Exhibit 10.8
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.
FIXED PRICE ENGINEERING, PROCUREMENT AND CONSTRUCTION
CONTRACT
THIS ENGINEERING, PROCUREMENT AND CONSTRUCTION CONTRACT (this
"Contract") is entered into effective this 23rd day of September, 1999, by and
between TENASKA GEORGIA PARTNERS, L.P., a Delaware limited partnership
("Tenaska"), and WILLBROS ENGINEERS, INC., a Delaware corporation (the
"Contractor").
WITNESSETH:
WHEREAS, Tenaska intends to construct, own and operate a dispatchable
electric generating facility together with related equipment and other
improvements (the "Plant") at a location in Heard County, Georgia (the "Plant
Site"); and
WHEREAS, Tenaska desires to engage Contractor, and Contractor desires
to be engaged, to provide turnkey services (engineering, material procurement,
and construction) for a 20-inch natural gas transmission pipeline for
approximately 6,500 feet from the Transcontinental Gas Pipeline Corporation
("Transco") meter station to the Plant Site (the "Pipeline").
NOW, THEREFORE, for and in consideration of the premises and the mutual
promises and covenants contained herein, the parties, intending to be legally
bound, agree as follows:
DEFINITIONS
The following terms shall have the meanings specified when used in this
Contract:
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 Pipeline, the
Work or the terms of this Contract, including all environmental and
Hazardous Materials laws which are at any time applicable to performing
the Work.
DRAWINGS include, without limitation: all renderings, technical and
design drawings, specifications, plans, layouts, diagrams,
illustrations, 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
Pipeline; supplier operating and maintenance manuals, recommended spare
parts lists, documents required to support permitting and licensing
and, all other operations data pertinent to the Pipeline. The Drawings
shall set forth and detail all requirements for the construction of the
Pipeline, provide all instructions customarily necessary in the trade
and shall include documents required for regulatory agency approval. At
the time the Drawings are delivered to Tenaska, they become the
property of Tenaska and Contractor shall only maintain drawings in
support of this Contract.
EQUIPMENT means all engineered, manufactured and produced items,
materials, supplies and goods required to be incorporated into the
Pipeline for the construction and operation of the Pipeline in
accordance with this Contract.
HAZARDOUS MATERIALS means (i) "hazardous materials", "hazardous
substances", or "toxic substances" or "contaminants" as those terms are
defined under any environmental law 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.
SUBSTANTIAL COMPLETION means that the Pipeline has satisfied the tests
described in Appendix A and is available for use in accordance with its
intended purpose.
WORK means all of the obligations of Contractor under this Contract.
WORKSITE means the right-of-way or other property on, over or under
which the Pipeline is to be constructed, including any property over
which construction easements are obtained.
ARTICLE I - OBLIGATIONS OF CONTRACTOR
1.1 SELECTION OF CONTRACTOR. Tenaska hereby engages Contractor, and
Contractor accepts such engagement, to provide engineering, material
procurement, and construction of the Pipeline, on a turnkey basis, for and on
behalf of Tenaska pursuant to the provisions of this Contract.
1.2 STANDARDS OF PERFORMANCE. Contractor shall, in the performance of
the Work, use the full measure of care, diligence and good faith commensurate
with generally accepted professional standards and, to the extent that any of
the duties directly or indirectly related to the Work are discretionary, act
fairly and in good faith as between Tenaska and any third parties.
1.3 SCOPE OF THE WORK. Contractor shall provide the Work described in
Appendix A, which is attached to, incorporated in and forms part of this
Contract. The Scope of Work includes (a) furnishing the design and engineering
for the Pipeline, including the preparation of all Drawings, which design and
engineering shall meet the requirements of this Contract and shall be prepared
and implemented in accordance with all Applicable Laws; provide and implement
purchasing, construction, expediting, inspection, and testing in accordance with
all performance and other requirements of this Contract and all Applicable Laws
(together with all services related thereto) as required by this Contract or as
may be necessary to provide Tenaska with the Pipeline meeting all terms,
conditions, specifications and standards set forth in this Contract; 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 Pipeline; perform all change orders; and, perform in accordance with
all of Contractor's representations, covenants and warranties as set forth in
this Contract.
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1.4 RESPONSIBILITIES OF TENASKA. Tenaska shall furnish Contractor with
all right-of-way easements and Contractor shall be required to obtain all other
construction permits. Tenaska shall furnish Contractor with basic design
criteria and process descriptions as a basis for Contractor's performance of the
Work. If Tenaska has not furnished Contractor with all right-of-way easements
necessary for the Pipeline by January 1, 2000, then Contractor shall be entitled
to an extension of the Scheduled Completion Date by up to one day for each day
until all such right-of-way easements are obtained by Tenaska, provided that the
period of extension to the Scheduled Completion Date shall not exceed the period
of actual delay determined in accordance with the following:
(A) Contractor demonstrates that such delay will delay any item on the
critical path so as to delay Contractor's achievement of Substantial
Completion;
(B) Contractor provides reasonable detailed support for the number of
days of change requested in the Scheduled Completion Date as a result
of such delay;
(C) Contractor demonstrates that it will use all reasonable efforts to
maintain the Scheduled Completion Date as if the delay had not
occurred; and
(D) Contractor demonstrates specific actions which will be taken to
work around or mitigate the impact of the delay on the Scheduled
Completion Date.
1.5 COMMENCEMENT AND COMPLETION OF THE WORK. Upon execution of this
Contract, Contractor shall commence performance of the Work under this Contract
and shall achieve Substantial Completion by September 1, 2000, subject to any
extensions permitted in accordance with Section 3.5 ("Scheduled Completion
Date"). If at anytime it becomes apparent in the reasonable opinion of Tenaska
that the Scheduled Completion Date cannot be achieved, Contractor shall take all
necessary action, including increasing the number of personnel and labor on the
project and implementing overtime and double shifts to accelerate the progress
of the Work so as to achieve the Scheduled Completion Date.
