralizer trains will not be in service.
1.7 During all Acceptance Testing the Unit shall be capable of operating in
compliance with all permit limits and requirements as measured by plant
instrumentation.
1.8 The Owner will cooperate with Contractor to attempt to complete the
Performance and PECO Tests before [*] of gas turbine operation have
accumulated on each of the six gas turbine Units. If more than [*] have
elapsed before the Performance and PECO Tests are completed, then the
gas turbine manufacturer's representative may inspect the equipment to
determine whether the units are in the new and clean condition. If the
manufacturer's representative determines that the Units are not in the
new
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and clean condition, the Contractor shall clean the Units by off-line
water washing per the manufacturer's instruction manual. If the Owner
at it's sole discretion operates the Plant in excess of [*] , the
performance degradation schedule included as an attachment to Appendix
C in Exhibit H shall be used.
1.9 The general methods outlined in the applicable ASME Performance Test
Codes will be used as a guide to the extent not in conflict with other
requirements of the Agreement. Acceptance Testing procedures for all
plant Acceptance Testing (including Component Testing) shall be
developed by the Contractor and shall be generally as described in the
General Electric Contract for Purchase, Exhibit H, Appendix C.
1.10 The gas turbine net electrical output will be measured using the
utility kilowatt hour meter(s) on the 500 kVhigh voltage (secondary)
side of the generator step-up transformers. The Metering Equipment will
meet the accuracy standards established in the latest revision of
Standard C12.1 of the American National Standards Institute. Inc.
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Section 2 Owner Tests
2.1 Performance Tests
2.1.1 Concepts and Objectives
2.1.1.1 The objective of the Performance Tests will be to determine if each gas
turbine achieves the guarantees of Commercial Operation Net Output
operating on natural gas as set forth in Section 13.3 of the Agreement
and of Commercial Operation Net Heat Rate operating on both natural gas
and fuel oil set forth in Section 13.4 of the Agreement.
2.1.1.2 The Performance Tests will be an input/output Test for individual gas
turbines generally in accordance with ASME PTC 22-1997, and where
applicable ASME PTC 46-1996, Performance Test Code on Gas Turbine
Performance and Overall Plant Performance respectively, with
measurements of additional parameters required to assure that the gas
turbines are operating at the Basis of Guarantee or to enable
correction of measured performance to the Basis of Guarantee.
Concurrent with the input/output Performance Test and Net Equipment
Maximum Electrical Output Test, measurements shall be taken as required
to allow calculation of Component performance for the gas turbines.
2.1.1.3 During the performance Test, the conditions that each gas turbine are
operating under, will most likely not be equal to design. For this reason
Correction Factors will be applied to the as-tested values of gas turbine
Net Electrical Output and Heat Rate. The following parameters will be
corrected for during the Performance Tests are:
- Compressor Inlet Dry bulb Temperature
- Compressor Inlet Relative Humidity
- Ambient Barometric Pressure
- Fuel Analysis & Temperature
- Power Factor
2.1.2 General Requirements
Data for each Performance Test will consist of instrument readings taken at no
greater than ten-minute intervals over a two (2) hour continuous time span after
steady-state conditions and
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following a one (1) hour pretest stabilization period have been
established. Four consecutive thirty minute tests will be conducted,
and the average of the four tests' results will be used to determine
the achievement of the Preliminary Liquidated Damages Performance
Guarantees.
2.1.2.2 The gas turbine will be considered to be in a steady-state condition
when the turbine wheel space temperatures do not change more than 5
degrees F in 15 minutes prior to the test point.
2.1.2.3 Barometric pressure at the Plant premises will be located near the CTG
inlet and measured with a digital barometer with a calibration
certificate. The accuracy will be in accordance with paragraph 4.13.8
of ASME PTC-22 (1997).
2.1.2.4 To monitor compressor inlet temperature for the Performance test, a
minimum of four RTD's or thermocouples will be mounted directly into
ductwork through nipple connections upstream of the compressor inlet.
If the evaporative cooler is in service, the compressor inlet relative
humidity shall be determined by analysis, using the ambient dry bulb,
ambient wet bulb, and the compressor inlet wet bulb temperatures. If
the evaporative cooler is not in service, the compressor inlet relative
humidity shall be the measured ambient relative humidity.
2.1.2.5 Ambient conditions will be measured near the gas turbine inlet air
filter. Ambient dry bulb temperature will be measured with a
thermometer or thermocouple. Ambient relative humidity or wet bulb
temperatures will be determined using a psychometer.
2.1.2.6 The Transco natural gas custody transfer meter will be used for the
combustion turbine performance related calculations applicable when
burning gas. If all parties agree, the GE installed individual
combustion turbine high accuracy inlet orifice plate meters will be
used for performance calculations in lieu of the Transco meter. Gas
fuel flow to the plant will be measured with a flat plate orifice
installed in accordance with the requirements of ASME MFC-3M-1989 and
ISO-5157-1. Tenaska/Transco may consider AGA-3 as the preferred
standard. The upstream pressure will be measured with a precision test
instrument, calibrated differential pressure transducer or gauge, and
the gas temperature with a thermometer or thermocouple.
2.1.2.7 . Gas samples will be taken from the fuel gas system during the gas
fired tests for laboratory measurement of higher heating value and
specific gravity. The higher and
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lower heating value will be determined from the laboratory gas analysis
per ASTM D3588. At least one gas sample will be taken every 30 minutes
during the tests. The gas chromatograph on site will be used for backup
and verification of analyses. If mutually agreed by all parties, the
chromatograph results may be used for the fuel gas constituent
analysis, the heating value will than be determined by Table 4.12.6 of
ASME PTC-22.
2.1.2.8 Calculation of gas flow will be done in accordance with the latest AGA
standards using compressibility factors calculated from Detail Method
of AGA Report No. 8 - 1994.
2.1.2.9 Corrected Commercial Operation Output for each CTG will be determined
using the CTG net revenue kilowatt-hour meter on the high voltage
(secondary) side of the generator step-up transformers. The As-tested
power will be corrected for ambient conditions. The corrected value of
Commercial Operation Output will be determined as outlined in
Attachment I of this Exhibit. An example calculation is included as
Attachment II of this Exhibit.
2.1.2.10 The Corrected Commercial Operation Heat Rate for each CTG will be
determined as outlined in Attachment I of this Exhibit:
2.1.3 Guaranteed Commercial Operation Performance
The total Plant performance will be determined at the conclusion of the
six (6) individual gas turbine performance tests. The total Plant
As-Tested Output will be determined by the sum of the six (6)
individual CTG Corrected Commercial Operation Output values. The total
Plant heat rate will be determined by dividing the sum of the six
individual corrected Heat Consumption values by the total facility
output (as determined above).
The guaranteed performance may be summarized on an individual Unit
basis as follows.
- Commercial Operation Net Output for each Unit (natural gas):
156,410 kW
- Commercial Operation Heat Rate for each Unit (natural gas):
10,683 Btu/kW-Hr (HHV)
- Commercial Operation Heat Rate for each Unit (oil): 10,821
Btu/kW-Hr (HHV)
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2.1.3.1 Interim Performance Requirements
- Unit Net Power Output (natural gas): [*]
- Unit Net Heat Rate (natural gas): [*]
- Unit Net Heat Rate (oil) [*]
2.1.3.2 Basis of Guarantee: The following parameters will define the base
operating conditions for the Performance Tests. This will be the basis
for any corrections or adjustments to the "as-tested" values for
Commercial Operation Output and Commercial Operation Net Heat Rate
parameters.
- Customer Gas composition Fuel Gas Analysis included in Exhibit
H, Appendix A.
- Gas turbine compressor inlet temperature: 77 DEGREE F
- Gas turbine compressor inlet relative humidity 88%
- Fuel Gas Temperature 60 DEGREE F
- Fuel oil will be considered to be a Light Distillate or Diesel
Fuel as defined in Appendix A in GEI-41047H.
- Ambient conditions
Dry bulb temperature: 94 DEGREE F
Wet bulb temperature: 74 DEGREE F
- Barometric pressure: 14.29 psia (785 ft el)
- Generator power factor as
measured at generator terminals 0.95 lagging
- Generator terminal frequency 60 Hertz
- Evaporative coolers are in service
- Inlet loss (Corrections will be 4 inches of water
allowed only to the extent applied to
GE performance test results)
- Gas Heaters are not in service (Correction for gas heater fuel
consumption will be permitted if heaters are required during
the test).
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2.1.3.3 Instrument measurement uncertainty will be applied to the results of
the Performance Tests based on the accuracy of the individual test
measurements. Measurement uncertainty shall be applied to the test
results before comparison to guaranteed parameters set forth in
Sections 2.1.3.1 and 2.1.3.2. An evaluation of the instrument
uncertainty will be included in the proposed detailed test procedure
and mutually agreed upon by Owner and Contractor prior to conducting
the Performance Tests. Total measurement Uncertainty (including effects
from bias and precision errors) shall not exceed 1.0% on Commercial
Operation Net Output and 1.5% on Commercial Operation Net Heat Rate.
The maximum values of the uncertainty (stated above) shall be applied
as a tolerance to the Guarantee Output and Heat Rate values for the
purposes of determination of successful Performance Tests.
All kWh measurements used for determining test results will have an
accuracy of + 0.35% or less. All Fuel Gas flow measurements will have
an accuracy of + 0.8% or less.
2.1.4 Integrated Plant Systems Tests
Three (3) Integrated Plant Systems Tests will be performed as part of
the Acceptance Testing for the Plant. At the conclusion of the
individual testing of the initial three (3) Units, a Phase I Integrated
Plant Systems performance test run will be performed with Units 1, 2,
and 3 operating simultaneously.
At the conclusion of the individual testing of the final set of three
(3) Units, a Phase II Integrated Plant Systems performance test run
will be formed with Units 4, 5, and 6 operating simultaneously.
The Phase I and II Integrated Plant Systems tests, described above may
be considered to be the Phase I and II PECO Tests described in Section
3.1.1.
The final Integrated Plant Systems performance test will be performed
with all six (6) units operating simultaneously.
The Integrated Plant Systems Tests will be performed in accordance with
Section 2.1.1 and 2.1.2 of this Exhibit.
The Integrated Plant Systems Performance Tests will verify that the
Plant, when operated
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at the conclusion of Phases I and II and later the entire Plant as a
whole, is not limited in its capability to produce the Commercial
Operation Output. The Integrated Plant Systems Tests will also be used
to confirm that the plant auxiliary loads including generator step up
transformer losses associated with the individual Unit performance
tests were properly accounted for and any corrections were made
accurately.
2.1.5 Final Report
A written report of the results of the Performance Tests for each gas
turbine will be prepared. The report will include, as a minimum, the
following:
- A copy of the approved test procedure with uncertainty
analysis.
- Date and time of the test start and finish.
- Description of the conditions under which the tests were
performed including meteorological information.
- Summary of instrument calibration data including signed and
approved instrument calibration forms.
- Summary of all test data and results including any tests
conducted on individual components.
- Summary of test instrument measurement uncertainties.
- Comparison of test results to the performance guarantees.
- Conclusions from the test results.
2.2 Demonstration Tests
Demonstration Tests will be conducted to demonstrate satisfaction of
the requirements for plant or system capabilities set forth in Section
2.2.2 and 2.2.3.
2.2.1 General Requirements
Demonstration Tests required for Commercial Operation as delineated in
Section 2.2.2 below will be conducted in accordance with the
requirements for notification for Acceptance Testing as described in
Section 12.2(b) of the Agreement. Demonstration Tests not required for
Commercial Operation delineated in Section 2.2.3 below; will be
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conducted in accordance with the requirements for notification for
Acceptance Testing described in Section 12.2 of the Agreement.
Units # 2 and # 3 will not require commissioning or testing on fuel oil
as a condition of Commercial Operation. Commissioning on fuel oil and
completion of the Deferred Tests shall be performed after Commercial
Operation. The Deferred Tests are those tests which require fuel oil
firing as follows:
a. Net Equipment Heat Rate Test (Section 2.1) on fuel oil.
b. Air Emissions Test (Section 2.3) on fuel oil.
c. Gas Turbine Fuel Switching Test (Section 2.2.2.2).
d. Minimum Load Operation at 50% Base Load on fuel oil (Section
2.2.2.8)
e. Gas Turbine Startup on fuel oil (Section 2.2.2.3).
f. Gas Turbine Load Rate Change on fuel oil (Section 2.2.2.5).
g. Gas Turbine Fuel Oil Firing (Section 2.2.2.1).
2.2.2 Demonstration Tests Required for Commercial Operation
The Demonstration tests required for commercial operation is summarized
as follows.
- Gas Turbine Fuel Oil Firing
- Gas Turbine Fuel Switching
- Gas Turbine Startup
- Startup Durations
- CTG Response Characteristics
- Generators Leading/Lagging Operation
- Minimum Load Operation
- Automatic Generation Control
The following will be the acceptance criteria for the Owner
Demonstration Tests required for Commercial Operation unless noted
otherwise.
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2.2.2.1 Gas Turbine Fuel Oil Firing
The gas turbine-generators shall operate for one (1) hour at base load
in accordance with the Demonstration Test included in Exhibit H,
Appendix C, Section 6.8, while fired 100% with fuel oil without any
combustion system or gas turbine temperature alarms.
2.2.2.2 Gas Turbine Fuel Switching
Each gas turbine shall switch fuel (natural gas to fuel oil and back
from fuel oil to natural gas) at conditions in accordance with the
Demonstration Test included in the General Electric Contract for
Purchase, Exhibit H, Appendix C, Section 6.2.
2.2.2.3 Gas Turbine Startup
Each gas turbine shall startup on natural gas and fuel oil in
accordance with the Demonstration Test included in Exhibit H, Appendix
C, Section 6.4.
2.2.2.4 Reserved
2.2.2.5 Gas Turbine Response Characteristics
The gas turbine-generators shall demonstrate the loading/unloading rate
in accordance with the Demonstration Test included in Exhibit H,
Appendix C, Section 6.5.
2.2.2.6 Reserved
2.2.2.7 Generators Leading/Lagging Operation
The gas turbine-generators shall operate at the power factors in
accordance with the Demonstration Test included in Exhibit H, Appendix
C, Section 6.1.
2.2.2.8 Minimum Load Operation
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Each gas turbine shall operate stably at 50% of base load, for a period
of two (2) hours while maintaining emissions compliance in accordance
with the Demonstration Test included in Exhibit H, Appendix C, Section
6.3..
2.2.2.9 Automatic Generation Control
Automatic generation control shall be demonstrated for the entire
facility and individual gas turbines from 50% base load to maximum
output. Two separate tests (each in Phase I and again in Phase II) will
be performed; the first, with the gas turbine being tested, and second
with all of the installed gas turbines for that Phase in service. In
each test the automatic generation control equipment will be used to
balance load on the gas turbine(s) ramping the unit(s) from 50% to base
load. Plant response characteristics shall meet and can be used to
satisfy the AGC requirements referred to in item 2.2.2.5 above.
2.2.2.10 Reserved
2.2.3 Demonstration Tests Not Required for Commercial Operation
The Demonstration tests not required for commercial operation is
summarized as follows.
- Noise
The following will be the acceptance criteria for the Owner
Demonstration Tests not required for Commercial Operation unless noted
otherwise.
2.2.3.1 Noise
Noise emission audits for each Phase shall be conducted by the
Contractor during operation of the Facility to verify that plant noise
emissions do not exceed the noise emissions limits as defined in
Section 3.25 of Exhibit A. The noise emissions audit shall be conducted
at maximum plant output with normal operating equipment in service and
building ventilation fans in operation. Satisfactory demonstration that
the noise emissions with all six units in operation at the completion
of Phase II shall be a condition for Final Acceptance.
2.2.4 Final Report
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A written report of the Demonstration Tests performed under Section
2.2.2 and Section 2.2.3 will be prepared. The report will include, as a
minimum, the following:
2.2.4.1 Date and time of each test
2.2.4.2 Names of the participants who witnessed the tests
2.2.4.3 Description of the conditions under which the tests were performed
2.2.4.4 Summary of all test data and results
2.2.4.5 Conclusions from the test results
2.3 Emissions Tests
2.3.1 General Requirements
The Initial Determination of Compliance (Source Emission Test) and
Continuous Determination of Compliance for CO and NOx (CEMS design and
Quality Assurance Testing) shall be conducted by the Contractor for the
gas turbine stacks in accordance with Georgia Department of Natural
Resources (GDNR) and Prevention of Significant Deterioration (PSD)
permit to construct as included in Exhibit G of this Agreement.
Conducting the Emission Test shall not be a precedent condition for
Commercial Operation of the Plant..
Fuel fired during the Emission Tests shall be in accordance with the
Fuel Analyses, GE Gas Fuel Specification GEI-41040F, and GE Gas Turbine
Liquid Fuel Specifications GEI-41047H, included in Exhibit H, Appendix
A.
2.3.1.1 The Source Emission Test must be conducted no later than 60 days after
achieving the maximum production rate at which each gas turbine will be
operated but no later than 180 days after initial startup of each unit.