1.6 LIQUIDATED DAMAGES. There shall be no liquidated damages applicable
to Contractor until the "Liquidated Damages Date" which shall be the later of
(a) the Scheduled Completion Date, as extended in accordance with Section 3.5
and (b) November 20, 2000. For each full day or part thereof that Substantial
Completion is not achieved after the Liquidated Damages Date, Contractor shall
pay to Tenaska liquidated damages in the amount of Five Thousand Dollars
($5,000), with a maximum cap of forty (40) days. It is understood and agreed
between the parties that the terms, conditions and amounts fixed for liquidated
damages are reasonable, considering the damages that Tenaska will sustain in the
event of Contractor's failure to meet the requirements for completion of the
Work as set forth in Section 1.5 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 Tenaska and shall be applicable
regardless of the actual amount of damages sustained. Subject to the right of
Tenaska to terminate this Contract pursuant to Section 1.18, liquidated damages
shall be the sole and exclusive liability of Contractor for any delay in
achieving the Scheduled Completion Date. The amount of liquidated damages
Contractor is liable for pursuant to the terms of this Contract shall become due
to Tenaska fifteen (15) days after the Scheduled Completion Date and liquidated
damages shall continue to be payable monthly thereafter until Substantial
Completion is achieved.
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1.7 NO REPRESENTATIONS TO CONTRACTOR. Contractor acknowledges and
agrees that this Contract is made for the consideration set forth herein, and
that Contractor has, by examination, satisfied itself as to the nature and
location of the Worksite on which the Work is to be performed, the character,
quantity and kind of materials and conditions to be encountered, the character,
quantity and kind of equipment, tools, machinery, supplies, manpower and other
items needed in connection with the performance of the Work, and the Worksite
location and conditions and all other matters which may in any way affect the
performance of the Work. Contractor shall be responsible for all Worksite
preparation, including proper clearing, grubbing and disposal of brush, trees
and other vegetation; providing temporary and permanent drainage and drainage
structures; removal of debris; all necessary investigation, analysis, testing
and determination concerning the condition, contents or integrity of the
subsurface, underground and/or soils conditions of the Worksite. In performing
Worksite preparation, Contractor shall be responsible for and assumes the cost
of any construction, engineering or structural conditions, including those
caused by the presence of organic materials (except Hazardous Materials which
were present prior to the execution of this Contract ("Pre-existing Hazardous
Materials"), archaeological remains and artifacts), inadequate soil bearing
qualities or underground water and other unknown or unforeseen subsurface
conditions. 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 Contract will neither relieve it from the responsibility
for successfully performing this Contract, nor entitle Contractor to an
adjustment to the fixed price or the Scheduled Completion Date. Tenaska will not
entertain, nor have any liability for, claims relating to, or arising out of,
unknown or unforeseen subsurface conditions, (other than with respect to
Pre-existing Hazardous Materials, archaeological remains or artifacts).
1.8 OWNERSHIP OF DRAWINGS AND OTHER ITEMS. All Drawings and other
tangible evidence of Contractor's Work product prepared under this Contract
shall become and remain the sole property of Tenaska, and Contractor agrees not
to use or reproduce such items for any other purpose other than in connection
with the Pipeline without the prior written consent of Tenaska. Tenaska agrees
to indemnify, defend and hold Contractor and the other Indemnitees (as
hereinafter defined) harmless from any liability arising out of the use (other
than Contractor's use) of such Drawings and other tangible evidence of
Contractor's work product on any other projects unless Contractor is retained
and compensated for providing engineering services for such other projects.
Contractor may retain copies of work product for its records.
1.9 BOOKS, RECORDS AND INVOICES. Contractor shall keep and maintain
accurate books, records and invoices relating to the performance of the Work in
such form, substance and detail as Tenaska may reasonably prescribe from time to
time for any portion of the Work that may be performed on a time and material
basis. Tenaska shall have the right to inspect, examine, copy and audit such
records, books and invoices at any reasonable time during the term of this
Contract, or within three (3) years after the termination hereof. Contractor
shall make such books, records and invoices available for inspection,
examination, copying and auditing as upon request by Tenaska. This right of
audit will not apply to any of the Work that is performed on a fixed price
basis.
1.10 LIENS. Assuming that Tenaska is current on payments required to be
made under Article II, Contractor agrees promptly to pay or discharge all liens,
or attachments which may be filed or levied in connection with the performance
of the Work, and all taxes levied upon
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Contractor, its equipment, employees, property and operations, and to indemnify,
defend and hold Tenaska harmless therefrom. The final payment to Contractor
under this Contract shall not become due until Contractor delivers to Tenaska a
complete release and waiver of all claims for taxes, liens, or attachments
arising out of the performance of the Work, and/or, at Tenaska's sole option,
receipts showing the discharge thereof and, in either case, an affidavit stating
that to the best knowledge of Contractor, such releases and/or receipts include
all labor, equipment and material costs or taxes for which a lien, or attachment
could be filed. In the event that any claimant shall refuse to furnish such
release and/or receipt, Tenaska may, at its option, require Contractor to
furnish a bond in an amount and on such terms as are satisfactory to Tenaska to
indemnify Tenaska against any such tax, lien, or attachment. In the event that
any tax, lien, or attachment remains unsatisfied after all payments are made to
Contractor hereunder, Contractor shall pay to Tenaska all of the moneys that
they or either of them may be required to pay to effect the discharge thereof,
including without limitation all costs and attorneys' fees.
1.11 INDEMNIFICATION. Contractor shall indemnify and hold Tenaska, its
partners, and affiliates, Construction Lender and Independent Engineer, and the
directors, officers, shareholders, partners, employees and agents of any of the
above-mentioned parties ("Indemnitees") harmless from any and all liability,
loss and expense (including costs and attorneys' fees) arising from injury or
death to persons or damage to property, to the extent that such loss, injury,
death or damage is directly attributable to the negligence or willful misconduct
of Contractor or any subcontractor, or breach of this Agreement by Contractor,
in the performance of the Work. Contractor is not indemnifying the Indemnitees
from their own acts of negligence or willful misconduct. If such liability, loss
and expense was caused by or results from the concurrent negligence or willful
misconduct of Contractor and/or Contractor's subcontractors and any Indemnitee,
Contractor shall not be required to indemnify such Indemnitee for that
percentage of the damage, loss or expense which was caused by the negligence or
willful misconduct of such Indemnitee. Tenaska shall promptly advise Contractor
in writing of any claim, liability, loss or expense which would give rise to a
right of indemnification under this Section 1.11. Tenaska shall have the right,
at its option and its own expense, to participate in the defense of such claim,
without relieving the indemnifying party of its obligations hereunder. In no
event shall Contractor or an Indemnitee, be responsible for any special,
indirect or consequential damages suffered by the other, as the case may be,
arising out of the Work or this Contract, including without limitation any
increased operating expense, loss of anticipated revenues or profits, loss of
the beneficial use and the loss of any oil, gas or other property.
1.12 ENVIRONMENTAL MATTERS. Contractor shall, during construction: (i)
limit fugitive dust; (ii) avoid run off of contaminated surface water and silt;
and (iii) not contaminate ground water, in any manner including by spilling
Hazardous Materials. All Hazardous Materials introduced to the Worksite by
Contractor or any subcontractor shall be properly used and stored. All spills or
releases of Hazardous Materials caused by Contractor or any subcontractor shall
be properly disposed of and/or remedied by Contractor, at Contractor's expense,
provided that Contractor shall not be responsible for disposal or remediation of
Hazardous Materials which were present at any particular Worksite prior to
commencement of Work by Contractor at such particular Worksite. Notwithstanding
the foregoing, Contractor shall be responsible for disposal and remediation of
any spills or releases of Hazardous Materials which result from damage or injury
to underground tanks or pipelines located on the Worksite caused by Contractor,
but only to the extent that Contractor
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was aware or should have been aware, using standard industry practices, of the
existence of such pipeline or tank.
1.13 INSURANCE. Contractor shall maintain, and shall cause each
authorized subcontractor to maintain, the insurance set forth below during the
performance of the Work and shall furnish certificates evidencing such insurance
to Tenaska and shall provide forty-five (45) days' advance written notice to
Tenaska in the event of any material modification or cancellation with respect
to such insurance.
(a) Comprehensive General Liability Insurance covering all operations
for Property Damage and Bodily Injury, endorsed to include the liability assumed
in this Contract, with minimum limits of:
$2,000,000 combined single limit of liability for Bodily
Injury and Property Damage, and Personal Injury resulting from any one
occurrence, including the following coverages:
(i) Premises and Operations.
(ii) Completed Operations for three (3) years
after completion of the Work.
(iii) Broad Form Comprehensive General Liability
Endorsement to include Blanket Contractual
Liability, Personal Injury and Broad Form
Property Damage coverage.
(iv) Independent Contractors.
(v) Delete Exclusions relative to Collapse,
Explosion and Underground Property Hazards.
(b) Comprehensive Automobile Liability Insurance including owned,
non-owned and hired automotive equipment used in the performance of the Work
under this Contract, with minimum limits of:
$2,000,000 combined single limit of liability for Bodily
Injury and Property Damage resulting from any one occurrence.
(c) Worker's Compensation and Occupational Disease Insurance in
compliance with the laws of all jurisdictions covering all persons at all times
while employed by Contractor in the performance of the Work. Such insurance
shall include coverage for Employer's Liability with a limit of not less than
$1,000,000 and, where applicable, endorsed to include coverage for General
Maritime remedies; transportation wages, maintenance and cure; United States
Longshoremen's and Harbor Worker's Act; Defense Base Act; Death on the High Seas
Act; and Xxxxx Act with claims "in rem" insured as a claim against the employer,
if applicable.
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(d) If aircraft (owned, charted or leased) are used by Contractor in
the performance of the Work, the applicable party shall provide:
(i) Aircraft Liability Insurance with a limit of not less
than $10,000,000 per occurrence.
(ii) Passenger Liability Insurance, including crew, of not
less than $100,000 per seat on a voluntary seat
accident form.
(e) If watercraft (owned, chartered or leased) are used by Contractor
in the performance of the Work, the applicable party shall provide:
(i) Protection and Indemnity ("P & I") Insurance,
including full Collision Liability with a limit not
less than $1,000,000 or the market value of the
vessel, whichever is greater. In lieu of this P & I
Insurance, the Comprehensive General Liability policy
may be endorsed to extend coverage for watercraft.
(ii) Hull and Machinery Insurance in an amount equal to
the value of the vessel. Where said vessels engage in
towing operations, said insurance shall include full
tower's liability insurance.
(f) Excess Liability Insurance over primary General, Automobile,
Employer's, Protection and Indemnity and Collision as specified above with a
combined Bodily Injury and Property Damage minimum limit of $10,000,000 each
occurrence.
(g) Cargo Insurance covering all job materials while in transit from
points of manufacture or supply to the job site, including while said materials
are in storage in transit, for the full replacement cost thereof.
(h) All insurance shall name Tenaska and its lenders, Transco and Great
Northern Nekoosa Corporation as additional insureds and shall include a waiver
of subrogation in favor of Tenaska and its lenders, Transco and Great Northern
Nekoosa Corporation.