Tests will be made for the following pollutants:
a. NOx and O2 - EPA Method 20 (or equivalent)
b. CO - EPA Method 10 or 10B
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c. PM-10 - EPA Method 201A and 202 or Method 5 modified
to include back-half condensables, including an
allowance for ambients
d. VOC - EPA Method 25A modified to exclude methane and
ethane
f. Opacity - EPA Method 9
g. Moisture - EPA Method 4
h. Flue Gas flow - EPA Method 2
Combustion turbine emissions testing and system adjustments are
conducted in accordance with GE document GEK-28172D, Standard Field
Testing Procedure for Emissions Compliance, included in Exhibit H;
provided that in the event of a conflict between the foregoing document
and the GDNR Emission Test requirements, the GDNR requirements shall
prevail.
2.3.1.2 The Contractor shall submit a Source Emission Test plan to the Owner
for GDNR approval at least 45 days in advance of the test date and
notify the Owner and the GDNR at least thirty (30) days in advance of
the exact scheduled test date.
Consistent with the Air Permit in Exhibit G, Contractor guarantees that
the hourly average exhaust emissions from each of the six GT units
shall not exceed the following concentrations or emission rates in
steady-state operation from base load down to 50% of gas turbine base
load as verified by GDNR-approved compliance testing.
2.3.1.3 The CEMS shall measure NOx, CO, and O2 and meet the applicable
quality-assurance requirements specified in 40 CFR Pt. 60, Appendix F,
Procedure 1 and any other requirements of the Air Quality permit
attached as Exhibit G. If applicable, the CEMS will be required to meet
the design and performance specifications, pass the field tests, and
meet the installation requirements and data analysis and reporting
requirements specified in the applicable performance specifications in
40 CFR Pt. 75, Appendix A.
The Contractor shall notify the customer at least 30 days prior to any
required relative Accuracy Test audit to provide them the opportunity
to observe the testing.
2.3.2 Compliance Test Report
The Compliance Test report shall be prepared by the Contractor and be
submitted to the Owner for submittal to the GDNR within 60 days after
successful completion of the test.
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All original monitoring and quality assurance data on the CEMS will be
maintained by and become the property of the Owner.
2.4 Availability Tests
2.4.1 Unit Availability Tests
The Unit Availability Test will demonstrate the ability of each gas turbine Unit
to operate reliably with a 99% availability or greater. The Unit Availability
Test will be deemed satisfied when each Unit operates reliably and with a 99%
availability for 12 consecutive hours per day over a period of 2 consecutive
days or Owner provides Contractor written notification that the Availability
Test is satisfied
During each hour of the Unit Availability Test, the Unit will be expected to
operate above the applicable gas-fired, base load Guaranteed Net Equipment
Electrical Output value shown in Exhibit H, Appendix C, Table 1-1. Credit for
Unit output above the applicable value in the tables will not be allowed. No
corrections to Unit output will be made unless ambient conditions exceed the
test rating conditions in Section 2.1.3.3. The Unit Availability Test will be
deemed successful if the corrected net energy (kWh) value divided by the number
of hours operated during the Availability Test is greater than 0.99 multiplied
by the the applicable Guaranteed Net Equipment Electrical Output value from
Exhibit H, Appendix C, Table 1-1.
If the gas turbine Units are available to run but cannot due to reasons beyond
Contractor's control, the Availability Test will be deemed satisfied when :
1) each Unit operates reliably and with a 99% availability for 40 hours, or
2) 30 calendar days have passed since Contractor has made the Units available
for the Availability Test.
During the test all necessary systems for normal and continuous
operation for the Phase shall be in final configuration.
At the Contractor's option, the PECO Tests (Section 3.0) may be
conducted during the Availability Test.
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2.4.2 Plant Availability Test
A Plant Availability Test will be performed prior to Plant Commercial Operation.
The Plant Availability Test will demonstrate the ability of the Plant to operate
reliably with a 99% availability or greater. The Plant Availability Test will be
deemed satisfied when the Plant operates reliably and with an availability of
99% for 12 consecutive hours per day over a period of 2 consecutive days or
Owner provides Contractor written notification that the Plant Availability Test
is satisfied. For purposes of the Plant Availability Test, any non-availability
attributed to the Equipment supplied by General Electric in accordance with
Exhibit H will be excused and such Equipment will be deemed to have an
availability of 99%.
If the Plant is available to run but cannot due to reasons beyond Contractor's
control, the Availability Test will be deemed satisfied when :
2) the Plant operates reliably and with a 99% availability for 40 hours, or
3) 30 calendar days have passed since Contractor has made the Plant available
for the Availability Test.
SECTION 3 PECO TESTS
The PECO Tests shall consist of a Utility Capacity Test and a Gas
Turbine Evaporative Cooler Test.
3.1 Utility Capacity Test
In general, the Utility Capacity Test herein will comply with Exhibit
5.01, Section 5.01 of the Power Purchase Agreement (PPA) included as an
Attachment III to this Exhibit.
3.1.1 The objective of the Utility Capacity Test is to determine the maximum
Net Output of the facility as measured, based on actual performance of
the facility, and use test data to
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assist Owner in establishing Contract Capacity as outlined in the PPA.
The test shall be conducted with the simultaneous operation of all the
gas turbines associated with each Phase (Units 1, 2, & 3 in Phase I,
Units 4,5, & 6 in Phase II) at their guaranteed output as established
in Exhibit H, Appendix C. The evaporative cooler shall be in service
provided ambient temperatures exceed 60oF. As part of the Utility
Capacity Test, a Gas Turbine Evaporative Cooler Test shall be conducted
as specified in Section 3.2.2.
3.1.2 In-plant station instrumentation and metering in conjunction with
precision instrumentation will be used so that the PECO Tests can be
conducted with minimal special preparation.
3.1.3 Test corrections will be used to adjust the tested output capability of
the Plant to Standard Conditions listed in Section 3.3. These Standard
Conditions include the variables which most significantly affect the
capacity capability of the Plant.
3.1.4 Manufacturer's data and performance curves will be used for correcting
test data to Standard Conditions listed in Section 3.3.
3.2 Procedures and Test Requirements
3.2.1 General Requirements for the Utility Capacity Test
3.2.1.1 Contractor will develop in coordination with Owner, detailed
Performance Test Procedures thirty (30) days prior to the commencement
of Acceptance Testing.
3.2.1.2 The Capacity Test will be two (2) hours in duration. Data will be
collected during two (2) 60-minute intervals during the Capacity Test.
3.2.1.3 The Capacity Test will be conducted with all normally operated
auxiliaries in service and with the Plant operated at a power factor
between 0.95 leading to 0.95 lagging.
3.2.1.4 The Plant will be operated on natural gas.
3.2.1.5 Owner will provide notice to PECO at least ten (10) days before the
Capacity Test. Utility personnel will be allowed to witness the
Capacity Test.
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3.2.1.6 Contractor will provide qualified test engineers to direct the Utility
Test, assist with data collection and perform calculations.
3.2.1.7 Reactive power data will be collected from the Utility (kWh) meter used
for measuring net reactive power output to the transmission system. The
change in meter readings over a set time period will be used to
calculate a net capacity value.
3.2.1.8 The output of the gas turbine generators shall be corrected in
accordance with the conditions specified herein. The corrections will
then be applied to the Utility kWh meter readings.
3.2.1.9 Calculated contract capacity shall be rounded off to the nearest 100
kW.
3.2.1.10 No adjustments shall be made to the capacity calculations for
tolerances due to measurement uncertainties.
3.2.1.11 Data shall be collected at ten minute intervals for each one (1) hour
test run.
3.2.1.12 Computations for correcting capacity shall be performed immediately
following each test run.
3.2.1.13 The preliminary corrected capacity results shall be available upon
completion of the test run calculations.
3.2.1.14 The Plant Net Capacity shall be the average of the Net Plant Output
corrected to Standard Conditions (Section 3.3) calculated for each test
run.
3.2.1.15 A preliminary report summarizing the test results will be prepared and
issued by the Contractor within 24 hours upon which the test is
completed. Contractor shall issue Final Report within two (2) weeks of
test completion.
3.2.1.16 Contractor may retest if not satisfied with the test results.
3.2.2 Gas Turbine Evaporative Cooler
Gas turbine evaporative cooler effectiveness shall be determined by
test data as follows:
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X (Dbt - CITt) / (Dbt - WBt)
Test evaporative cooler effectiveness will be used to determine the
compressor inlet temperature at Standard Conditions (Section 3.3) as
follows:
CITsc - Dbsc - X (Dbsc - Wbsc) = 94 - X (20)
where:
X = tested evaporative cooler effectiveness
DBt = dry bulb temperature, DEGREE F
CITt = compressor inlet temperature, DEGREE F
WBt = wet bulb temperature, DEGREE F
t = at test conditions
sc = at standard conditions
DBsc = 94 DEGREE F
WBsc = 74 DEGREE F
The Evaporative Cooler Test shall be performed only if : (1) the dry
bulb temperature exceeds 60 DEGREE F, and (2) there is a minimum
10 DEGREE F difference between wet bulb and dry bulb temperatures.
If the Evaporative Cooler Utility Test cannot be performed due to
ambient restrictions in stated above, then the design evaporative
cooler effectiveness (85%) will be used during the interim to determine
Plant Net Capacity. The evaporative cooler will be tested independently
at earliest time acceptable to all parties (PECO, Owner and EPC
Contractor).
3.3 Standard Conditions
Test data from the Utility Test described in this Section 3.0, shall be
corrected to the Standard Conditions set forth in Exhibit 5.01 of the
PPA. Correction factors shall be developed by the Contractor with the
participation of the turbine manufacturer as part of the procedure for
performing the test and at the Contractor's option, in accordance with
the guidelines set forth in ASME PTC-22 for the gas turbine unit.
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(a) 3.3.1 Test data from the Utility Test described in this
Section 3, shall be corrected to the Standard Conditions set forth in
Exhibit 5.01 of the PPA.
3.4 Final Report
3.4.1 A Final Report will be provided in writing to the Owner within fourteen
(14) days of the test completion.
3.4.2 A written report of the results of the PECO Tests for the facility will
be prepared. The report will include, as a minimum, the following:
- A copy of the approved test procedure .
- Date and time of the test start and finish.
- Description of the conditions under which the tests were
performed including meteorological information.
- Summary of instrument calibration data including signed and
approved instrument calibration forms.
- Summary of all test data and results including any tests
conducted on individual components.
- Summary of test instrument measurement uncertainties.
- Comparison of test results to the performance guarantees.
- Conclusions from the test results.
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT D
ATTACHMENT I
<PAGE>
[*] The following five (5) pages have been omitted and filed separately with
the Securities and Exchange Commission as part of a Confidential Treatment
Request.
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT D
ATTACHMENT II
<PAGE>
[*] The following nine (9) pages have been omitted and filed separately with
the Securities and Exchange Commission as part of a Confidential Treatment
Request.
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT D
ATTACHMENT III
PERFORMANCE TEST GUIDELINES AND PROCEDURES
<PAGE>
EXHIBIT 5.01
PERFORMANCE TEST GUIDELINES AND PROCEDURES
Annual Capacity Tests shall be conducted by Tenaska in accordance with Georgia
PPA Capacity Test Procedures.
Temperature measurements for the Capacity Test will comply with ASME Performance
Test Codes PTC 19.3, PTC 22 and PTC 46.
CAPACITY TEST PROCEDURE
1.0 INTRODUCTION
Following is the procedure for conducting the Capacity Test. The Plant
is comprised of gas turbine generators and associated plant equipment.
2.0 CAPACITY TEST
2.1 CAPACITY TEST OBJECTIVE
The objective of the Capacity Test is to determine the net electrical
output capability of the plant to be used in establishing Contract
Capacity.
2.2 CAPACITY TEST PERIOD
The Capacity Test will be conducted over a minimum 4-hour operating
period. As-tested plant capacity will be based on data recorded during
two 60-minute intervals. Results from each of the two one-hour
intervals will be corrected to the rating conditions shown in Table
2-1. The evaporative cooler effectiveness will be calculated from data
taken during the test period, unless the ambient temperature and wet
bulb temperatures are outside the limits specified in Section 2.3.2.2.
If necessary, the Evaporative Cooler Effectiveness Testing can be
performed independent of the Capacity Test at a time mutually agreeable
to PECO and Tenaska. The effectiveness will be used to establish the
standard condition compressor inlet temperature (CIT).
2.3 CAPACITY TEST PROTOCOL
This section outlines the detailed procedures for conducting the
Capacity Test.
<PAGE>
2.3.1 RESPONSIBILITIES
Tenaska will have overall responsibility for conducting the Capacity
Test and for directing operation of the unit during testing. A Test
Coordinator will be assigned by Tenaska. The responsibilities during
and following the conclusion of the Capacity Test will include the
following:
-- Collection of test data.
-- Input manual measurements and calculate specified performance
parameters for test conditions.
-- Preparation and submittal of a preliminary report to PECO
within 48 hours of completing the Capacity Test.
-- Preparation and submittal of the final report to PECO two
weeks after completion of the test.
2.3.2 TEST CONDITIONS
2.3.2.1 GENERAL. General test conditions are as follows:
-- The rating parameters for the Capacity Test herein referred to
as Standard Operating Conditions are shown in Table 2-1.
-- Since test conditions will differ from those shown in Table
2-1, corrections will be calculated and applied to test data.
-- To increase the potential for utilizing the evaporative
cooler, the continuous two-hour test period will be selected
during the afternoon hours.
-- If the Evaporative Cooler Effectiveness Testing cannot be
performed due to not meeting the conditions stated in 2.3.2.2,
the Evaporative Cooler Effectiveness Testing will be conducted
at a time mutually agreeable to Tenaska and PECO. For the
initial Capacity Test (if an Evaporative Cooler Effectiveness
Testing has not already been performed), the manufacturer's
design evaporative cooler effectiveness will be used for the
interim to establish the standard condition CIT as defined in
Section 2.7.1. For subsequent Capacity Tests, the evaporative
cooler
<PAGE>
effectiveness determined in the previous Capacity Test will be
used for the interim to establish the standard CIT as defined
in Section 2.7.1.
2.3.2.2 PREREQUISITES. The following items represent prerequisites for the
initiation of testing:
-- The gas turbine compressor section will be inspected and
cleaned following manufacturers' instructions, if deemed
necessary by Tenaska.
-- The gas turbine Evaporative Cooler Effectiveness Testing will
be performed only when: (1) the dry bulb temperature exceeds
60 DEGREE F, and (2) there is a minimum of 10 DEGREE F
difference between the wet bulb and dry bulb temperatures.
TABLE 2-1
STANDARD OPERATING CONDITIONS
<TABLE>
---------------------------------------------------------- ------------------------------------
PARAMETER VALUE
---------------------------------------------------------- ------------------------------------
<S> <C>
Ambient Dry Bulb Temperature, DEGREE F 94
---------------------------------------------------------- ------------------------------------
Compressor Inlet Temperature, DEGREE F (each gas turbine) To be determined based on the
Evaporative Cooler Effectiveness
Testing described in Section 2.7.1.
---------------------------------------------------------- ------------------------------------
Barometric Pressure, Psia 14.29
---------------------------------------------------------- ------------------------------------
Ambient Wet Bulb Temperature, DEGREE F 74
---------------------------------------------------------- ------------------------------------
Fuel Natural Gas
---------------------------------------------------------- ------------------------------------
Generator Power Factor 0.95 leading to 0.95 lagging
---------------------------------------------------------- ------------------------------------
</TABLE>
2.3.2.3 PRETEST ACTIVITIES. The following describe pre-test activities that
must be completed prior to beginning the Capacity Test:
-- Notify PECO as required in Section 5.01(c) of the Power
Purchase Agreement. Notify Local Utility prior to start of the
test.
<PAGE>
-- The plant shall be brought on-line and the load increased to
the desired load conditions, which is gas turbine base firing
mode and evaporative cooler in service if conditions are
right.
-- Once the gas turbine reaches the exhaust temperature control,
the plant shall be allowed to stabilize and reach steady-state
conditions. The gas turbine will be considered to be in a
steady-state condition when the turbine exhaust temperatures
do not change more than 5 DEGREE F in 15 minutes.
-- Determine instrumentation status.
-- Check critical cycle parameters via the plant control system
and the gas turbine control system to resolve parameters which
demonstrate significant variance to expected values.
-- After the period of time allowed for unit stabilization has
elapsed, recording of test data shall begin, as determined by
the Test Coordinator.
2.3.2.4 CAPACITY TEST. The plant will be operated with the following
activities to be performed during the Capacity Test:
-- Equipment status will be determined in order to establish that
all necessary systems and equipment are operational and
functional prior to the commencement of the test. Changes in
equipment status and the time of status change will be
recorded in the operator log. A copy of the operator log will
be provided to the test coordinator by operations personnel
during the Capacity Test.
-- The facility and equipment will be operated within normal
design limits of the equipment and in a manner consistent with
good utility practices for continuous long-term operation.