1.14 ALL RISK INSURANCE. Tenaska shall maintain All Risk Builder's
Insurance covering the Pipeline for the total installed value thereof during the
performance of the Work and shall furnish a certificate evidencing such
insurance to Contractor. Such insurance shall commence immediately upon start of
Work or when materials come at risk whichever first occurs and shall continue
through the completion of construction and testing until Substantial Completion.
The All Risk Builder's insurance shall provide for a per occurrence deductible
amount not to exceed $100,000, shall name Contractor as an additional insured
and shall include a waiver of subrogation in favor of Contractor.
1.15 CONFIDENTIAL INFORMATION. All data and information acquired by
Contractor from Tenaska, pursuant to the Work, shall be for the sole and
exclusive benefit of Tenaska, and no part of the same shall be disclosed by
Contractor to third parties who are not subcontractors or suppliers of
Contractor without the written consent of Tenaska. Disclosure by Contractor to
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subcontractors or suppliers shall be made on a need to know basis. The
provisions of this Section 1.15 shall not apply to data and information within
any one of the following categories or any combination thereof: (i) information
which was in the public domain prior to receipt thereof from Tenaska or which
subsequently becomes part of the public domain by publication or otherwise
except by Contractor's wrongful act; (ii) information which Contractor can show
was in its possession prior to its receipt thereof from Tenaska; (iii)
information received by Contractor from a third party which did not have a
confidentiality obligation with respect thereto; or (iv) information that is
required to be disclosed by law or court order.
1.16 PATENT RIGHTS AND COPYRIGHTS. All royalties or other charges for
the use of patents or copyrights to be used in the performance of the Work shall
be deemed to be included in the compensation to be paid to Contractor under this
Contract. Contractor agrees to indemnify, defend and hold Tenaska harmless from
any and all damages, costs and expenses, including without limitation attorneys'
fees, which may be awarded or assessed against Tenaska for any alleged
infringement of any patent or copyright arising out of the Work and/or Tenaska's
use of the Pipeline.
1.17 SECURITY FOR PERFORMANCE. Contractor shall provide a duly executed
corporate indemnification and guarantee from an entity or entities whose
financial responsibility is acceptable to Tenaska (the "Guarantee"), as a
condition precedent to and at the time of execution of this Contract. The duly
executed Guarantee must be delivered to Tenaska at the time of the execution of
this Contract. The Guarantee shall be provided to Tenaska and Construction
Lender in the form of Appendix E, attached hereto and by this reference made a
part hereof. If Construction Lender later requires reasonable modifications to
the Guarantee, Contractor, as a condition precedent to continuing performance of
this Contract, shall furnish Tenaska and Construction Lender with such modified
document. If a lien is filed by a subcontractor or supplier, Contractor shall
within twenty (20) days of a written request of Tenaska provide a xxxx xxxx or
other arrangement containing such terms and conditions as are satisfactory and
acceptable to Tenaska to remove such lien, or upon Contractor's failure to do
so, Tenaska may 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 security, from the monthly progress payments otherwise due
Contractor, if necessary. In lieu of retainage, Contractor shall, not less than
five (5) days prior to the date on which payment is due to Contractor under the
first invoice for Work, deliver to Tenaska an irrevocable Letters of Credit in
the total aggregate amount of Two Hundred Thirty Two Thousand Six Hundred Twenty
Dollars ($232,620) issued by a bank or other financial institution acceptable to
Tenaska in the form set forth in Appendix D. Tenaska shall have the right to
draw upon the Letter of Credit under the same circumstances and in the same
amounts as Tenaska would otherwise have the ability make deductions from
payments to Contractor pursuant to Section 2.1 and as allowed by law. Tenaska
shall have full discretion to make one or more draws of all or any portion of
such Letter of Credit.
1.18 TERMINATION OF CONTRACT. In addition to the remedy set forth in
Sections 1.5 and 1.6 above, in the event that Contractor (i) shall fail to
diligently perform the Work, (ii) shall fail to make such progress in the
performance of the Work as may be required to coordinate with, or to prevent
delay in the performance of, other operations of Tenaska that are necessary in
the performance of this Contract, (iii) shall abandon the performance of the
Work or any significant portion thereof, (iv) shall fail in any material way to
perform the Work in accordance with this Contract or otherwise be in material
breach of this Contract, or (v) shall become insolvent,
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commit any act of bankruptcy or make an assignment for the benefit of creditors,
Tenaska shall have the right, without prejudice to any other right or remedy,
upon fifteen (15) days' written notice to Contractor, unless such breach is
cured prior to the expiration of such notice period, or if such breach cannot
reasonably be cured within such period, cure is commenced within such period and
diligently pursued to completion, to terminate the Work of Contractor and enter
upon and take over the Worksite and all machinery, equipment, tools, supplies
and other items found thereon or enroute thereto, and may perform or cause to be
performed the Work in such a manner as to complete the performance contemplated
by this Contract in whatever reasonable manner Tenaska may deem expedient. In
such an event, Contractor shall not be entitled to any further payments
thereunder until the Work has been completely performed, and to the extent and
at the time that the costs of completing the Work exceed those costs which would
have been payable to Contractor to complete the Work, except for Contractor's
default, Contractor will pay the difference (less any amounts previously due and
unpaid to Contractor for Work satisfactorily performed by Contractor under this
Contract) to Tenaska., provided that, Tenaska shall use reasonable efforts to
mitigate the additional costs to Contractor for completion of the Work.
Contractor agrees to execute any assignments necessary to make available to
Tenaska the rights of Contractor under purchase orders and subcontracts. In the
event of a termination of this Contract by Tenaska pursuant to this Section
1.18, there shall be no termination of any obligation of Contractor for the
payment liquidated damages which may have accrued through the date of
termination pursuant to Section 1.6 of this Contract.