-- During testing the plant will be operated with all normally
operated auxiliaries in service.
-- The gas turbine will be operated on natural gas and at the
manufacturers rating for continuous service.
-- The Test Coordinator will announce the start of the Capacity
Test to all test personnel.
<PAGE>
2.3.2.5 ONE-HOUR RUNS. Each one-hour run will be conducted at the desired load
conditions determined by the Test Coordinator prior to the test.
The following activities will be performed during each one-hour run:
-- The Test Coordinator will announce the start of each one-hour
run.
-- Manual data will be taken at intervals of 10 minutes.
-- Automated data collection will occur at pre-defined intervals
as shown in Table 2-2.
-- The Test Coordinator will announce the end of each one-hour
run.
2.4 DATA COLLECTION
The data collected during the Capacity Test shall include unit
capacity, the test start and stop times, and output data. The data
collected during each one-hour run period shall include the following:
-- Data taken manually from temporary test instrumentation, if
applicable.
-- Data for plant instruments via the plant data acquisition system
(DAS).
-- Record of all alarms and logs from the DAS.
-- Data from plant instruments from the turbine control systems.
Access to data collected manually and data collected through the DAS
will be controlled by Tenaska and will provide all data necessary for
determining the corrected net plant capacity. At the conclusion of the
Capacity Test, preliminary sets of pertinent data will be provided to
PECO. Final performance data will be provided in the Test Report.
If the test is suspended due to anything outside the control of
Tenaska's responsibilities such as interruption of service from Georgia
Transmission Corporation or the gas supplier, the duration of the
Capacity Test will be extended as mutually agreed upon by Tenaska and
PECO.
2.5 TEST DATA REQUIREMENTS
The measurements required to determine the level of achievement during
the Capacity Test are listed in Table 2-2. Additional measurements will
be monitored in order to confirm normal plant performance.
<PAGE>
2.5.1 PERFORMANCE MONITORING AND MEASURING FREQUENCY
Where practical, those parameters listed in Table 2-2 will be monitored
using the DAS. The data will be collected as shown in the Table. Data
collected through the DAS will be logged and printed on one-minute
intervals. The manual data will be collected on ten-minute intervals
during each one-hour period.
TABLE 2-2
REQUIRED PERFORMANCE TEST MEASUREMENTS LOG
<TABLE>
<CAPTION>
--------------------------------------------------- -------------------------------------------------------------------------------
INSTRUMENTATION MEAS. SAMPLING TEST
DESCRIPTION INSTRUMENT/REMARKS(3) METHOD(2) METHOD FREQUENCY REQT.(1)
----------- --------------------- ---------------- ------- ----------- --------
<S> <C> <C> <C> <C> <C>
ELECTRICAL POWER MEASUREMENTS
------------------------------------------------------------------------------------------------------------------------------------
Net Plant Output (HV custody transfer meters), Power Meters (2)3 Plant DAS N/A C
kWh's/Pulse Instrument
-----------------------------------------------------------------------------------------------------------------------------------
Gross Gas Turbine Electrical Output, MW GT reading at generator Plant DAS 1 Minute C
terminals (6)3 Instrument
-----------------------------------------------------------------------------------------------------------------------------------
Gross Gas Turbine Electrical Output, MVar GT reading at generator Plant DAS 1 Minute
terminals (3)3 Instrument
------------------------------------------------------------------------------------------------------------------------------------
Auxiliary Power consumption, kW 4160V Switchgear 1 & 2 (2)3 Plant DAS 1 Minute B
Instrument
-----------------------------------------------------------------------------------------------------------------------------------
CORRECTION MEASUREMENTS
------------------------------------------------------------------------------------------------------------------------------------
CT Compressor Inlet Temperature, DEGREE F Min. of 2 temp indicators per Plant or Test DAS or Manual 1 or 10 C
GT (12+)3 Instrument Minutes
--------------------------------------------------- -------------------------------- --------------- --------------- ------------ --
Ambient Dry Bulb Temperature, DEGREE F RTD Plant or Test DAS or Manual 1 or 10 C
Instrument Minutes
--------------------------------------------------- -------------------------------- --------------- --------------- ------------ --
Ambient Wet Bulb Temperature, DEGREE F Psychrometer Plant or Test DAS or Manual 1 or 10 C
Instrument Minutes
--------------------------------------------------- -------------------------------- --------------- --------------- ------------ --
Ambient Barometric Pressure, psia Barometer Plant or Test DAS or Manual 1 or 10 C
Instrument Minutes
--------------------------------------------------- -------------------------------- --------------- --------------- ------------ --
</TABLE>
Notes:
(1) Test requirements refers to whether the measurement will be used for
correction calculations or used for backup measurement
C = Used in calculation of net plant capacity; B = Backup measurement
(2) DAS = Data acquisition system
(3) Number of primary instruments if greater than one
--------------------------------------------------------------------------------
2.5.2 AMBIENT CONDITIONS REQUIREMENTS
The rating conditions (Table 2-1) contain ambient weather conditions at
the plant which are the basis for performance corrections and for
determining the evaporative cooler effectiveness. Tenaska will use
plant and test instrumentation as required to measure compressor inlet
temperature, ambient dry bulb temperature, ambient wet bulb
temperature, and ambient barometric pressure.
2.6 INSTRUMENTATION/DATA ACQUISITION
<PAGE>
The test procedures described in these documents are based on use of
plant instrumentation, supplemented with any special test
instrumentation required.
To assure the best possible accuracy with the available
instrumentation, the following procedures should be used:
-- Instrumentation to be used to measure the parameters shown in
Table 2-2 shall be calibrated as near as practical to the
initiation of the test. Calibration records will be prepared at
the time of calibration.
-- Two independent measurements will be taken for critical data
points when possible in order to facilitate detection of
instrument reading errors and to provide backup instrumentation
in case of on-line device malfunctions during the course of the
test.
If during the test run, or during the evaluation of the data after the
run, obvious errors are found in the recorded data, those readings will
be disregarded. The test run will be considered valid provided Tenaska
and PECO agree to evaluation using data considered to be correct.
2.6.1 POWER MEASUREMENTS
Net plant electrical output will be measured using the Utility (Georgia
Transmission Corporation) kilowatt-hour meters on the high side of the
generator step-up transformers.
Auxiliary power will be calculated for use in the plant corrections and
will be measured as a backup on the low side of the auxiliary
transformer.
Individual gas turbine power output will be measured for use in plant
corrections.
2.6.2 AMBIENT CONDITION MEASUREMENTS
Ambient conditions used to correct for variations in the nominal
operating conditions will be measured with plant and test
instrumentation as described in Table 2-2. Compressor inlet temperature
will be measured with a minimum of two calibrated RTD's in the
<PAGE>
compressor inlet of the gas turbine. Ambient dry bulb and wet bulb
temperatures, and barometric pressure will be measured with test
instruments and plant weather instrumentation.
2.7 EVALUATION OF TEST RESULTS
Each measured parameter collected by the DAS during the test period
will be averaged for each of the one-hour tests. Data collected
manually will also be based on 10-minute intervals. From this data, the
ten-minute logged data will be averaged into a one-hour average. This
one-hour average will represent the as-tested performance. The
determination of evaporative cooler effectiveness will be based on the
calculation method in Section 2.7.1. The plant capacity will be
determined based on performance calculations using the performance
correction curves provided by the equipment manufacturers.
2.7.1 EVAPORATIVE COOLER EFFECTIVENESS TESTING
For each gas turbine the evaporative cooler effectiveness will be
determined by test data as follows:
X = (DBt - CITt) / (DBt - WBt)
The test evaporative cooler effectiveness will be used to determine the
compressor inlet temperature at Standard Operating Conditions as
follows:
CITSC = DBSC - X (DBSC - WBSC) = 94 - X(20)
where:
X = Tested evaporative cooler
effectiveness
DB = Dry bulb temperature, DEGREE F
CIT = Compressor inlet temperature,
DEGREE F
WB = Wet bulb temperature, DEGREE F
t = At test conditions
sc = At standard conditions
DBSC = 94 DEGREE F
<PAGE>
WBSC = 74 DEGREE F
2.7.2 AS-TESTED NET PLANT CAPACITY
The as-tested measured values of electrical power are determined from
the gas turbines watt meter readings and the utility meters. The
turbine generator electrical output is considered to be gross
electrical output. The electrical output will be determined as follows:
kWaux = kWGT - kWneta
where:
kWneta = As-tested (Power Metering Equipment)
measured simple cycle net electrical output,
kW. Megawatt-hour pulses will be summed for
each of one-hour period. The total
megawatt-hours will be calculated and
converted to kW.
kWGT = Measured gas turbine electrical output at
generator terminals, kW (the sum of all
gas turbine measurements).
kWaux = Auxiliary electrical consumption (calculated
by difference), including transformer losses
kW.
2.7.3 CORRECTED NET PLANT CAPACITY OUTPUT
The net, as-tested, Capacity output, determined during the test, is
based on plant operating conditions. These operating conditions may be
different from Standard Operating Conditions (Table 2-1). Net capacity
depends on ambient conditions, which are beyond the control of Tenaska.
Because of this, if the values of these conditions are different from
the Standard Operating Conditions, adjustments will be made to the
as-tested generator output to account for these differences.
After the as-tested values for each of the one-hour performance runs
are calculated, the adjustments will be performed. The correction
factors that will be applied to the as-tested gross generator output
include the following:
-- Compressor inlet temperature
<PAGE>
-- Barometric pressure
A description of the correction method is as follows:
kWnetc = kWGTc - kWaux
where:
kWnetc = Corrected net plant output, kW
kWGTc = Gas turbine adjusted gross electrical
output, kW (the sum of all corrected gas
turbine outputs with each corrected
independently such that kWGTc=
kWGTxCgtkwCITxCgtkwBP for each unit)
kWaux = Auxiliary electrical consumption, including
transformer losses, kW CgtkwCIT = Gas turbine
electrical output correction for compressor
inlet temperature (for each unit)
CgtkwBP = Gas turbine electrical output correction for
barometric pressure
The specific curves used for correcting the Capacity Test to be
provided by manufacturers include: Gas Turbine Output vs CIT and Gas
Turbine Output vs Barometric Pressure.
Corrected net plant output results from the two one-hour performance
runs will be arithmetically averaged and rounded off to the nearest 100
kW. This value will be referred to as Corrected Capacity Test Output.
No correction for measurement uncertainty will be allowed.
2.8 TEST REPORT FORMAT AND REQUIREMENTS
A written test report will document the results of the Capacity Test.
The report will include the following as a minimum:
-- Date and time of test start and finish
-- Description of the conditions of the tests
-- Summary of instrument calibration data
<PAGE>
-- Performance data from each of the test runs including data
sheets, DAS printouts and guaranteed emissions
-- Summary sheet tabulating corrected capacity for each 60-minute
test run, an average of the capacity values, and a statement
that reads, (Corrected Capacity
Test Output is
MW.)
---------------------
-- A list of any abnormal occurrences that could affect results of
the test
-- Summary of applied corrections and corrected test results
-- Conclusions from test results
The data recorded during the Capacity Test and the calculations of the
results will be included as appendices to the report.
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT E
NOT USED
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT F
The following is a description of information which cannot be submitted
electronically:
PROJECT SCHEDULE - 10 Pages
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT G
OWNER SUPPLIED PERMITS
<PAGE>
OWNER SUPPLIED PERMITS
<TABLE>
<CAPTION>
AGENCY APPROVAL/PERMITS
-------- ----------------------
<S> <C>
FEDERAL
Federal Energy Regulatory Certification of Exempt Wholesale Generator Status
Commission
Order Accepting Filing related to Market Based Rates
U.S. Environmental Protection Certificate of Representation (Acid Rain Prevention Program)
Agency
Oil Pollution Act Facility Response Plan
U.S. Army Corps of Engineers Authorization for wetland fill under Nationwide Permit 26,
Clean Water Act Section 404
Federal Aviation Administration Obstruction to Navigation Notice
STATE
Georgia Department of Natural Air Quality Permit
Resources Environmental
Protection Division (EPD) Phase II Acid Rain Permit
Air Operating Permit per Title V of the Clean air Act
Amendments of 1990
LOCAL
Heard County Zoning approval
Heard County Water Authority Water supply agreement.
</TABLE>
The following is a description of information which cannot be submitted
electronically:
A COPY OF THE NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM (NPDES) PERMIT NO.
GA0037893 DATED JULY 9, 1999 - 33 PAGES
<PAGE>
EXHIBIT H
[Form of Turbine Contract Removed]
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT I
MONTHLY PROGRESS REPORT/SCHEDULE OF VALUE
<PAGE>
--------------------------------------------------------------------------------
EPC - Exhibit I
TENASKA GEORGIA GENERATING PROJECT Page 1 of 2
--------------------------------------------------------------------------------
SCHEDULE OF VALUES
Payment Schedule - Owner to pay Contractor in accordance with the following:
<TABLE>
<S> <C>
Limited Notice to Proceed (LNTP) [*] Paid 66 days after LNTP
[*] Paid 96 days after LNTP
Mobilization 50% Paid at ATP
50% Paid 30 days following ATP
Payment & Performance Bond 100% Paid at ATP
Engineering Actual Progress in billing period based
upon mutually agreed progress of
engineering deliverables.
Equipment Procurement 10% Upon issuance of P.O. or Contract
5% Upon receipt of vendor drawings
10% Upon drawing approval and manufacturing
release
55% During Manufacture
10% Upon final assembly, shop test or ready for
delivery
10% Upon delivery
Civil/Mechanical/Electrical Bulk Materials - 100% following site
Startup and Testing delivery
Construction - actual progress in billing
period based upon mutually agreed
actual construction erected in place.
Construction Overheads Payable starting on ATP at 1/29 of the
total overhead amount until 100% paid.
Taxes At the aggregate percent of above items.
ATP = Authorization to Proceed
</TABLE>
<PAGE>
--------------------------------------------------------------------------------
EPC - Exhibit I
TENASKA GEORGIA GENERATING PROJECT Page 2 of 2
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERCENT
DESCRIPTION TOTAL DOLLARS OF TOTAL
----------- ------------- -----------
<S> <C> <C>
LIMITED NOTICE TO PROCEED (LNTP) [*] 0.28%
MOBILIZATION (ATP) [*] 0.60%
PURCHASE PAYMENT & PERFORMANCE BOND [*] 0.29%
ENGINEERING [*] 1.21%
EQUIPMENT PROCUREMENT [*] 84.95%
Combustion Turbines [*] 75.20%
Mechanical Equipment [*] 3.92%
Electrical Equipment [*] 5.83%
CIVIL CONSTRUCTION [*] 4.74%
Site Preparation [*] 0.67%
Site Improvements [*] 0.75%
Structural Concrete [*] 2.26%
Structural Steel [*] 0.19%
Buildings/Architectural Work [*] 0.46%
Fire Protection Work [*] 0.37%
Painting [*] 0.04%
MECHANICAL CONSTRUCTION [*] 3.43%
Combustion Turbine Erection [*] 2.00%
Purchase Piping Materails [*] 0.29%
Underground Piping [*] 0.16%
Aboveground Piping [*] 0.28%
Instrumentation [*] 0.57%
Insulation [*] 0.13%
ELECTRICAL CONSTRUCTION [*] 2.56%
Misc U/G Electrical Systems [*] 0.32%
Electrical Equipment Installation [*] 0.42%
Purchase Electrical Materials [*] 0.18%
Misc A/G Electrical Systems [*] 0.29%
Ductbank Installation [*] 0.55%
Conduit Installation [*] 0.09%
Cable Tray Installation [*] 0.03%
Cable Installation & Terminations [*] 0.67%
START UP AND TEST ACTIVITIES [*] 0.32%
CONSTRUCTION OVERHEADS [*] 1.62%
SUBTOTAL [*] 100.00%
Less Allowance for CTG's [*]
ZACHRY TOTAL [*]
</TABLE>
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT J
SCOPE CHANGE, UNITS, RATES AND
OPTION PRICING
<PAGE>
--------------------------------------------------------------------------------
EPC - Exhibit J
TENASKA GEORGIA GENERATING PROJECT
Page 1 of 3
-------------------------------------------------------------------------------
1. PROJECT TEAM UNIT RATES
The following rates shall be used for engineering cost adjustments for
scope of work changes:
<TABLE>
<CAPTION>
POSITION CATEGORY HOURLY BILLING RATE
------------------- ---------------------
<S> <C>
A. Engineering Team
Project Management [*]
Project Department Engineer [*]
Project Control Manager [*]
Legal/Environment Coordinator [*]
Senior Engineer [*]
Design Engineer [*]
Associate Design Engineer [*]
Project Secretary [*]
Planner/Scheduler [*]
Designer [*]
Drafter [*]
Drafting Supervisor [*]
PC Usage Rate [*]
CADD Usage Rate [*]
B. SITE MANAGEMENT TEAM
Construction Management [*]
Site Department Manager/Superintendent [*]
Senior Engineer [*]
Engineer [*]
Associate Engineer [*]
Field Engineer [*]
Secretary/Clerical [*]
</TABLE>
The above hourly rates are all inclusive of indirect labor cost, overhead and
profit. Direct expenses such as long distance telephone expenses, computer
charges, prints,
<PAGE>
--------------------------------------------------------------------------------
EPC - Exhibit J
TENASKA GEORGIA GENERATING PROJECT
Page 2 of 3
-------------------------------------------------------------------------------
reproduction, traveling, and living expenses, cost paid by the Contractor to
third parties, and other direct expenses associated with scope of work changes
shall be charged in accordance with the Contractor's standard expense rates.