1.19 WARRANTIES.
1.19.1 WORKMANSHIP AND MATERIAL WARRANTIES.
(a) Contractor's engineering responsibility, including the
specification and selection of material and equipment suitable for the
facilities which are the subject of the Work under this Contract, shall be
carried out in accordance with generally accepted engineering practice, and
Contractor's construction responsibility shall be carried out in accordance with
sound construction practice. Contractor shall require from its subcontractors
the same standards of engineering practice and construction practice. All of
Contractor's Work under this Contract shall be carried out in accordance with
the Drawings to be prepared by Contractor under this Contract.
(b) Notwithstanding Subsections 1.19(c) and 1.19(d), Contractor shall
remedy any defects in the Work in accordance with Section 1.19.2 below, which
appear within two (2) years from the date of Substantial Completion. A "defect"
means any and all design, engineering, construction, manufacturing,
installation, materials, equipment, Work, tools, or supplies which (i) does not
conform to the terms of this Contract, (ii) fails to comply with the standards
set forth in Section 1.19.1(a), (iii) is not of specified quality, (or of equal
quality for all intended purposes), (iv) is of improper or inferior workmanship,
or (v) is not suitable for use under the applicable climatic and range of
operating conditions.
(c) Contractor shall secure or cause its subcontractors to secure, for
the benefit of Tenaska, warranties of third party vendors and suppliers with
respect to workmanship, materials and equipment manufactured or furnished by
them. Contractor shall use its best efforts, excluding litigation, to enforce
such warranties, as if such third party workmanship, materials
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and equipment were warranted by Contractor. If Contractor or any of its
subcontractors is unable to obtain such a warranty from any vendor or supplier
with respect to any individual items, Contractor shall notify Tenaska of such
inability and the parties shall mutually agree upon the vendor to be selected
for such item.
(d) Unless otherwise approved, in writing, by Tenaska, Contractor shall
use its best efforts to include in all subcontracts entered into under this
Contract a warranty of materials, equipment and workmanship extending to Tenaska
and Contractor which shall provide that defects in materials, equipment and
workmanship which may appear within two (2) years from the date of acceptance of
the subcontractor's Work shall be repaired at subcontractor's expense. In no
event shall warranties of materials, equipment and workmanship obtained from
subcontractor's be for a period of less than one (1) year from the date of
acceptance of the subcontractor's Work.
1.19.2 REMEDIES. Tenaska shall notify Contractor in writing within
fifteen (15) days of discovery by Tenaska of any defects in the Work, provided
that any delay by Tenaska beyond such fifteen (15) days in notifying Contractor
shall relieve Contractor from liability only to the extent of any additional
expense which may arise as the direct result of such delay. At no additional
cost, Contractor shall proceed promptly to take such action relating to its Work
as is necessary to cause its Work to comply with the warranties specified in
this Contract, and take such steps in accordance with the provisions of the
foregoing subsections under Section 1.19.1 to enforce subcontractor or vendor
warranties. Contractor shall be available for the performance of warranty
repairs on a seven (7) day a week, twenty-four (24) hours per day basis.
Contractor shall not be obligated to repair or replace any materials, operating
equipment or Work which becomes defective as a result of improper operation or
maintenance. Not later than six (6) months prior to the expiration of the
warranty period, Contractor shall offer to Tenaska an optional seven (7) day a
week, twenty-four (24) hours per day repair service to be performed following
expiration of the warranty period for a mutually agreeable annual fee.
1.20 TITLE. The title to all materials and consumables to be used in
connection with the performance of the Work shall transfer to Tenaska upon
delivery of the same to the Worksite and title to all Work, completed or in the
course of construction, shall be in Tenaska but the ownership thereof shall not
absolve Contractor from liability for loss or damage to same, nor from any other
duty or responsibility for same as provided in this Contract. Upon transfer of
title to Tenaska, Tenaska shall have title free and clear of claims and liens of
all persons (subject to the statutory lien rights of Contractor until payment
for the Work has been received by Contractor).
1.21 CHANGES, EXTRA WORK AND OPTION. Tenaska reserves the right to
order Changes or Extra Work by written request. Contractor shall make no Changes
or do Extra Work, except on prior written instructions of Tenaska. Tenaska shall
have the right, at any time prior to January 1, 2000, to exercise any of the
options listed in Appendix B, Page 1 of 2, at the price set forth in such
Appendix.
1.21.1. CHANGES. As used in this Contract, the term "Change"
contemplates a substitution for, or omission of, any Work, materials or other
requirement within the Scope of the Work as described in Section 1.3 above, the
performance of or compliance with which is contemplated by
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this Contract, and which are estimated by Tenaska and Contractor to affect the
time required for performance of this Contract or increase or decrease the cost
of the Work.
1.21.2 EXTRA WORK. As used herein, the term "Extra Work" is defined to
mean an item of Work or a manner of performance other than a Change, which is
outside the Scope of Work as described in Section 1.3 above, but which is
estimated by Tenaska and Contractor to affect the time required for performance
of the Contract or increase or decrease the cost of the Work.
1.21.3 AUTHORIZATION FOR CHANGES OR EXTRA WORK. If Tenaska requests a
Change or Extra Work, Contractor shall furnish Tenaska with a written fixed
price proposal for approval. Adjustments will be made to the total compensation
set forth in Article II below upon written approval by Tenaska. If it is not
possible for Contractor to prepare a fixed price proposal for this Change or
Extra Work, or if Tenaska and Contractor do not promptly agree upon a fixed
price, Contractor will perform the Change or Extra Work on a time and material
basis. A schedule of unit pricing and rates for Changes or Extra Work for
materials, installation services and engineering activities is provided in
Appendix C. Rates for Changes or Extra Work for activities not covered under
Appendix C will be negotiated.