The above hourly rates are valid through an Authorization to Proceed of April
17, 2000. Hourly rates shall be escalated in accordance with Exhibit P of the
EPC Agreement if Authorization to Proceed occurs after April 17, 2000.
The following rates shall be used for construction cost adjustments for scope of
work changes:
<TABLE>
<CAPTION>
POSITION CATEGORY HOURLY BILLING RATE
---------------------------------------------------------------------------------------------
<S> <C>
General Foreman [*]
Foreman [*]
Journeyman [*]
Helper B [*]
Helper A [*]
Laborer - Common [*]
</TABLE>
The above rates are all inclusive of indirect costs, hand tools and consumables,
overhead and profit; however, these rates do not include construction equipment
costs. When using the above unit rates, normal changes will be supervised by
on-site staff at no charge. However, in the event the scope of change requires
additional Contractor staff to be assigned, or current staff to be assigned
longer to the Project, the Owner will be billed at the Site Management Team
rates.
The above rates are valid for an Authorization to Proceed date of April 17,
2000, and for work performed through May 1, 2002. Rates shall be escalated in
accordance with Exhibit P of the EPC Agreement if Authorization to Proceed
occurs after April 17, 2000, or if extra work is performed after May 1, 2002.
<PAGE>
--------------------------------------------------------------------------------
EPC - Exhibit J
TENASKA GEORGIA GENERATING PROJECT
Page 3 of 3
-------------------------------------------------------------------------------
III. OTHER RATES
On-site Subcontractor's Work [*]
Construction Equipment
Contractor Owned [*]
Outside Rent [*]
Engineered Equipment and [*]
Material (Non-Subcontract)
General Electric Changes [*]
IV. OPTION PRICING
1. DELETE GAS CHROMATOGRAPH [*]
2. DEDICATED TRAIN (NOT TO EXCEED) [*]
In accordance with Article 2(s) of the EPC Agreement.
3. 55 DBA NOISE LEVEL AT 1,200 FEET [*]
If noise option is not exercised prior to June 1, 2002, escalation
charges of [*] shall be added to the above price.
4. REDUCE BUILDERS ALL RISK DEDUCTIBLE [*]
If Owner obtains All Risk Builder's Risk insurance policy with a
deductible amount for Testing (to apply only to losses arising out of
hot testing) of [*], rather than [*]. (Refer to Art 15.5 of the EPC
Agreement.)
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT K
GUARANTEES
<PAGE>
H. B. ZACHRY COMPANY.
GUARANTY OF OBLIGATION
This Guaranty is made by H. B. Zachry Company, a Delaware corporation
("Guarantor"), in favor of Tenaska Georgia Partners, L.P., a Delaware limited
partnership ("Owner") with respect to that certain Engineering, Procurement and
Construction Agreement dated the 15th day of September, 1999, between Tenaska
Georgia I, L.P., a Delaware limited partnership ("Tenaska") and Zachry
Construction Corporation, a Delaware corporation ("Contractor") for the
construction of the Tenaska Georgia Generation Station in Heard County, Georgia,
as amended, supplemented or otherwise modified from time to time, (hereinafter
called the "EPC Agreement"). Tenaska, having assigned the EPC Agreement to
Owner, effective November 10, 1999, and such assignment having been consented to
by Contractor, now requires this Guaranty, as provided in the EPC Agreement.
Contractor is an affiliate of Guarantor. Guarantor will derive direct and
indirect benefit from the making of the Guaranty.
NOW, THEREFORE, for good and valuable consideration, Guarantor hereby covenants
and agrees as follows:
1. Guarantor hereby unconditionally guarantees the full and timely performance
by Contractor of all of its obligations under the EPC Agreement, as it from
time to time may be amended, and hereby undertakes that if Contractor shall
in any respect fail to perform and observe all of the terms, provisions,
conditions, and stipulations of the EPC Agreement, Guarantor warrants the
faithful performance of all of such terms and conditions and will fully
indemnify and keep indemnified Owner against all claims, losses, damages,
costs and expenses whatsoever which Owner may incur by reason of
Contractor's failure to perform and observe any of the terms, provisions,
conditions, and stipulations of the EPC Agreement and in addition against
all claims, losses, damages, costs and expenses which Owner may incur by
reason of Contractor's breach of any other duty to Owner, (collectively the
"Guaranteed Obligations"). THE OBLIGATIONS OF GUARANTOR HEREUNDER SHALL NOT
BE REDUCED, LIMITED OR TERMINATED, NOR SHALL THE GUARANTOR BE DISCHARGED
FROM ANY THEREOF, FOR ANY REASON WHATSOEVER (other than, the payment,
observance and performance of the Guaranteed Obligations and other than as
provided in Section 9 of this Guaranty), including (and whether or not the
same shall have occurred or failed to occur once or more than once and
whether or not Guarantor shall have received notice thereof):
(a) (i) any increase in, (ii) any extension of the time of
payment, observance or performance of, (iii) any other
amendment or modification of any of the other terms and
provisions of, (iv) any release, composition or settlement
(whether by way of acceptance of a plan of reorganization or
otherwise) of, (v) any subordination (whether present or
future or contractual or otherwise) of, or (vi) any discharge,
disallowance, invalidity, illegality, voidness or other
unenforceability of, the Guaranteed Obligations;
<PAGE>
(b) (i) any failure to obtain, (ii) any release, composition or
settlement of, (iii) any amendment or modification of any of
the terms and provisions of, (iv) any subordination of, or (v)
any discharge, disallowance, invalidity, illegality, voidness
or other enforceability of, any other guaranties of the
Guaranteed Obligations;
(c) any termination of or change in any relationship between
Guarantor and Contractor, including any such termination or
change resulting from a change in the ownership of Guarantor
or from the cessation of any commercial relationship between
Guarantor and Contractor;
(d) any exercise of, or any election not or failure to exercise,
delay in the exercise of, waiver of, or forbearance or other
indulgence with respect to, any right, remedy or power
available to Owner, including (i) any election not or failure
to exercise any right of set-off, recoupment or counterclaim,
and (ii) any election of remedies effected by Owner, and
(e) ANY OTHER ACT OR FAILURE TO ACT OR ANY OTHER EVENT OR
CIRCUMSTANCE THAT (i) VARIES THE RISK OF GUARANTOR HEREUNDER
OR (ii) BUT FOR THE PROVISIONS HEREOF, WOULD, AS A MATTER OF
STATUTE OR RULE OF LAW OR EQUITY, OPERATE TO REDUCE, LIMIT OR
TERMINATE THE OBLIGATIONS OF THE GUARANTOR HEREUNDER OR
DISCHARGE GUARANTOR FROM ANY THEREOF.
2. Guarantor represents and warrants to Owner and Owner's successors and assigns
that:
(a) Guarantor is duly organized and validly existing as a Delaware
corporation;
(b) Guarantor directly or indirectly owns all of the issued and
outstanding shares of the capital stock of Contractor;
(c) Guarantor is authorized and has all necessary power and
authority, corporate and other, to execute and deliver this
Guaranty and to perform the obligations of Guarantor,
including all obligations of Contractor pursuant to the EPC
Agreement, this Guaranty reasonably may be expected to benefit
directly or indirectly, Guarantor, and this Guaranty has been
duly executed and delivered by Guarantor and is the valid,
binding, and enforceable contract of Guarantor, and;
(d) The execution and delivery of this Guaranty by Guarantor and
its performance of its obligations under the Guaranty, do not
(and, to the best of Guarantor's knowledge, will not) conflict
with any law, rule or regulation, or any agreement,
instrument, indenture, deed or any other restriction, to which
Guarantor is subject or a party, or accelerate or affect any
of its obligations under any thereof.
2
<PAGE>
3. Guarantor shall cause Contractor to duly and timely perform all of the
Guaranteed Obligations including the obligations of Contractor under
the EPC Agreement, as it may from time to time be amended.
4. The obligations of Guarantor hereunder include, without limitation, all
liabilities for liquidated or similar damages and warranty obligations
of Contractor.
5. Owner may enforce against Guarantor any and all of the rights of Owner
under this Guaranty without having instituted or completed any legal,
arbitration or other proceedings against Contractor.
6. This Guaranty shall be governed by and construed according to the laws
of the State of Texas. Guarantor designates Zachry Construction
Corporation, a Delaware corporation, as agent for service of process in
any action by Owner under this Guaranty, submits to personal
jurisdiction in the State of Texas and further agrees that the
non-exclusive venue for any such action may be Texas.
7. Guarantor waives: (a) any requirement, and any right to require, that
any right or power be exercised or any action be taken against the
Contractor, or any other guarantor or any collateral for the Guaranteed
Obligations; (b) (i) notice of acceptance of and intention to rely on
this Agreement, and (ii) all other notices that may be required by
Applicable Law or otherwise to preserve any rights against Guarantor
under this Agreement, including any notice of default, demand,
dishonor, presentment and protest; and, (c) diligence.
8. Guarantor shall not assert any right to set off against claims by Owner
hereunder other than claims which Contractor has a right to set off
under the EPC Agreement.
9. Notwithstanding any other provision to the contrary set forth herein,
Guarantor retains the right to assert any and all claims, defenses and
limitations of liability possessed by Contractor under the terms of the
EPC Agreement (including without limitation, Section 14.2 of the EPC
Agreement, but excluding any defense based upon absence of binding
effect of the EPC Agreement) or arising from the parties' performance
or failure to perform thereunder.
10. Guarantor's obligations hereunder (a) are absolute and unconditional,
(b) subject to Section 9 above, are unlimited in amount, (c) constitute
a guaranty of payment and performance and not a guaranty of collection,
(d) are as primary obligor and not as a surety only (e) shall be a
continuing guaranty of all present and future Guaranteed Obligations
and (f) shall be irrevocable.
11. This Guaranty may be assigned by Owner to Owner's lenders for the
project and shall inure to the benefit of such assignee(s).
12. Notice to Guarantor shall be to:
3
<PAGE>
H.B. Zachry Company
527 Logwood (78221-1738)
P.O. Box 240130
San Antonio, TX 78224-0130
Attn: R.J. Kalt
Telefax: (210) 458-8572
Telephone: (210)458-8050
With a copy to:
Murray L. Johnston, Jr.
General Counsel
310 S. St. Mary's Street, Suite 2600
San Antonio, TX 78205
Telefax: (210) 258-2699
Telephone: (210)258-2600
IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed
and delivered to Owner in the name and on behalf of Guarantor by one of its
officers who is duly authorized to do so, for the benefit of Owner, as of this
day of , 1999.
---- -----------
Guarantor
H. B. Zachry Company
By:
-------------------------
(Name)
---------------------------
(Title)
ATTEST:
By:
--------------------------
Title:
4
<PAGE>
CERTIFIED COPY OF RESOLUTION
"RESOLVED: H. B. Zachry Company ("Guarantor") is authorized to provide
a Guaranty of the obligations of Zachry Construction Corporation, a Delaware
corporation ("Contractor"), to Tenaska Georgia Partners, L.P., a Delaware
limited partnership ("Owner") in connection with the agreement between Tenaska
Georgia I, L.P., a Delaware limited partnership, and Contractor for the
construction of the Tenaska Georgia Generation Station in Heard County, Georgia,
which agreement has subsequently been assigned to Owner with the consent of
Contractor. Guarantor states and acknowledges that such Guaranty reasonably may
be expected to benefit, directly or indirectly, Guarantor."
***********
I, , certify that I am the Secretary of H. B. Zachry
-------------
Company, a Delaware corporation.
I certify that:
(1) The resolution quoted above was adopted on September 13, 1999
by Unanimous Written Consent of the Executive Committee of the
Board of Directors.
(2) This action of the Executive Committee of this corporation may
be taken without a meeting if all of the members of the
Executive Committee consent in writing.
(3) The signed Consent has been filed in the minute book of the
corporation.
(4) I have compared the resolution quoted above with the
resolution in the minute book and verify that the language is
identical.
(5) The resolution has not been revoked or amended and is now in
full force and effect.
SIGNED AND SEALED on behalf of the corporation ,
--------------------
1999.
[SEAL]
-----------------------------
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT L
DOCUMENT DISTRIBUTION
<PAGE>
-------------------------------------------------------------------------------
EPC - Exhibit L
TENASKA GEORGIA GENERATION PROJECT
Page 1 of 3
--------------------------------------------------------------------------------
DOCUMENT DISTRIBUTION
<TABLE>
<CAPTION>
NUMBER OF COPIES 500KV
DOCUMENT OWNER LENDER'S ENG. UTILITY*
-------- ------ ------------------ ----------
<S> <C> <C> <C>
ARCHITECTURAL
Building Plans and Elevations 3
Arch Finish Schedules 3
CIVIL
Site Plans 3 1
Paving, Drainage & Fencing Plans 3 1
Underground Piping 3
Construction Specifications 2
Calculations See Note 1(c)
STRUCTURAL
Foundation Plans/Details 3
Steel Plans, Elevations & Details 3
Construction Specifications 2
Calculations See Note 1(c)
ELECTRICAL
One-Line Diagrams 3 1 1
UPS One-Line Diagrams 3
Protective Relaying Functional Diagrams 3
Protective Relaying Calculations & Settings 2 1
Transformer Three-Line Diagram 3
500kV Utility One-Line 3 1 1
18kV Bus One-Line 3 1 1
4160V Three-Line 3 1 1
480V One-Line 3 1 1
MCC One-Line 3 1
Sync Circuit Diagram 3 1
Telephone, Security System Diag. 3
Grounding Plans 3
Underground Bus Duct/Conduit Plans 3 1
Metering and Relaying Diagrams 3 1
Equipment Specifications & POs 2
Construction Specifications 2
Cable & Raceway Schedules 3
Interconnection & Wiring Diagrams 3
</TABLE>
<PAGE>
-------------------------------------------------------------------------------
EPC - Exhibit L
TENASKA GEORGIA GENERATION PROJECT
Page 2 of 3
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF COPIES 500KV
DOCUMENT OWNER LENDER'S ENG. UTILITY*
-------- ------ ------------------ ----------
<S> <C> <C> <C>
ELECTRICAL (Cont'd)
Motor List 3
Vendor Shop Drawings 1
Calculations See Note 1(c)
MECHANICAL
Plot & General Arrangement Plans 3 1 1
Key Piping Plans 3
Piping Plans 3
Underground Piping Plans 3
Cathodic Protection Specs & Plans 2
Pipe Support Plans 3
Pipeline Lists 3
Valve Lists 3
Mechanical Specialty Lists 3
Equipment Lists 3
Hanger Lists 3
Fire Protection Specs & Plans 2 1
Insulation Specifications & Plans 2
P&ID's 3 1
Heat & Mass Balances 3 1
Process Flow Diagrams 3 1
Construction Specifications 2
Equipment Specifications & P.O.'s 2 1
Vendor Shop Drawings 1
Calculations See Note 1(c)
INSTRUMENTATION & CONTROL
DCS/PLC Block Diagrams 3
DCS Cab Interconnect Wiring Diagrams 3
Control Wiring Diagrams 3
Logic Diagrams 3
Loop Diagrams (DCS Vendor Drawings) 1
Instrument Plans 3
I/O Lists 3
Panel Drawings 3
Vendor Shop Drawings 1
Calculations See Note 1(c)
PROJECT MANAGEMENT
Drawing Lists/Status (Monthly) 3
</TABLE>
<PAGE>
-------------------------------------------------------------------------------
EPC - Exhibit L
TENASKA GEORGIA GENERATION PROJECT
Page 3 of 3
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF COPIES 500KV
DOCUMENT OWNER LENDER'S ENG. UTILITY*
-------- ------ ------------------ ----------
<S> <C> <C> <C>
PROJECT MGMT. (Cont'd)
Monthly Progress Reports with Project Schedule 3 1 1
Procurement/Vendor Expediting Reports 2 1
Vendor Manual List (Monthly) 2
Vendor Drawing List (Monthly) 2 1
STARTUP & COMMISSIONING
Startup & Commissioning Procedures/Schedules 3 1
Commissioning Tests 3 1
Equipment Checkout 3 1
Performance Test Procedures 3 1
Performance Test Reports 3 1
Plant Capability Curves 2 1
Operator Training Manuals 10
Vendor O&M Manuals 10
Lube Oil Lists 3
Spare Parts Lists 3 1
System Turnover Packages 2
</TABLE>
GENERAL NOTES:
1. Owner Distribution:
a) Where three (3) copies are designated above, distribution will
be as follows:
- Owner's Project Manager - 1 Copy Tenaska - Omaha, NE)
- Owner's Site Representative - 2 Copies (Tenaska - Project
Site)
The Owner's Site Representative will make distribution to the
Owner's Operations and Maintenance Manager.