1.22 RISK OF LOSS. Prior to Substantial Completion, Tenaska will not,
except for loss or damage caused by willful misconduct or negligent acts of
Tenaska, be accountable or responsible for any loss or damage to any part of the
Pipeline or Work and then only to the extent such loss or damage is not covered
by the Builders' Risk policy, including but not limited to uninsured losses and
deductibles. Except for Tenaska's liability as provided in the immediately
preceding sentence, to the extent any loss or damage to any part of the Pipeline
or Work is not covered by the All Risk Builders' Risk insurance, the risk of
loss or damage to any part of the Pipeline or Work prior to Substantial
Completion is and shall be the sole obligation of Contractor, including risk of
loss to materials or consumables owned by Tenaska. On the date of Substantial
Completion, Tenaska shall assume the care, custody and control of the Pipeline,
including risk of loss or damage to the Pipeline and the Work.
ARTICLE II - COMPENSATION
2.1 INVOICING AND PAYMENT. Contractor shall submit to Tenaska monthly
written invoices based on percentage of completion of individual bid items
listed in Appendix B along with any appropriate supporting documentation. Such
invoices and supporting documentation shall be transmitted to the address of
Tenaska set forth herein unless otherwise agreed to in writing by the parties
hereto. Tenaska shall pay Contractor the amounts due under the invoices, within
twenty-five (25) days of the receipt of the invoice. Such payment shall be made
to the authorized and appropriately designated representative of Contractor via
wire transfer. Extra Work and Change items performed on a fixed price basis
shall be invoiced separately and will be paid in the same manner as described
herein. If the Extra Work or Change is being performed on a time and material
basis, Contractor will provide with its monthly invoice an itemized accounting
of all labor charges, equipment rental charges and material costs to support the
invoice amount. In the event of a dispute or question as to a portion of an
invoice, Tenaska will make timely payment of the undisputed portion and will
withhold the disputed portion until the same is resolved. All progress payments
provided for in Section 2.1 are subject to deductions by Tenaska for (i) any
overpayments (as a result of later determined inadequacy of some Work, Work
11
not performed or miscalculations) made by Tenaska for any previous progress
payment or period, (ii) any liquidated damages due Tenaska under this Contract,
(iii) such amount as Tenaska reasonably determines to be the cost to remedy any
Work not done or which is defective or does not conform to this Contract
(including breach of warranty) and the amount of any unsettled claims against
Contractor or Tenaska (iv) the cost of any loss or damage to the Tenaska caused
by Contractor and (v) any amounts due to Tenaska or other indemnified parties
pursuant to the indemnification provisions of this Contract.
2.2 COMPENSATION FOR THE WORK. Compensation shall be paid to Contractor
for the performance of the Work according to the Fixed Price Schedule set forth
in Appendix B. The payments made to Contractor by Tenaska pursuant to this
Article II shall constitute the sole and full compensation to Contractor as
consideration for the performance of the Work. Neither Contractor nor the
employees, agents or representatives of Contractor shall accept or receive any
trade commission, discount, allowance or any other indirect payment or other
consideration in connection with or in any way related to the performance of the
Work. Neither Contractor nor any of the employees, agents or representatives of
Contractor shall have or be entitled to any direct or indirect benefits of any
royalty on or any gratuity or commission with respect to any patented,
copyrighted or otherwise protected article or process used in connection with
the performance of the Work unless otherwise expressly agreed to in writing by
Tenaska. With the exception of all sales taxes, all other 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 Fixed Price. Tenaska shall provide a Georgia sales tax exemption certificate
to Contractor or will indemnify Contractor from all Georgia sales taxes levied
against Contractor arising out of the performance of this Contract.
ARTICLE III - POSTPONEMENT, TERMINATION AND DEFAULT
3.1 TERMINATION FOR CONVENIENCE BY TENASKA. Tenaska may, at any time,
in its sole and exclusive discretion, by written notice to Contractor, instruct
Contractor to postpone or abandon the Work, in whole or in part, or terminate
this Contract. Such postponement, abandonment or termination shall become
effective five (5) days after the receipt of such notice by Contractor, unless a
different period is agreed upon with Tenaska. Upon the receipt of such notice,
Contractor shall strictly comply with the instructions set forth therein, and
shall exert due diligence and best efforts to keep any further Work-related
expenditures to a minimum. In the case of a partial postponement or abandonment,
Tenaska will authorize a Change making any required adjustment to the Scheduled
Completion Date or to Contractor's compensation.
3.2 TERMINATION BY CONTRACTOR. Tenaska shall be in default to
Contractor if Tenaska fails to timely pay Contractor any undisputed amounts due
pursuant to the terms of this Contract following receipt by Tenaska from
Contractor of a written notice of such default. An amount disputed by Tenaska
must be disputed in good faith. Tenaska shall be allowed thirty (30) days from
receipt of a notice of default to remedy such default after which Contractor may
immediately terminate this Contract by written notice to Tenaska.
12
3.3 PRESERVATION OF RIGHTS AND LIABILITIES. The termination of this
Contract, for whatever reason, shall not prejudice any of the accrued rights,
claims or liabilities of either Tenaska or Contractor under this Contract.
3.4 ENTITLEMENT OF CONTRACTOR UPON POSTPONEMENT, ABANDONMENT OR
TERMINATION. Upon the postponement, abandonment or termination of this Contract
as provided in this Article III, and subject to the obligation of Contractor to
keep expenditures to a minimum upon notice or such postponement, abandonment or
termination, Contractor shall be entitled to receive those items of compensation
that have been earned by the performance of the Work as of the date such notice
is received by Contractor, as well as the reimbursement of any reasonable
expenses incurred by Contractor in connection with the orderly termination of
the Work.