Where less than 3 copies are designated above, the copies will
be transmitted to the Owner's Project Manager (Tenaska -
Omaha, NE)
b) Copies of bid and construction issue drawings are to be
distributed as indicated above. Large drawings will generally
be reduced to half-size for distribution to Owner.
c) The Contractor shall provide final drawings, including
as-builts and final calculations, as set forth is Section 3 of
the EPC Agreement.
* - The 500kV Utility shall be the entity responsible for
design approval for the 500kV switchyard.
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT M
APROVED SUBCONTRACTORS AND VENDORS
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT M
SUBCONTRACTORS AND VENDORS
APPROVED AT DATE
OF EXECUTION
I. SUBCONTRACTORS
As set forth in Section 2 (l) of the EPC Agreement, the following subcontractors
are approved at the date of execution of the EPC Agreement.
<TABLE>
<CAPTION>
ITEM ACCEPTABLE SUBCONTRACTOR
-------------------------------------------------------------------------------
<S> <C>
Engineering Utility Engineering Corporation
Sitework (Drilled Piers) [*]
[*]
[*]
Concrete Supply [*]
[*]
[*]
Insulation [*]
[*]
[*]
HVAC [*]
Equipment, Heavy Haul [*]
[*]
[*]
[*]
[*]
Radiography/Stress Relief [*]
[*]
[*]
[*]
Painting [*]
[*]
[*]
[*]
Substation/Switchyard [*]
</TABLE>
Page 1
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT M
SUBCONTRACTORS AND VENDORS
APPROVED AT DATE
OF EXECUTION
I. SUBCONTRACTORS (CONT.)
<TABLE>
<CAPTION>
ITEM ACCEPTABLE SUBCONTRACTOR
------------------------------------------------------------------------------
<S> <C>
Trucking (Excavation Hauling) [*]
[*]
Mechanical Erection [*]
Concrete Pumping [*]
[*]
Fencing [*]
[*]
[*]
Rebar Fabrication [*]
[*]
[*]
Concrete Testing [*]
[*]
[*]
Fire Protection [*]
[*]
[*]
Seeding [*]
[*]
[*]
Liners [*]
Soil Testing [*]
[*]
[*]
Paving [*]
[*]
</TABLE>
Page 2
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT M
SUBCONTRACTORS AND VENDORS
APPROVED AT DATE
OF EXECUTION
I. SUBCONTRACTORS (CONT.)
<TABLE>
<CAPTION>
ITEM ACCEPTABLE SUBCONTRACTOR
-----------------------------------------------------------------------------
<S> <C>
Field Fabricated Tanks [*]
[*]
[*]
[*]
[*]
[*]
</TABLE>
II. VENDORS
The following are acceptable manufacturers approved at the date of execution of
the EPC Contract.
<TABLE>
<CAPTION>
ITEM ACCEPTABLE MANUFACTURER
-----------------------------------------------------------------------------
<S> <C>
Embeds [*]
Air Compressors [*]
[*]
[*]
[*]
Air Dryers [*]
[*]
[*]
[*]
Miscellaneous Horizontal Pumps [*]
[*]
[*]
Fire Water Pumps [*]
[*]
[*]
[*]
[*]
</TABLE>
Page 3
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT M
SUBCONTRACTORS AND VENDORS
APPROVED AT DATE
OF EXECUTION
<TABLE>
<CAPTION>
II. VENDORS (CONT.)
ITEM ACCEPTABLE MANUFACTURER
-------------------------------------------------------------------------------
<S> <C>
Sump Pumps [*]
[*]
[*]
[*]
Control Valves [*]
[*]
[*]
Transformers [*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
Circuit Breakers [*]
[*]
[*]
[*]
[*]
[*]
Distributed Control System [*]
(CTG Controls by GE) [*]
[*]
[*]
Programmable Logic Controllers [*]
[*]
[*]
</TABLE>
Page 4
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT M
SUBCONTRACTORS AND VENDORS
APPROVED AT DATE
OF EXECUTION
II. VENDORS (CONT.)
<TABLE>
<CAPTION>
ITEM ACCEPTABLE MANUFACTURER
-----------------------------------------------------------------------------
<S> <C>
Continuous Emission Monitoring System [*]
[*]
[*]
[*]
[*]
Pre-Engineered Metal Buildings [*]
[*]
[*]
[*]
Motors [*]
[*]
[*]
[*]
[*]
[*]
[*]
Uninterruptible Power Supply [*]
[*]
[*]
[*]
[*]
[*]
[*]
Batteries and Battery Chargers [*]
[*]
[*]
[*]
[*]
[*]
</TABLE>
Page 5
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT M
SUBCONTRACTORS AND VENDORS
APPROVED AT DATE
OF EXECUTION
II. VENDORS (CONT.)
<TABLE>
<CAPTION>
ITEM ACCEPTABLE MANUFACTURER
-----------------------------------------------------------------------------
<S> <C>
Motor Control Centers [*]
[*]
[*]
[*]
[*]
[*]
Nonsegregated and Isophase [*]
Bus Duct [*]
[*]
[*]
[*]
[*]
[*]
[*]
Metal Clad Switchgear [*]
[*]
[*]
[*]
[*]
[*]
Pipe Fabrication [*]
[*]
[*]
Cable [*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
</TABLE>
Page 6
<PAGE>
TENASKA GEORGIA GENERATING PROJECT
EXHIBIT N
LENDER DOCUMENTS REQUIRED OF CONTRACTOR
<PAGE>
EXHIBIT "N-1"
-------------
STATE OF GEORGIA
COUNTY OF
---------
INTERIM WAIVER AND RELEASE UPON PAYMENT
The undersigned mechanic and/or materialman and/or subcontractor has
been employed by Zachry Construction Corporation to furnish labor, materials, or
services for the construction of improvements known as the Tenaska Georgia
Generation Station which is located in the County of Heard, Georgia, and is
owned by the Development Authority of Heard County, Georgia and is leased to
Tenaska Georgia Partners, L.P. and more particularly described on Exhibit "A"
attached hereto and made a part hereof (the "Property").
Upon the receipt of the sum of $____________________, the undersigned
mechanic and/or materialman and/or subcontractor waives and releases any and all
liens or claims of liens it has upon the foregoing described Property through
the date of __________________________ (date) and excepting those rights and
liens that the mechanic and/or materialman and/or subcontractor might have in
any retained amounts, on account of labor or materials, or both, furnished by
the undersigned to or on account of said contractor for said building or
premises.
Given under hand and seal this day of , 19 .
------- ------------------- ---
-------------------------------
By: .(Seal)
-----------------------
Print Name:
----------------------
Its:
-----------------------------
----------------------------
(Witness)
----------------------------
----------------------------
(Address)
Page 1 of 3
<PAGE>
EXHIBIT "N-1"
--------------
STATE OF GEORGIA
COUNTY OF
------------
WRITTEN ACKNOWLEDGMENT OF PAYMENT
The undersigned mechanic and/or materialman and/or subcontractor has
been employed by Zachry Construction Corporation to furnish labor, materials, or
services for the construction of improvements known as the Tenaska Georgia
Generation Station which is located in the County of Heard, Georgia, and is
owned by the Development Authority of Heard County, Georgia and is leased to
Tenaska Georgia Partners, L.P. and more particularly described on Exhibit "A"
attached hereto and made a part hereof (the "Property").
The undersigned mechanic and/or materialman and/or subcontractor
acknowledges receipt of the sum of $___________________, which represents
payment in full of the amount owed which is described in that Interim Waiver and
Release Upon Payment, dated ______________, executed by the undersigned. This
Written Acknowledgment is given pursuant to O.C.G.A. Section 44-14-366(f)(2)(B).
Given under hand and seal this day of ,19 .
------- ---------------------- ---
-------------------------------
By: .(Seal)
-----------------------
Print Name:
---------------------
Its:
----------------------------
-------------------------------
(Witness)
-------------------------------
-------------------------------
(Address)
Page 2 of 3
<PAGE>
Page 3 of 3
<PAGE>
EXHIBIT "N-2"
STATE OF GEORGIA
COUNTY OF FULTON
UNCONDITIONAL WAIVER AND RELEASE UPON FINAL PAYMENT
The undersigned mechanic and/or materialman and/or subcontractor has
been employed by Zachry Construction Corporation to furnish labor, materials or
services for the construction of improvements known as the Tenaska Georgia
Generation Station which is located in the County of Heard, Georgia, and is
owned by the Development Authority of Heard County, Georgia and is leased to
Tenaska Georgia Partners, L.P. and more particularly described on Exhibit "A"
attached hereto and made a part hereof (the "Property").
Upon the receipt of the sum of $ , the undersigned mechanic and/or
materialman and/or subcontractor waives and releases any and all liens or claims
of liens or any right against any labor and/or material bond, or both, the
undersigned has against the Property.
Given under hand and seal this day of , 19 .
_______________________________
By: ____________________ (Seal)
Print Name:____________________
Its: __________________________
____________________________
(Witness)
_____________________________
_____________________________
(Address)
NOTICE: THIS DOCUMENT WAIVES RIGHTS UNCONDITIONALLY AND STATES THAT YOU
HAVE BEEN PAID FOR GIVING UP THOSE RIGHTS. THIS DOCUMENT IS ENFORCEABLE
AGAINST YOU IF YOU SIGN IT, EVEN IF YOU HAVE NOT BEEN PAID. IF YOU HAVE NOT
YET BEEN PAID, USE A CONDITIONAL RELEASE FORM.
<PAGE>
EXHIBIT "N-2"
STATE OF GEORGIA
COUNTY OF __________
WRITTEN ACKNOWLEDGMENT OF PAYMENT
The undersigned mechanic and/or materialman and/or subcontractor has
been employed by Zachry Construction Corporation ("Zachry") to furnish labor,
materials or services for the construction of improvements known as the Tenaska
Georgia Generation Station which is located in the County of Heard, Georgia, and
is owned by Tenaska Georgia Partners, L.P. and more particularly described on
Exhibit "A" attached hereto and made a part hereof (the "Property").
The undersigned mechanic and/or materialman and/or subcontractor
acknowledges receipt of the total sum of $___________________, which represents
payment in full of the amount owed pursuant to that ______________________
Agreement by and between Zachry and the undersigned, dated ______________, as
amended. This Written Acknowledgment is given pursuant to O.C.G.A.
Sections 44-14-366(f)(2)(B).
Given under hand and seal this _____ day of __________________, 19__.
______________________________
By: ___________________ (Seal)
Print Name:___________________
Its: _________________________
____________________________
(Witness)
____________________________
____________________________
(Address)
<PAGE>
Exhibit "N-3"
STATE OF GEORGIA
COUNTY OF ________________
INTERIM WAIVER AND RELEASE UPON PAYMENT
The undersigned mechanic and/or materialman and/or contractor has been
employed by Tenaska Georgia Partners, L.P. to furnish labor, materials, or
services for the construction of improvements known as the Tenaska Georgia
Generation Station which is located in the County of Heard, Georgia, and is
owned by the Development Authority of Heard County, Georgia and is leased to
Tenaska Georgia Partners, L.P. and more particularly described on Exhibit "A"
attached hereto and made a part hereof (the "Property").
Upon the receipt of the sum of $ , the undersigned mechanic and/or
materialman and/or contractor waives and releases any and all liens or claims of
liens it has upon the foregoing described Property through the date of
(date) and excepting those rights and liens that the mechanic and/or materialman
and/or contractor might have in any retained amounts, on account of labor or
materials, or both, furnished by the undersigned to or on account of said
contractor for said building or premises.
Given under hand and seal this _____ day of ________________, 19__.
Zachry Construction Corporation
By: _____________________ (Seal)
Print Name:_____________________
Its: ___________________________
____________________________
(Witness)
____________________________
____________________________
(Address)
<PAGE>
Exhibit "N-3"
STATE OF GEORGIA
COUNTY OF __________________
WRITTEN ACKNOWLEDGEMENT OF PAYMENT
The undersigned mechanic and/or materialman and/or contractor has been
employed by Tenaska Georgia Partners, L.P. to furnish labor, materials, or
services for the construction of improvements known as the Tenaska Georgia
Generation Station which is located in the County of Heard, Georgia, and is
owned by the Development Authority of Heard County, Georgia and is leased to
Tenaska Georgia Partners, L.P. and more particularly described on Exhibit "A"
attached hereto and made a part hereof (the "Property").
The undersigned mechanic and/or materialman and/or contractor
acknowledges receipt of the sum of $___________________, which represents
payment in full of the amount owed which is described in that Interim Waiver and
Release Upon Payment, dated ______________, executed by the undersigned. This
Written Acknowledgement is given pursuant to O.C.G.A. ss.44-14-366(f)(2)(B).
Given under hand and seal this ___ day of _________________, 19___.
Zachry Construction Corporation
By: ______________________ (Seal)
Print Name:______________________
Its: ____________________________
______________________________
(Witness)
______________________________
______________________________
(Address)
<PAGE>
Exhibit "N-4"
STATE OF GEORGIA
COUNTY OF FULTON
UNCONDITIONAL WAIVER AND RELEASE UPON FINAL PAYMENT
The undersigned mechanic and/or materialman and/or contractor has been
employed by Tenaska Georgia Partners, L.P. to furnish labor, materials, or
services for the construction of improvements known as the Tenaska Georgia
Generation Station which is located in the County of Heard, Georgia, and is
owned by the Development Authority of Heard County, Georgia and is leased to
Tenaska Georgia Partners, L.P. and more particularly described on Exhibit "A"
attached hereto and made a part hereof (the "Property").
Upon the receipt of the sum of $___________, the undersigned mechanic
and/or materialman and/or contractor waives and releases any and all liens or
claims of liens or any right against any labor and/or material bond, or both,
the undersigned has against the Property.
Given under hand and seal this ____ day of _________________, 19___.
Zachry Construction Corporation
By: ______________________ (Seal)
Print Name:______________________
Its: ____________________________
______________________________
(Witness)
______________________________
______________________________
(Address)
NOTICE: THIS DOCUMENT WAIVES RIGHTS UNCONDITIONALLY AND STATES THAT YOU
HAVE BEEN PAID FOR GIVING UP THOSE RIGHTS. THIS DOCUMENT IS ENFORCEABLE
AGAINST YOU IF YOU SIGN IT, EVEN IF YOU HAVE NOT BEEN PAID. IF YOU HAVE NOT
YET BEEN PAID, USE A CONDITIONAL RELEASE FORM.
<PAGE>
Exhibit "N-4"
STATE OF GEORGIA
COUNTY OF ________________
WRITTEN ACKNOWLEDGMENT OF PAYMENT
The undersigned mechanic and/or materialman and/or contractor has been
employed by Tenaska Georgia Partners, L.P. ("Tenaska") to furnish labor,
materials, or services for the construction of improvements known as the Tenaska
Georgia Generation Station which is located in the County of Heard, Georgia, and
is owned by the Development Authority of Heard County, Georgia, and is leased to
Tenaska Georgia Partners, L.P. and more particularly described on Exhibit "A"
attached hereto and made a part hereof (the "Property").
The undersigned mechanic and/or materialman and/or contractor
acknowledges receipt of the total sum of $___________________, which represents
payment in full of the amount owed pursuant to that Engineering, Procurement and
Construction Agreement by and between Tenaska Georgia I, L.P. and the
undersigned, dated ______________, as assigned to Tenaska and amended. This
Written Acknowledgment is given pursuant to O.C.G.A. ss.44-14-366(f)(2)(B).
Given under hand and seal this ____ day of ________________, 19___.
Zachry Construction Corporation
By: _____________________ (Seal)
Print Name:_____________________
Its: ___________________________
_____________________________
(Witness)
_____________________________
_____________________________
(Address)
<PAGE>
Exhibit N-5
CONTRACTOR'S INDEMNITY
THIS INDEMNITY IS EXECUTED BY ZACHRY CONSTRUCTION CORPORATION, a Delaware
corporation ("Indemnitor").
With reference to the following facts:
(a) Certain works of improvement have been or will be commenced upon
the land, as defined in Section 2.1.
(b) Indemnitor has an interest in the works of improvement on the land,
or thereon to be constructed, as contractor, and desires that Title Company
issue its policies of title insurance without mechanic's lien exclusions,
insuring marketability of title and/or priority of encumbrances upon the terms
and conditions hereinafter set forth.
NOW THEREFORE, Indemnitor agrees as follows.
1. COVENANTS.
1.1 Indemnitor will hold harmless, protect and indemnify Title Company
from and against any and all liabilities, losses, damages, expenses, and charges
including attorney's fees and expenses of litigation, which Title Company may
sustain under any policy of insurance respecting the land resulting directly
from any Mechanic's Lien or claim thereof filed by Indemnitor and/or any of
Indemnitor's subcontractors or suppliers at any tier and which arise from
Indemnitor's failure to comply with the requirement of 1.1.2 herein.