3.5 FORCE MAJEURE. Tenaska and Contractor shall give prompt written
notice to the other, as the case may be, of any event or situation arising from
circumstances beyond their reasonable control or which could not have been
reasonably foreseen, and which by the exercise of due diligence such party is
unable to prevent or overcome, that render the performance of the Work
impossible ("force majeure"), provided that abnormally severe weather conditions
sufficient to constitute force majeure are defined as only conditions which are
at the Worksite and are shown to be conditions which have not occurred using a
ten (10) year historical profile of U.S. Meteorological Society weather data
from the nearest reporting station to the Worksite. In the event of a force
majeure, the Scheduled Completion Date shall be extended to the extent of the
delay actually caused by the force majeure. A party claiming force majeure shall
make reasonable attempts to remedy the cause or causes constituting the force
majeure, keeping the other party reasonably informed. Tenaska and Contractor
shall in the event of any force majeure cooperate in good faith with one another
to minimize and mitigate the impact of any such occurrence and do all things
commercially reasonable under the circumstances to achieve this goal. It is the
duty of the party claiming force majeure 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 and to provide written
documentation of such proof to the other party as soon as reasonably possible.
Contractor shall not be entitled to increase the fixed price on account of an
event of force majeure until Contractor has established the existence of more
than twenty five (25) days (on a cumulative basis) of delays actually caused by
force majeure. In the event that Contractor establishes the existence of more
than twenty five (25) days (on a cumulative basis) of delays actually caused by
force majeure, Contractor shall be entitled to increase the Fixed Price by an
amount equal to the increase, if any, in the costs actually incurred by
Contractor and demonstrated to the reasonable satisfaction of Tenaska by
Contractor to be over and above those in the Fixed Price, but only to the extent
such costs are reasonable and necessary and result directly from such force
majeure delays arising from those delays actually caused by force majeure in
excess of twenty five (25) days.
ARTICLE IV - SETTLEMENT OF DISPUTES
4.1 DISPUTES. In the event of a dispute between Tenaska and Contractor
with respect to the interpretation of this Contract or the performance required
by this Contract, 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
13
Dispute procedure of this Section 4.1. The parties shall then make a good faith
attempt to resolve the Dispute, provided that the provisions of this Section 4.1
shall not override, delay or in any way prevent termination of this Contract by
Tenaska or Contractor pursuant applicable Sections of this Contract governing
termination of this Contract. During such attempted Dispute resolution, except
as otherwise provided herein, the parties shall continue to proceed diligently
and in good faith pursuant to the provisions of this Contract. In the event a
Dispute is not resolved within sixty (60) Days following the date of the Dispute
Notice, thereafter either party in its sole discretion may invoke litigation,
provided that failure to invoke litigation shall not be a waiver of any such
Dispute. During any litigation which arises out of a Dispute, all parties will
continue to proceed pursuant to the provisions of this Contract without
prejudice to the rights of Tenaska or Contractor to terminate as provided
herein. In addition to the specific rights of termination and suspension as set
forth in this Contract and except as limited in this Contract, Tenaska or
Contractor shall have also available the remedies, among others, of an action
for damages, restraining order, temporary injunction, permanent injunction, or
specific performance of all or any provision hereof together with any other
rights accruing to it at law or in equity. Tenaska shall not be required to
invoke the Dispute procedure of Section 4.1 in order to withhold amounts
permitted by this Contract to be withheld by Tenaska from a progress payment
invoice or to draw upon the Letter of Credit provided pursuant to Section 1.17.
ARTICLE V - GENERAL PROVISIONS
5.1 ASSIGNMENT; SUBCONTRACTING. Contractor shall not in any way assign,
transfer, subcontract or otherwise transfer the obligations or the benefits of
this Contract without the prior written consent of Tenaska. If Contractor does,
with approval, subcontract the Work or any part thereof, or assign this
Contract, in part of whole, it shall require its subcontractor or assignee to be
bound to it and to assume toward it all of the obligations and responsibilities
that it has assumed toward Tenaska and such shall not operate to release
Contractor from any of its obligations and liabilities under this Contract
unless specifically provided in Tenaska's written consent.
5.2 GOVERNING LAW. This Contract 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 federal and
state courts located in Dallas County, Texas 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 courts.
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 Xxxxxx County,
Georgia and hereby irrevocably agree that the venue for such claims in respect
of such action or proceeding shall be in such court.
5.3 AMENDMENTS AND INTEGRATION. This Contract shall constitute the
complete and entire agreement between the parties hereto with respect to the
subject matter hereof. No prior statement or agreement, oral or written, shall
vary or modify the written terms hereof. This
14
Contract may be amended only be a written document signed by both parties,
stating that it is intended to amend this Contract.
5.4 NOTICES. All notices, requests, demands and other communications
required or permitted to be given by either Tenaska or Contractor hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or by facsimile or by first class certified mail, postage and fees
prepaid, to the address of the intended recipient as set forth below. Notice
delivered in person shall be acknowledged in writing at the time of receipt.
Notice delivered by facsimile shall be acknowledged by return facsimile within
twenty-four (24) hours, excluding Saturdays, Sundays and public holidays. All
such notices, requests, demands and other communications shall be deemed to have
been received by the addressee, if by mail, three (3) days following mailing; if
by facsimile, immediately following transmission; or if by personal delivery,
upon such delivery. All such notices, requests, demands and other communications
shall be sent to the following addresses:
To Tenaska: Tenaska Georgia Partners, L.P.
0000 Xxxxx 000xx Xxxxxx, Xxxxx 000
Xxxxx, Xxxxxxxx 00000
Facsimile No: (000) 000-0000
Attn: Xxxxx X. Xxxxxxx, V.P., Fuel Supply
To Contractor: Willbros Engineers, Inc.
0000 Xxxx 00xx Xxxxxx (74136)
X.X. Xxx 000000
Xxxxx, Xxxxxxxx 00000-0000
Facsimile: (000) 000-0000
Attn: Xxxxx X. Xxxxxx, Senior Vice-President
The foregoing addresses may be changed by either party by giving notice to the
other as provided above.