1.1.1 Indemnitor will pay, or cause to be paid, all bills, charges, or
expenses of any works of improvements on the land, which Indemnitor, in its
reasonable judgment, determine to be valid bills, charges, or expenses which
Indemnitor is obligated to pay.
1.1.2. If a Mechanic's Lien affecting the land for which a title policy
has been issued in reliance on this Agreement is filed, a Priority Lien
established, or an action to foreclose a Priority Lien commenced, Indemnitor
shall in the case of a Mechanic's Lien filed by Indemnitor's subcontractors and
suppliers at any tier, with or without privity of contract with Indemnitor,
cause such lien to be released of record and/or such action to be dismissed with
prejudice; and in the case of a Mechanic's Lien filed by Indemnitor shall
execute and deliver such instruments as may be necessary to subordinate such
Mechanic's Lien to the lien insured by the mortgagee policy of title insurance.
1.1.3 Title Company shall have the right at any time after thirty (30)
days written notice to Indemnitor to pay, discharge, satisfy, or remove from the
title to the land any Mechanic's Lien or claim thereon; and Indemnitor covenants
and agrees to pay to Title Company on demand all amounts expended by Title
Company to pay, discharge, satisfy, or remove any Mechanic's Lien or claim
thereof resulting from a valid (as determined by Indemnitor's reasonable
judgment) bill,
<PAGE>
charge, or expense which Indemnitor is obligated to pay.
1.2 If a Mechanic's Lien affecting the land for which a title policy
has been issued in reliance on this Agreement is filed, a Priority Lien
established, or an action to foreclose a Priority Lien commenced, Indemnitor
shall, upon request of Title Company, promptly furnish Title Company with copies
of all receipted bills or other evidence of payment or set-off for works of
improvement upon the land, but only to the extent that any such bills or other
evidence of payment or set-off relate to the lien or claim of lien in question.
1.3 Title Company is hereby granted the right to rely upon this
Agreement whether or not an indemnitor is the person ordering the title policy,
regardless of any change in ownership, title, or interest in the land or the
works of improvement thereon, or any change in Indemnitor's interest therein.
Said right shall extend to subsequent policies issued with respect to the land.
However, nothing contained herein shall be construed so as to obligate Title
Company to issue any policies of title insurance in the form above desired, but,
should Title Company issue any such policies of title insurance it will do so in
reliance upon the undertakings of the undersigned and in consideration thereof.
2. ADDITIONAL PROVISIONS.
2.1 As used herein the term "land" includes the real property described
on Exhibit "A", and any part, parcel, or subdivision of the described real
property and any part, parcel, or subdivision of the legal or equitable interest
in said real property.
2.2 As used herein the term "Mechanic's Lien" shall be deemed to refer
to the applicable statutes of the state (including, without limitation, O.C.G.A.
ss.44-14-360 et seq.) in which the land is situated that enable mechanics,
materialmen, artisans, and laborers to have a lien and/or enforce such lien
against the land and any improvements constructed thereon for the value of labor
bestowed thereon and/or materials furnished thereto; provided that such term as
used herein shall exclude any liens actually of record as of the date of
issuance of the policies of title insurance which Indemnitor is not obligated to
pay.
2.3 The term "policy of title insurance" includes such policies as are
customarily issued by title companies insuring priority of liens and
marketability of title, and all endorsements thereon. The term also includes
other documents and reports customarily issued by title companies concerning the
state of title, ownership, or interest in real property.
2.4 The term "Priority Lien" means a Mechanic's Lien asserting priority
over the lien of the deed to secure debt insured by the policy of title
insurance.
2.5 The term "Title Company" means _________________________________ or
any other title company which issues the policy of title insurance referred
herein.
2.6 Whenever the context so requires, the singular includes the plural;
the masculine, the feminine or neuter.
2
<PAGE>
INDEMNITOR EXECUTES THIS AGREEMENT BECAUSE OF THE BENEFITS DIRECTLY AND
INDIRECTLY ACCRUING TO INDEMNITOR BY REASON OF THE ISSUANCE OF SAID POLICIES.
IN WITNESS WHEREOF, the undersigned have executed this Agreement this
____ day of _______________, 1999.
ZACHRY CONSTRUCTION CORPORATION,
a Delaware corporation
By:_________________________________
Title:______________________________
STATE OF __________ )
) SS.
COUNTY OF _________ )
This instrument was acknowledged before me on ___________________ by
_____________________, _____________________ of ______________________, a(n)
_____________________ corporation, on behalf of said corporation.
______________________________________
Notary Public, State of ______________
______________________________________
Notary's Printed Name
My commission Expires: _______________
3
<PAGE>
Exhibit N-6
SUBCONTRACTOR
PARTIAL WAIVER, RELEASE AND
ASSIGNMENT OF ALL LIENS AND CLAIMS
STATE OF _____________ )
) SS.
COUNTY OF ___________ )
I, the undersigned Affiant, being of lawful age, under oath do
hereby swear that the following statements are true:
1. I am the ___________________________ of ________________________,
a(n) __________________________ [corporation] [proprietorship] (the "Firm") and
have personal knowledge of the truthfulness of all statements made herein and I
am duly authorized to make such statements and execute and deliver this Partial
Waiver, Release and Assignment of All Liens and Claims by and on behalf of said
Firm.
2. Pursuant to that certain subcontract (the "Subcontract") dated the
____ day of _______________, 19___, between Firm and Zachry Construction
Corporation, a Delaware corporation (the "Contractor"), Firm has directly and
through sub-subcontractors and material suppliers, performed labor and/or
furnished materials for the construction of the Tenaska Georgia Generation
Station (the "Improvements") located upon real property located in Heard County,
Georgia and legally described on the attached Exhibit "A" (the "Property"). The
Improvements and the Property are hereinafter sometimes collectively referred to
as the "Project". The Firm is requesting payment of its invoice number
______________ (the "Invoice") for labor, materials, equipment, machinery,
goods, and/or Services furnished by the Firm in connection with the Improvements
during the period beginning _______________________ and ending
_______________________ (the "Invoice Period").
3. All sub-subcontractors (of whatever tier or level), laborers,
mechanics, materialmen, suppliers, agents, brokers, attorneys and other persons
or entities whatsoever who have furnished or agreed to furnish labor, materials,
equipment, machinery, goods and/or services to the Firm in connection with the
Improvements and the above described Property have been paid in full for all
periods prior to the Invoice Period (except for retainages which are not yet due
and payable and for those claims specifically listed in Item 10 below) and have
fully waived and released all claims, demands, suits and rights to any and all
liens or claims, legal or equitable, contractual, statutory, constitutional or
otherwise, regardless of whether evidenced by lien affidavit or statement, upon
the Improvements and the above described Property whatsoever arising out of the
furnishing of or the agreements to furnish such items for all periods prior to
the Invoice Period (except for retainages which are not yet due and payable and
for those claims specifically listed in Item 10 below). Further, no security
interest, conditional bill of sale or retention of title agreement has been
given or executed by the Firm or any laborer, service provider or materialman
acting by, through or under
<PAGE>
the Firm for or in connection with any materials, machinery and/or equipment
placed upon or installed on the Property.
4. The Firm, for valuable consideration described herein, does hereby
waive, assign and release to and for the benefit of Contractor and
____________________ (the "Owner" of the Project), and the Owner's partners,
affiliated companies, lessees, successors, assigns, secured lenders and title
insurance companies, and each of the above mentioned parties' officers,
directors, shareholders, employees and agents (hereinafter collectively referred
to as "Released Parties") all right of the Firm to claim a mechanic's or
materialman's lien or laborer's lien or any similar lien or claim, legal or
equitable, contractual, statutory, constitutional or otherwise, regardless or
whether evidenced by lien affidavit or statement, for material furnished for use
in, for services or labor performed upon or in connection with, and/or for,
machinery, tools or equipment supplied or leased in connection with the Project
for all periods prior to the Invoice Period (except for retainages which are not
yet due and payable and which have not been paid for by Contractor and except
for those claims specifically listed in Item 10 below). Effective upon payment
by Contractor to the Firm of the Invoice, the Firm waives, assigns and releases
to and for the benefit of the Released Parties all right of the Firm to claim a
mechanic's or materialman's lien or laborer's lien or any similar lien or claim,
legal or equitable, contractual, statutory, constitutional or otherwise,
regardless or whether evidenced by lien affidavit or statement, for material
furnished for use in, for services or labor performed upon or in connection
with, and/or for, machinery, tools or equipment supplied or leased in connection
with the Project for the Invoice Period (except for retainages which are not yet
due and payable and which have not been paid for by Contractor and for those
claims specifically listed in Item 10 below).
5. The Firm will undertake no work in addition to that called for by
the subcontract between the Firm and the Contractor nor make any changes in any
contract for the furnishing of labor or materials to the Project without written
approval of the Contractor.
6. The Firm has not, other than pursuant to this Subcontractor Partial
Waiver, Release and Assignment of All Liens and Claims, assigned and will not
assign any right to perfect a lien against the Project, and the undersigned has
the right, power and authority to execute this Subcontractor Partial Waiver,
Release and Assignment of All Liens and Claims on behalf of the Firm.
7. The Firm warrants that all applicable taxes, fees and benefits,
including contributions to any employee benefit plan, relating directly or
indirectly to the Firm's work and with respect to all of its employees have been
paid in full or are current.
8. This instrument is made and delivered with full authority on behalf
of the Firm for the reliance and benefit of the Released Parties to induce
Contractor to make payment of the Invoice to the Firm. The Firm, for valuable
consideration described herein, does hereby agree to defend against, indemnify
and hold the Released Parties absolutely harmless from any and all claims,
demands, liabilities, suits and liens herein waived, assigned or released under
this Partial Waiver, Release and Assignment of All Liens and Claims or brought
by any third party for material furnished for use in, for services or labor
performed upon or in connection with and/or for machinery, tools, or equipment
supplied or leased in connection with the Project for all periods prior to the
Invoice Period and to remove, pay, and release any such lien on the Property or
the
2
<PAGE>
Improvements thereon immediately upon notice of the filing of any such lien.
Effective upon payment by Contractor to the Firm of the Invoice, the Firm agrees
to defend against, indemnify and hold the Released Parties absolutely harmless
from any and all claims, demands, liabilities, suits and liens herein waived,
assigned or released under this Partial Waiver, Release and Assignment of All
Liens and Claims or brought by any third party for material furnished for use
in, for services or labor performed upon or in connection with and/or for
machinery, tools, or equipment supplied or leased in connection with the Project
for the Invoice Period and to remove, pay, and release any such lien on the
Property or the Improvements thereon immediately upon notice of the filing of
any such lien.
9. Notwithstanding anything herein to the contrary, a sum of
$_______________ has been withheld from the Firm to date as a retainage in
accordance with the terms and conditions of the Subcontract between Contractor
and Firm (the "Retainage"). It is understood and agreed that nothing contained
in this Partial Waiver, Release and Assignment of All Liens and Claims shall
prejudice the Firm's rights with respect to the Retainage.
10. Open claims and disputes, if any, are as follows:
EXECUTED BY THE AFFIANT this ___ day of ____________________, 19___.
________________________________
AFFIANT
EXECUTED BY THE FIRM this ___ day of _______________________, 19___.
____________________________________
By:_________________________________
Title:______________________________
Note: Both Jurat and Acknowledgements must be completed by a Notary Public.
SWORN AND SUBSCRIBED before me by ________________________ on this ___
day of ________________, 19___.
____________________________________
Notary Public, State of ____________
____________________________________
Notary's Printed Name
My commission Expires: _____________
3
<PAGE>
(AFFIANT)
THE STATE OF _______ )
) SS.
COUNTY OF _________ )
This instrument was acknowledged before me on ___________________ by
____________________________________.
____________________________________
Notary Public, State of ____________
____________________________________
Notary's Printed Name
My commission Expires: _____________
(FIRM, if Corporation)
STATE OF __________ )
) SS.
COUNTY OF _________ )
This instrument was acknowledged before me on ______________________ by
____________________, _____________________ of ________________________, a(n)
___________________ corporation, on behalf of said corporation.
____________________________________
Notary Public, State of ____________
____________________________________
Notary's Printed Name
My commission Expires: _____________
4
<PAGE>
(FIRM, if Partnership)
STATE OF ________ )
) SS.
COUNTY OF _________ )
This instrument was acknowledged before me on ______________________ by
____________________, general partner of _______________________, a(n)
____________________ partnership, on behalf of said partnership.
____________________________________
Notary Public, State of ____________
____________________________________
Notary's Printed Name
My commission Expires: _____________
(FIRM, If Sole Proprietorship)
STATE OF _________ )
) SS.
COUNTY OF _________ )
This instrument was acknowledged before me on ___________________ by
____________________________.
____________________________________
Notary Public, State of ____________
____________________________________
Notary's Printed Name
My commission Expires: _____________
5
<PAGE>
Exhibit N-7
CONTRACTOR
PARTIAL WAIVER, RELEASE AND
ASSIGNMENT OF ALL LIENS AND CLAIMS
1. The undersigned has personal knowledge of the truthfulness
of all statements made herein and is duly authorized to make such statements and
execute and deliver this Partial Waiver, Release and Assignment of All Liens and
Claims by and on behalf of Zachry Construction Corporation, a Delaware
corporation (the "Firm").
2. Pursuant to that certain contract (the "Contract") dated
the ______ day of ________________, 1999, between Firm and _________________
(the "Owner"), Firm has directly and through sub-subcontractors and material
suppliers, performed labor and/or furnished materials for the construction of
the Tenaska Georgia Generation Station (the "Improvements") located upon real
property located in Heard County, Georgia and legally described on the attached
Exhibit "A" (the "Property"). The Improvements and the Property are hereinafter
sometimes collectively referred to as the "Project". The Firm is requesting
payment of its invoice number _____________________ (the "Invoice") for labor
performed and/or materials furnished in connection with the Improvements during
the period beginning ______________________ and ending _______________________
(the "Invoice Period").
3. All subcontractors, laborers, mechanics, materialmen,
suppliers, agents, brokers, attorneys and other persons or entities whatsoever
(collectively, the "Subcontractors") who have furnished to the Firm labor or
services at the Property or delivered to the Firm at the Property materials,
equipment, machinery and/or goods or have specially fabricated materials for the
Project in connection with the Improvements and the above described Property
have been paid in full for all periods prior to the Invoice Period (except for
retainages which are not yet due and payable and for those claims specifically
listed in Item 12 below) and have fully waived and released all claims, demands,
suits and rights to any and all liens or claims, legal or equitable,
contractual, statutory, constitutional or otherwise, regardless of whether
evidenced by lien affidavit or statement, upon the Improvements and the above
described Property whatsoever arising out of the furnishing of or the agreements
to furnish such items for all periods prior to the Invoice Period (except for
retainages which are not yet due and payable and for those claims specifically
listed in Item 12 below). All other Subcontractors who have furnished or agreed
to furnish labor, materials, equipment, machinery, goods and/or services to the
Firm in connection with the Improvements and the above described Property will
be paid in full by the Firm in accordance with the payment terms agreed to by
the Firm and such Subcontractors; and each time a payment is made by the Firm to
any of such Subcontractors, the Firm will cause such Subcontractors to fully
waive and release all claims, demands, suits and rights to any and all liens or
claims, legal or equitable, contractual, statutory, constitutional or otherwise,
regardless of whether evidenced by lien affidavit or statement, upon the
Improvements and the above described Property whatsoever for all such items for
which payment was received by such Subcontractor. Further, no security interest,
conditional bill of sale or retention of title agreement has been given or
executed by the Firm or any laborer, service provider or materialman acting by,
through or under the Firm for or in connection with any materials, machinery
and/or equipment placed upon or installed on the Property.
<PAGE>
4. The Firm, for valuable consideration, described herein,
does hereby waive, assign and release to and for the benefit of Owner and
Owner's partners, affiliated companies, lessees, successors, assigns, secured
lenders and title insurance companies and each of the above parties' officers,
directors, shareholders, employees and agents (hereinafter collectively referred
to as "Released Parties") all right of the Firm to claim a mechanic's or
materialman's lien or laborer's lien or any similar lien or claim, legal or
equitable, contractual, statutory, constitutional or otherwise, regardless or
whether evidenced by lien affidavit or statement, for material furnished for use
in, for services or labor performed upon or in connection with, and/or for,
machinery, tools or equipment supplied or leased in connection with the Project
for all periods prior to the Invoice Period (except for retainages which are not
yet due and payable and which have not been paid for by Owner and except for
those claims specifically listed in Item 12 below). Effective upon payment by
Owner to the Firm of the Invoice, the Firm waives, assigns and releases to and
for the benefit of Released Parties all right of the Firm to claim a mechanic's
or materialman's lien or laborer's lien or any similar lien or claim, legal or
equitable, contractual, statutory, constitutional or otherwise, regardless or
whether evidenced by lien affidavit or statement, for material furnished for use
in, for services or labor performed upon or in connection with, and/or for,
machinery, tools or equipment supplied or leased in connection with the Project
for the Invoice Period (except for retainages which are not yet due and payable
and which have not been paid for by Owner and for those claims specifically
listed in Item 12 below).
5. The Firm will undertake no work in addition to that called
for by the contract between the Firm and the Owner nor make any changes in any
contract for the furnishing of labor or materials to the Project without written
approval of the Owner.
6. The Firm has not, other than pursuant to this Contractor
Partial Waiver, Release and Assignment of All Liens and Claims, assigned and
will not assign any right to perfect a lien against the Project, and the
undersigned has the right, power and authority to execute this Contractor
Partial Waiver, Release and Assignment of All Liens and Claims on behalf of the
Firm.
7. The Firm warrants that all applicable taxes, fees and
benefits, including contributions to any employee benefit plan, relating
directly or indirectly to the Firm's work and with respect to all of its
employees have been paid in full or are current.
8. The contracted amount of work to be performed or materials
to be supplied by and through the Firm is as follows:
<TABLE>
<S> <C>
Original contract amount $__________________
Change orders approved to date (+ or -) $__________________
TOTAL CONTRACT AMOUNT $__________________
</TABLE>
9. The total amount paid to the undersigned to date on account
of work performed and materials furnished to the Project is $_________________.
2
<PAGE>
10. The total unpaid amount of any retainage and which has
been earned to date (subject to the provisions of the Contract) and not yet paid
is $________________.
11. This instrument is made and delivered with full authority
on behalf of the Firm for the reliance and benefit of the Released Parties to
induce Owner to make payment of the Invoice to the Firm. The Firm, for valuable
consideration, described herein, does hereby agree to defend against, indemnify
and hold the Released Parties absolutely harmless from any and all claims,
demands, liabilities, suits and liens (i) herein waived, assigned or released
under this Partial Waiver, Release and Assignment of All Liens and Claims or
(ii) brought or filed by any third party or Subcontractor for material furnished
for use in, for services or, labor performed upon or in connection with and/or
for machinery, tools, or equipment supplied or leased in connection with the
Project for all periods prior to the Invoice Period and to remove, pay, and
release any such lien on the Property or the Improvements thereon immediately
upon notice of the filing of any such lien. Effective upon payment by Owner to
the Firm of the Invoice, the Firm agrees to defend against, indemnify and hold
the Released Parties absolutely harmless from any and all claims, demands,
liabilities, suits and liens (i) herein waived, assigned or released under this
Partial Waiver, Release and Assignment of All Liens and Claims or (ii) brought
or filed by any third party or Subcontractor for material furnished for use in,
for services or, labor performed upon or in connection with and/or for
machinery, tools, or equipment supplied or leased in connection with the Project
for the Invoice Period and to remove, pay, and release any such lien on the
Property or the Improvements thereon immediately upon notice of the filing of
any such lien.
12. Open claims and disputes, if any, are as follows:
EXECUTED this ___ day of __________________, 19___.
ZACHRY CONSTRUCTION CORPORATION,
a Delaware corporation
By:______________________________
Title:___________________________
3
<PAGE>
STATE OF _______________ )
) ss.
COUNTY OF ______________ )
On this ___ day of _________________, ____, before me personally
appeared ___________________________________, to me known to be the
______________________ of Zachry Construction Corporation, a Delaware
corporation and acknowledged the said instrument to be his free and voluntary
act and deed on behalf of Zachry Construction Corporation, a Delaware
corporation, for the uses and purposes therein mentioned, and on oath stated
that he was authorized to execute said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
___________________________________
Notary Public
My commission expires:_____________
4
<PAGE>
Exhibit N-8
CONTRACTOR'S AFFIDAVIT
On behalf of Zachry Construction Corporation, a Delaware corporation,
the undersigned, being the Authorized Representatives of said corporation, upon
being duly sworn on oath, depose and state that, to the best of the
undersigneds' knowledge, the attached Exhibit "A" contains a list of all parties
who have performed site work or delivered materials or supplies in connection
with the construction of a power generation facility on the real property
described on the attached Exhibit "B" as of the date of this Affidavit.
Dated: ________________
Zachry Construction Corporation,
a Delaware corporation
By: ____________________________
Title:__________________________
STATE OF ____________ )
) ss.
COUNTY OF ___________ )
Sworn to and subscribed before me by ____________________ on this
______ day of ______________, _____.
________________________________
Notary Public
My commission expires:__________
<PAGE>
Exhibit N-9
After Recording Return to:
SUBCONTRACTOR PRIORITY AGREEMENT
WHEREAS, ________________ (the "Owner"), the owner of the land
described on the attached Exhibit "A" in Heard County, State of Georgia,
proposes to erect thereon certain improvements and for the purpose of raising
necessary funds has applied to a group of banks led by __________________, as
Agent (hereinafter collectively called the "Lender") for a loan to be secured by
a first priority Deed to Secure Debt and Security Agreement (hereinafter
referred to as the "Security Deed") on the said described premises; and
WHEREAS, the Lender has applied to Title Company (as defined below) for
a policy of title insurance to be issued to the Lender insuring the priority of
lien of the Mortgage;
WHEREAS, "Title Company" means ______________________ or any other
title company which issues the policy of title insurance referred to herein;
WHEREAS, the undersigned has been employed by the contractor, Zachry
Construction Corporation, a Delaware corporation, to furnish materials or to
perform labor or both thereof incident to the said improvements, for which the
undersigned may have a statutory or constitutional right of lien; and
WHEREAS, the undersigned is desirous of said mortgage loan being
consummated and said title insurance being issued.
NOW, THEREFORE, in consideration of the premises and as an inducement
to the Lender to enter into a loan agreement with the Owner and to the Title
Company to issue the said policy of title insurance, respectively, the
undersigned does hereby agree that the lien of the proposed Security Deed shall
be and at all times remain prior, paramount and superior to any statutory or
constitutional right of lien that the undersigned may now have or hereafter
acquire, whether for
<PAGE>
materials furnished or labor performed or for both thereof.
IN WITNESS WHEREOF, the undersigned has executed this Priority
Agreement this ____ day of _________, 199__.
________________________________
Subcontractor
_________________________ By:_____________________________
Unofficial Witness
Title:__________________________
ACKNOWLEDGEMENT
STATE OF ____________ )
) ss.
COUNTY OF ___________ )
On this ___ day of _______, 1999, before me personally appeared , to me
known to be the ______________________ of Zachry Construction Corporation, a
Delaware corporation and acknowledged the said instrument to be his free and
voluntary act and deed on behalf of Zachry Construction Corporation, a Delaware
corporation, for the uses and purposes therein mentioned, and on oath stated
that he was authorized to execute said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
________________________________
Notary Public
My commission expires:__________
2
<PAGE>
EXHIBIT N-10
CONTRACTOR PRIORITY AGREEMENT
WHEREAS, ___________________ (the "Owner"), the owner of the land
described in Schedule A attached hereto, proposes to erect thereon certain
improvements (the "Project") and for the purpose of raising necessary funds has
applied to a group of banks led by _________________, as Agent (hereinafter
collectively called the "Lender") for a loan to be secured by a first priority
Deed to Secure Debt and Security Agreement (hereinafter referred to as the
"Security Deed") on said described premises; and
WHEREAS, the Lender has applied to Title Company (as defined below) for
a policy of title insurance to be Issued to the Lender insuring the first
priority of the lien of the Mortgage;
WHEREAS, "Title Company" means _______________________ or any other
title company which issues the policy of title insurance referred to herein;
WHEREAS, the undersigned (the "Contractor") and Owner entered into an
Engineering, Procurement and Construction Agreement dated _________, 1999, (as
further amended, supplemented or otherwise modified from time to time, the
"EPC");
WHEREAS, the undersigned has been employed to furnish materials or to
perform labor or both thereof incident to the said improvements, for which the
undersigned may have a statutory or constitutional right of lien; and
WHEREAS, the undersigned is desirous of said mortgage loan being
consummated and said title insurance being issued.
NOW, THEREFORE, in consideration of the premises and an inducement to
the Lender to enter into a loan agreement with the Owner and to the Title
Company to issue the said policy of title insurance, respectively, the
undersigned does hereby agree that the lien of the proposed Security Deed shall
be and at all times remain prior, paramount and superior to any statutory or
constitutional right of lien that the undersigned may now have or hereafter
acquire, whether for materials furnished or labor performed or for both thereof.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this Contractor
Priority Agreement this day of , 1999.
----- ---------
ZACHRY CONSTRUCTION CORPORATION,
a Delaware corporation.
By:
-------------------------------
--------------------
Unofficial Witness Title:
----------------------------
2
<PAGE>
STATE OF _____________ )
) ss.
COUNTY OF ___________ )
On this ___ day of _______, 1999, before me personally appeared
______________, to me known to be the _______________________of Zachry
Construction Corporation, a Delaware corporation and acknowledged the said
instrument to be his free and voluntary act and deed on behalf of Zachry
Construction Corporation, a Delaware corporation, for the uses and purposes
therein mentioned, and on oath stated that he was authorized to execute said
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
---------------------------------------
Notary Public
My commission expires:
------------------
3
<PAGE>
EXHIBIT N-11
SUBCONTRACTOR
FINAL WAIVER, RELEASE AND
ASSIGNMENT OF ALL LIENS AND CLAIMS
THE STATE OF ________ )
) SS.
COUNTY OF ___________ )
I, the undersigned Affiant, being of lawful age, under oath do hereby
swear that the following statements are true:
1. I am the __________________________ of _______________________,
a(n) _______________ [corporation] [partnership] [sole proprietorship] (the
"Firm") and have personal knowledge of the truthfulness of all statements made
herein, and I am duly authorized to make such statements and execute and deliver
this Final Waiver, Release and Assignment of All Liens and Claims by and on
behalf for said Firm.
2. Pursuant to that certain subcontract (the "Subcontract") dated the
____ day of ____________, 19__, between Firm and Zachry Construction
Corporation, a Delaware corporation ("Contractor"), Firm has directly and
through sub-subcontractors and material suppliers, performed labor and/or
furnished materials for the construction of the Tenaska Georgia Generation
Station (the "Improvements") located upon real property located in Heard County,
Georgia and legally described on the attached Exhibit "A" (the "Property"). The
Improvements and the Property are hereinafter sometimes collectively referred to
as the "Project". The Firm is requesting payment of its final invoice (the
"Invoice") for payment under the Subcontract.
3. All sub-subcontractors (of whatever tier or level), laborers,
mechanics, materialmen, suppliers, agents, brokers, attorneys and other persons
or entities whatsoever who have furnished or agreed to furnish labor, materials,
equipment, machinery, goods and/or services to the Firm in connection with the
Improvements and the above described Property have been paid in full and have
fully waived and released all claims, demands, suits and rights to any and all
liens or claims, legal or equitable, contractual, statutory, or constitutional,
or otherwise, regardless of whether evidenced by lien affidavit or statement,
upon the Improvements and the above described Property whatsoever arising out of
the furnishing of or the agreements to furnish such items. Further, no security
interest, conditional bill of sale or retention of title agreement has been
given or executed by the Firm or any laborer, service provider or materialman
acting by, through or under the Firm for or in connection with any materials,
machinery and/or equipment placed upon or installed on the Property.
4. The Firm, for valuable consideration described herein, does hereby
waive, assign and release to and for the benefit of the Contractor and
___________________ ("Owner" of the Project), and the Owner's partners,
affiliated companies, lessees, successors, assigns, secured lenders and title
insurance companies, and each of the above mentioned parties' officers,
directors, shareholders, employees and agents (hereinafter collectively referred
to as the "Released Parties"), all right of the
<PAGE>
Firm to claim a mechanic's or materialman's lien or laborer's lien or any
similar lien or claim, legal or equitable, contractual, statutory,
constitutional, or otherwise regardless of whether evidenced by lien affidavit
or statement, for material furnished for use in, for services or labor performed
upon or in connection with, and/or for machinery, tools and equipment supplied
or leased in connection with the Project. The Firm by this instrument further
releases and discharges the Released Parties from all obligations,
responsibilities, liabilities, commitments and duties directly or indirectly
arising out of or existing by virtue of the Subcontract between the Firm and
Contractor and acknowledges that it has been paid in full. Nothing contained
herein shall, however, operate to release or relieve Firm from any of its
continuing obligations, liabilities or responsibilities which would otherwise
survive completion and acceptance of the Project and final payment by Contractor
including, but not limited to, the Released Parties' rights of indemnity, audit
rights and all warranties and guaranties.
5. The Firm has not assigned and will not assign, other than as set
forth in this Subcontractor Final Waiver, Release and Assignment of All Liens
and Claims, any right to perfect a lien against the Project.
6. The Firm warrants that all applicable taxes, fees and benefits,
including contributions to any employee benefit plan, relating directly or
indirectly to the Firm's work and with respect to all of its employees have been
paid in full.
7. This instrument is made and delivered with full authority on behalf
of the Firm for the reliance and benefit of the above named Released Parties to
induce Contractor to make payment to the Firm for material furnished for use in,
for services or labor performed upon or in connection with, and/or for
machinery, tools or equipment supplied or leased in connection with the Project.
In consideration of such payment, the Firm does hereby agree to defend against,
indemnify and hold the Released Parties absolutely harmless from any and all
claims, demands, liabilities, suits and liens herein waived, released or
assigned under this Final Waiver, Release and Assignment of All Liens and Claims
or brought by any third party for material furnished for use in, for services or
labor performed upon or in connection with, and/or for machinery, tools or
equipment supplied or leased in connection with the Project, and to pay, remove
and release any such lien on the Property or the Improvements thereon
immediately upon notice of the filing of any such lien.
EXECUTED BY THE AFFIANT this day of , 19 .
---- -------------------- ----
-----------------------------------------
AFFIANT
EXECUTED BY THE FIRM this day of , 19 .
--- ------------------------ ----
By:
----------------------------------
Title:
-------------------------------
2
<PAGE>
Note: Both Jurat and Acknowledgements must be completed by a Notary Public.
SWORN AND SUBSCRIBED before me by on this
------------------------- ----
day of , 19 .
----------------- ----
------------------------------------
Notary Public, State of
-------------
------------------------------------
Notary's Printed Name
My commission Expires:
--------------
(AFFIANT)
STATE OF ___________ )
) SS.
COUNTY OF _________ )
This instrument was acknowledged before me on by
--------------------
--------------------------------------------------------.
------------------------------------
Notary Public, State of
-------------
------------------------------------
Notary's Printed Name
My commission Expires:
--------------
3
<PAGE>
(FIRM, if Corporation)
STATE OF __________ )
) SS.
COUNTY OF _________ )
This instrument was acknowledged before me on by
----------------------
, of ,a(n)
------------------------------- ------------------- ----------------------
corporation, on behalf of said corporation.
--------------------
------------------------------------
Notary Public, State of
-------------
------------------------------------
Notary's Printed Name
My commission Expires:
--------------
(FIRM, if Partnership)
STATE OF __________ )
) SS.
COUNTY OF _________ )
This instrument was acknowledged before me on by
-----------------------
---------------------------------------, general partner of ,
--------------------
a(n) partnership,on behalf of said partnership.
----------------
------------------------------------
Notary Public, State of
-------------
------------------------------------
Notary's Printed Name
My commission Expires:
--------------
4
<PAGE>
(FIRM, If Sole Proprietorship)
STATE OF __________ )
) SS.
COUNTY OF _________ )
This instrument was acknowledged before me on by
--------------------
--------------------------------------------------------.
------------------------------------
Notary Public, State of
-------------
------------------------------------
Notary's Printed Name
My commission Expires:
--------------
5
<PAGE>
EXHIBIT N-12
CONTRACTOR
FINAL WAIVER, RELEASE, AFFIDAVIT AND
ASSIGNMENT OF ALL LIENS AND CLAIMS
THE STATE OF ___________ )
)ss.
COUNTY OF ______________ )
I, the undersigned Affiant, being of lawful age, under oath do hereby
swear that the following statements are true:
1. I have personal knowledge of the truthfulness of all statements made
herein, and I am duly authorized to make such statements and execute and deliver
this Final Waiver, Release and Assignment of All Liens and Claims by and on
behalf of Zachry Construction Corporation, a Delaware corporation (the "Firm").
2. Pursuant to that certain contract (the "Contract") dated the __ day
of ____________, 1999, between Firm and _______________ ("Owner"), Firm has
directly and through subcontractors and material suppliers, performed labor
and/or furnished materials for the construction of the Tenaska Georgia
Generation Station (the "Improvements") located upon real property located in
Heard County, Georgia and legally described on the attached Exhibit "A" (the
"Property"). The Improvements and the Property are hereinafter sometimes
collectively referred to as the "Project". The Firm requests payment of its
final invoice (the "Invoice") for payment under the Contract.