5.5 EXERCISE OF RIGHTS AND WAIVER. The failure of either party to
exercise any right under this Contract shall not, unless otherwise provided or
agreed to in writing, be deemed a waiver thereof; nor shall a waiver by either
party of any provisions hereof be deemed a waiver of any future compliance
therewith, and such provisions shall remain in full force and effect.
5.6 RELATION OF THE PARTIES. In connection with the provision of the
Work, the Contractor shall operate as and shall have the status of an
independent contractor. Nothing in this Contract shall be construed as
establishing or creating a relationship of master and servant or principal and
agent between Tenaska and Contractor, or the employees, agents and
representatives of Contractor.
5.7 SEVERABILITY. In the event that any clause or provision in this
Contract shall, for any reason, be deemed invalid or unenforceable, the
remaining provisions and clauses shall not be affected, impaired or invalidated
and shall remain in full force and effect, provided that the rights and
obligations of the parties hereto remain substantially unchanged.
15
5.8 LICENSED AND AUTHORIZED. Contractor represents and warrants that it
is properly licensed and authorized by all necessary governmental and public and
quasi-public authorities having jurisdiction over its Work required hereunder.
5.9 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 Contract. Where the context requires, all
singular words in this Contract 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 Contract 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 Contract as the joint agreement and
understanding of the parties. This Contract is to be construed as a whole and
any presumption that ambiguities are to be resolved against the primary drafting
party shall not apply.
5.10 CONSENT. Contractor acknowledges that, as a condition of Tenaska
obtaining financing for construction of the Project, Tenaska's Lender(s) will
require a collateral assignment of this Contract. In connection therewith, such
Lenders will require Tenaska to execute a collateral assignment of this Contract
and an estoppel certificate together with a Consent and Agreement, all in a form
and substance satisfactory to the Lenders, as well as deliver an opinion from
legal counsel as to the validity and proper execution of this Contract, and like
matters. Contractor agrees to execute and deliver such Consent and Agreement and
to deliver such opinion of legal counsel as such Lenders may reasonably require
and in form and substance as the Lenders and Contractor may reasonably agree.
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their duly authorized representatives as of the date first written
above.
TENASKA GEORGIA PARTNERS, L.P.
By: TENASKA GEORGIA, INC.
Managing General Partner
By: /s/_____________________________
Title: Vice President
WILLBROS ENGINEERS, INC.,
a Delaware corporation
By: /s/ ____________________________
Title: Senior Vice President
16
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1.0 PROJECT DESCRIPTION
1.1 INTRODUCTION
Tenaska is proposing to construct, own and operate a simple cycle
independent power production facility in Heard County, Georgia. A
description of the pipeline requirements is included in Attachment
I.
Commercial operation of the plant is scheduled for May 1, 2001.
This will require the pipeline to be completely installed, tested
and ready to begin deliveries to the Power Plant by January 1,
2001.
1.2 SITE DESCRIPTION
The site for the proposed facility is located in Heard County,
Georgia approximately nine miles northeast of Franklin and
approximately 40 miles southwest of Atlanta. A 500 kV transmission
line owned by Georgia Transmission Corporation 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. Plant elevation is
approximately 800 feet above mean sea level. A portion of the
power plant site is within the 100-year flood plain. A site
topographic map with wetland delineation is attached as Attachment
III.
1.3 PROJECT DESCRIPTION
The following briefly describe key pipeline components. Scope of
work and detailed technical requirements are specified in
Attachments I, II, III, and IV.
The pipeline will deliver natural gas from the Transco metering
station to the Contractor provided pressure-regulating station on
the Power Plant site. The pipeline and associated facilities will
be sized for a peak day delivery of 270,000 Mcf/day at a delivery
pressure of 485 psig to the Power Plant. The design pressure at
the Transco metering station will be 850 psig. Transco expects the
gas pressure to range from 530-psig minimum to 800psig maximum.
The pipeline shall include, but not necessarily be limited to, the
following piping, regulating station and filter/separator, valves,
hookups for temporary pig launchers and receivers, cathodic
protection, supports, and pipe coatings.
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2.0 SCOPE OF WORK
2.1 INTRODUCTION
The Contractor shall be responsible for the design, engineering,
equipment and materials procurement, construction, commissioning,
start-up, and testing of the work. The scope of work shall include
all tasks necessary to provide Tenaska a complete and functional
pipeline in conformance with the performance parameters indicated
in this RFP and acceptable to Tenaska.
The engineering, procurement and construction services to be
performed by the Contractor shall include, but not be limited to,
the following:
o Review of and compliance with local, state and federal
codes, regulations and standards
o Coordinate with the appropriate regulatory officials for
design submittals and interpretation of codes, regulations,
and standards
o Obtain all construction permits
o Prepare and issue pipeline routing drawings
o Provide schedule for use by Tenaska's Power Plant EPC
Contractor
o Provide written facility description, system descriptions
and system operating criteria
o Prepare and issue equipment list
o Conduct final soils investigations (if required)
o Develop civil and structural design criteria
o Prepare construction drawings
o Procure and install all equipment and material between the
tie-in points necessary for a complete pipeline facility
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o Prepare requisitions and specifications for equipment and
material, review bids and issue purchase orders for
equipment and materials
o Provide technical personnel for interface during field
construction, checkout and start-up
o Process and review vendor drawings and maintain a vendor
document control system
o Provide start-up and checkout services and supervision as
required, supplemented as necessary by vendor personnel
o Provide operator training for up to 10 operators
o Provide 10 sets of Operating and Maintenance manuals in
English and U.S. units for all equipment
o Publish weekly progress report for Tenaska's review
o Expedite vendors as required to maintain project schedule
o Participate in monthly project meeting conducted by Tenaska
and Power Plant EPC Contractor
o Provide quality control and quality assurance programs
2.2 