3. All subcontractors, laborers, mechanics, materialmen, suppliers,
agents, brokers, attorneys and other persons or entities whatsoever who have
furnished or agreed to furnish labor, materials, fixtures, equipment, machinery,
goods, supplies and/or services to the Firm in connection with the Improvements
and the above described Property have been paid in full, the agreed or
reasonable value and have fully waived and released all claims, demands, suits
and rights to any and all liens or claims, legal or equitable, contractual,
statutory, constitutional, or otherwise, regardless of whether evidenced by lien
affidavit or statement, upon the Improvements and the above described Property
whatsoever arising out of the furnishing of or the agreements to furnish such
items. Further, that there are no fixtures now installed in the Improvements or
on the Property pursuant to the Contract that have not been paid for in full and
that no security interest, conditional bill of sale or retention of title
agreement has been given or executed by the Firm or any laborer, service
provider or materialman acting by, through or under the Firm for or in
connection with any materials, machinery and/or equipment, and/or other personal
property placed upon or installed on the Property.
4. The Firm, for valuable consideration described herein, (i) hereby
acknowledges receipt of payment in full of the agreed price or the reasonable
value for all amounts due and owing to Firm for the Improvements on the Property
as required by the Contract, and further (ii) does hereby waive, assign and
release to and for the benefit of the Owner, and the Owner's partners,
affiliated companies, lessees, successors, assigns, secured lenders and title
insurance companies, and each of
<PAGE>
the above mentioned parties' officers, directors, shareholders, employees and
agents (hereinafter collectively referred to as the "Released Parties"), all
right of the Firm to claim a mechanic's or materialman's lien or laborer's lien
or any similar lien or claim, legal or equitable, contractual, statutory,
constitutional, or otherwise, regardless of whether evidenced by lien affidavit
or statement, for material furnished for use in, for services or labor performed
upon or in connection with, and/or for machinery, tools and equipment supplied
or leased in connection with the Project. The Firm by this instrument further
releases and discharges the Released Parties from all obligations for payment
directly or indirectly arising out of or existing by virtue of the Contract
between the Firm and Owner. Nothing contained herein shall, however, operate to
release or relieve Firm or Owner from any continuing obligations for payment,
liabilities or responsibilities which would otherwise survive completion and
acceptance of the Project and final payment by Owner including, but not limited
to, rights of indemnity, audit rights and all warranties and guaranties.
5. The Firm has not assigned and will not assign, other than as set
forth in this Contractor Final Waiver, Release and Assignment of All Liens and
Claims, any right to perfect a lien against the Project.
6. The Firm warrants that all applicable taxes, fees and benefits,
including contributions to any employee benefit plan, relating directly or
indirectly to the Firm's work and with respect to all of its employees have been
paid in full.
7. This instrument is made and delivered with full authority on behalf
of the Firm for the reliance and benefit of the above named Released Parties to
induce Owner to make payment to the Firm for material furnished for use in, for
services or labor performed upon or in connection with, and/or for machinery,
tools or equipment supplied or leased in connection with the Project. In
consideration of such payment, the Firm does hereby agree to defend against,
indemnify and hold the Released Parties absolutely harmless from any and all
claims, demands, liabilities, suits and liens herein waived, released or
assigned under this Final Waiver, Release and Assignment of All Liens and Claims
or brought by any third party for material furnished for use in, for services or
labor performed upon or in connection with, and/or for machinery, tools or
equipment supplied or leased in connection with the Project, and to pay, remove
and release any such lien on the Property or the Improvements thereon
immediately upon notice of the filing of any such lien.
8. This sworn statement is made to Owner and to the holder of any
security deed which security deed secures an indebtedness advanced by such
holder as construction or purchase money with respect to said Property, in
accordance with the provisions of O.C.G.A. ss.44-14-361.2, to induce Owner to
make final disbursement to Firm and in connection with a loan in which the
Property in part secures the repayment thereof.
EXECUTED BY THE AFFIANT this day of , 199 .
----- ------------------- ---
------------------------------------------
AFFIANT
EXECUTED BY THE FIRM this day of , 199 .
----- ------------------ ---
2
<PAGE>
ZACHRY CONSTRUCTION CORPORATION,
a Delaware corporation
By:
-----------------------------
Title:
--------------------------
3
<PAGE>
NOTE: Both Jurat and Acknowledgements must be completed by a Notary Public.
SWORN TO AND SUBSCRIBED before me by on this day
--------------------- ------
of ,199 .
--------------- ---
------------------------------------
Notary Public, State of
-------------
------------------------------------
Notary's Printed Name
My commission Expires:
--------------
(AFFIANT)
THE STATE OF __________ )
)
COUNTY OF _____________ )
This instrument was acknowledged before me on by
--------------------
--------------------------------------------------------.
------------------------------------
Notary Public, State of
-------------
------------------------------------
Notary's Printed Name
My commission Expires:
--------------
(FIRM)
STATE OF _______________ )
) ss.
COUNTY OF ______________ )
On this day of , 199 , before me personally
----- ------------------ ---
appeared , to me known to be the
-----------------------------------
of Zachry Construction Corporation, a Delaware
----------------------
corporation, for the uses and purposes therein mentioned, and on oath stated
that he was authorized to execute said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
---------------------------------------
Notary Public
My commission expires:
-----------------
4
<PAGE>
NOTICE OF COMMENCEMENT
TO: Clerk of the Superior Court of Heard County, Georgia
Pursuant to O.C.G.A. Section 44-14-361.5, not later than 15 days
after physically commencing work on the property, the undersigned gives
Notice of Commencement of improvements to property including the following
information:
(1) NAME, ADDRESS AND TELEPHONE NUMBER OF CONTRACTOR:
Zachary Construction Corporation
--------------------------------
--------------------------------
--------------------------------
--------------------------------
Attn:
----------------------------
(2) NAME AND LOCATION OF PROJECT AND LEGAL DESCRIPTION OF THE PROPERTY:
Tenaska Georgia Generation Station, development of a power plant to be
constructed on certain land located in Land Lots 236 and 237 of the 4th
District of Heard County, Georgia and being more particularly described
in EXHIBIT "A" attached hereto and incorporated herein by this
reference.
5
<PAGE>
(3) NAME AND ADDRESS OF TRUE OWNER OF THE PROPERTY:
LESSOR:
The Development Authority of Heard County, Georgia
c/o Glover & Davis
10 Brown Street
Newnan, Georgia 30264-1038
Telephone: 770-683-6000
Fax: 770-683-6010
LESSEE:
Tenaska Georgia Partners, L.P.
--------------------------------
--------------------------------
--------------------------------
--------------------------------
Attn:
----------------------------
Telephone:
----------------------
Fax:
-----------------------------
(4) NAME AND ADDRESS OF PERSON OTHER THAN OWNER AT WHOSE INSTANCE THE
IMPROVEMENTS ARE BEING MADE, IF NOT THE TRUE OWNER:
Tenaska Georgia Partners, L.P.
--------------------------------
--------------------------------
--------------------------------
--------------------------------
Attn:
----------------------------
Telephone:
-----------------------
Fax:
------------------------------
6
<PAGE>
(5) NAME AND ADDRESS FOR SURETY FOR THE PERFORMANCE AND PAYMENT BONDS, IF
ANY:
--------------------------------
--------------------------------
--------------------------------
--------------------------------
(6) NAME AND ADDRESS OF CONSTRUCTION LENDER, IF ANY:
--------------------------------
--------------------------------
--------------------------------
--------------------------------
Zachary Construction Corporation
By:
--------------------------------
Print Name:
--------------------------------
Its:
--------------------------------
Dated: , 2000
--------------------------------
* This document must be filed with the clerk of the superior court for the
county in which the project is located and a copy of this document must be
posted at the project site not later than 15 days after the contractor
physically commences work on the property.
** Within 10 calendar days of receipt of a written request, the contractor must
give a copy of this Notice of Commencement to any subcontractor, materialman, or
person making the request.
7
<PAGE>
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
8
<PAGE>
Tenaska Georgia Generating Project
EXHIBIT O
GE PAYMENT PROCEDURES
<PAGE>
--------------------------------------------------------- ----------------------
EPC - Exhibit O
TENASKA GEORGIA GENERATION PROJECT ----------------------
Page 1 of 3
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GE Payment Procedures
The following terms and conditions shall apply regarding payment to General
Electric Company for the six (6) gas turbines and associated equipment as
defined in Exhibit H.
1. Contractor will accept assignment of the Turbine Contract attached as
Exhibit H subject to any specific restrictions contained in the EPC
Agreement.
2. Owner will pay General Electric Company directly in accordance with the
payment schedule contained in Exhibit H and General Electric's Progress
Payment Invoice that has been approved by the Contractor. Contractor shall
certify that the Project is progressing in accordance with the payment
schedule contained in Exhibit H.
3. Included in the Monthly Progress Report, as described in Article 3 of the
EPC Agreement, Contractor will furnish a separate Progress Payment Invoice
for General Electric Company equipment included in Exhibit H. Retainage
shall not be withheld from sums due to Contractor as a result of sums paid
to General Electric Company.
4. Except for the payments to General Electric Company, and specific
exclusions contained in the EPC Agreement, Contractor will remain
responsible for the supply, installation, and performance of the equipment
furnished pursuant to the Turbine Contract as if this Exhibit did not
exist.
5. The scope of supply for which the Owner will provide direct payment to
General Electric Company is outlined in the following:
Turbine Contract attached as Exhibit H
<PAGE>
Tenaska Georgia Generating Project
EXHIBIT P
CALCULATION Of ESCALATION
<PAGE>
[*] The following three (3) pages have been omitted and filed sepaprately
with the Securities and Exchange Commission as part of a Confidential
Treatment Request.
<PAGE>
Tenaska Georgia Generating Project
EXHIBIT Q
LETTER OF CREDIT
<PAGE>
EXHIBIT Q
[BANK LETTERHEAD]
DATE: [ISSUANCE DATE]
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER: ____________
<TABLE>
<CAPTION>
BENEFICIARY: APPLICANT:
<S> <C>
__________________________________ _____________________________
__________________________________ _____________________________
__________________________________ _____________________________
__________________________________ _____________________________
ATTENTION:________________________ ATTENTION: ________________
AMOUNT: USD ________________
____________ AND 00/100'S US DOLLARS
EXPIRATION: ____________
</TABLE>
GENTLEMEN:
BY ORDER OF OUR CLIENT, THE ("APPLICANT"), FOR THE ACCOUNT OF [TO BE
DETERMINED], WE ("BANK") HEREBY ISSUE OUR IRREVOCABLE LETTER OF CREDIT NUMBER
________ IN THE AMOUNT OF, BUT NOT EXCEEDING USD _________________
(__________________________________ NO/100 UNITED STATES DOLLARS). IT IS OUR
UNDERSTANDING THAT THIS LETTER OF CREDIT IS ISSUED IN LIEU OF RETENTION AND IN
CONNECTION WITH YOUR AGREEMENT FOR CONSTRUCTION WITH {NAME} DATED AS OF
{DATE}(AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME IN
ACCORDANCE WITH ITS TERMS) REGARDING THE CONSTRUCTION OF {THE PROJECT},
PERFORMED AT YOUR SITE IN {CITY, STATE}.
FUNDS ARE AVAILABLE UNDER THIS LETTER OF CREDIT UPON PRESENTATION OF YOUR SIGHT
DRAFT DRAWN ON US ACCOMPANIED BY THE FOLLOWING DOCUMENTS:
A LETTER, PURPORTEDLY SIGNED BY AN AUTHORIZED OFFICER OF {BENEFICIARY}, STATING
THAT EITHER (A) {APPLICANT} HAS FAILED TO COMPLY WITH AN OBLIGATION UNDER THE
AGREEMENT FOR ENGINEERING, PROCUREMENT AND CONSTRUCTION SERVICES, DATED
________, 1999 BETWEEN _____________________ ("OWNER" / BENEFICIARY) AFTER ANY
APPLICABLE NOTICE AND CURE PERIOD REQUIRED BY THE AGREEMENT WITH {BENEFICIARY},
AND {APPLICANT}, AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO
TIME OR (B) {APPLICANT} HAS NOT COMPLETED ALL PERFORMANCE DUE FROM {APPLICANT}
UNDER THE ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT AND A SATISFACTORY
SUBSTITUTE LETTER OF CREDIT HAS NOT BEEN DELIVERED ON BEHALF OF {APPLICANT} TO
{BENEFICIARY} WITHIN 15 DAYS OF THE EXPIRATION DATE OF THE LETTER OF CREDIT. THE
LETTER SHALL FURTHER STATE THAT WRITTEN NOTICE HAS BEEN DELIVERED TO CONTRACTOR
OF BENEFICIARY'S INTENT TO DRAW UNDER THIS LETTER OF CREDIT NO. ______________
AT LEAST FIVE (5) CALENDAR DAYS PRIOR TO THE DATE OF SUCH SIGHT DRAFT.
<PAGE>
WE HEREBY AGREE THAT MULTIPLE PARTIAL DRAWINGS MAY BE MADE AND THAT ALL DRAFTS
DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT WILL BE
DULY HONORED IF DRAWN AND PRESENTED FOR PAYMENT AT OUR COUNTERS ON OR BEFORE THE
EXPIRATION DATE, AS DEFINED BELOW.
PRESENTATION OF SUCH DRAFT(S) AND DOCUMENT(S) SHALL BE MADE AT OUR OFFICE
LOCATED AT {ADDRESS, CITY, STATE, ZIP CODE}.
COMMUNICATIONS WITH RESPECT TO THIS LETTER OF CREDIT SHALL BE IN WRITING AND
SHALL BE ADDRESSED TO US AT {ADDRESS, CITY, STATE, ZIP CODE}, ATTENTION: LETTER
OF CREDIT DEPARTMENT, SPECIFICALLY REFERRING TO THE NUMBER OF THIS LETTER OF
CREDIT.
THIS LETTER OF CREDIT IS EFFECTIVE IMMEDIATELY AND EXPIRES UPON THE EARLIER OF
(A) {DATE}, OR (B) THE DATE ON WHICH THE AMOUNT OF THE LETTER OF CREDIT IS
REDUCED TO ZERO BY BENEFICIARY'S DRAWS HEREUNDER, OR (C) THE DATE ON WHICH THE
LETTER OF CREDIT HAS BEEN RETURNED TO US TOGETHER WITH IRREVOCABLE INSTRUCTIONS
FROM BENEFICIARY TO CANCEL THIS LETTER OF CREDIT (THE "EXPIRATION DATE").
TO THE EXTENT NOT CONTRARY TO THE EXPRESS TERMS HEREOF, THIS LETTER OF CREDIT
SHALL BE GOVERNED BY THE UNIFORM CUSTOMS AND PRACTICES FOR DOCUMENTARY CREDITS
(1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 500 (HEREIN
REFERRED TO AS THE "UCP"), OR BY SUBSEQUENT UNIFORM CUSTOMS AND PRACTICE FIXED
BY SUBSEQUENT CONGRESSES OF THE INTERNATIONAL CHAMBER OF COMMERCE. THIS LETTER
OF CREDIT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF
TEXAS AND SHALL, AS TO MATTERS NOT GOVERNED BY THE UCP, BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
EXCEPT AS OTHERWISE STATED HEREIN, THIS LETTER OF CREDIT MAY NOT BE AMENDED,
MODIFIED, TERMINATED, REVOKED OR CANCELLED WITHOUT OUR WRITTEN CONSENT, AND THE
WRITTEN CONSENT OF APPLICANT AND BENEFICIARY.
YOURS VERY TRULY,
BY: ________________________
AUTHORIZED SIGNATURE
<PAGE>
Tenaska Georgia Generating Project
EXHIBIT R
CERTIFICATE OF CONSTRUCTION CONTRACTOR
<PAGE>
EXHIBIT R
________________________, 19_____
Tenaska Georgia Partners, L.P.
1044 North 115th Street
Omaha, Nebraska 68154
Attn: _________________
Project: Tenaska Georgia Generation Facility
This certificate is delivered to you pursuant to Section 3.1(d)(iii) of
the Engineering, Procurement and Construction Agreement dated September 15,
1999, between Tenaska Georgia I, L.P., a Delaware limited partnership
("Tenaska"), and Zachry Construction Corporation, a Delaware corporation
("Contractor"), as assigned by Tenaska to Tenaska Georgia Partners, L.P., a
Delaware limited partnership.
Unless otherwise indicated, capitalized terms used herein shall have
the meaning set forth in the above-referenced Engineering, Procurement and
Construction Agreement (the "EPC").
(1) Contractor hereby certifies that all work for which payment is
sought by the Contractor has been completed in accordance with
the Drawings.
(2) The work for which payment is requested has been performed by
Contractor in accordance with the EPC.
(3) Contractor reasonably believes Commercial Operation is
achievable by the Scheduled Date of Commercial Operation, as
such terms are defined in the EPC, or Contractor has attached
a statement outlining the causes of any substantial delays.
<PAGE>
______________, as Agent -2- ______________, 19___
The undersigned certifies that he is duly authorized to execute and
deliver this certificate on behalf of Contractor.
Zachry Construction Corporation,
a Delaware corporation
By: _______________________________
Name: ____________________________
Title: ___________________________
By: _______________________________
Name: ____________________________
Title: ___________________________
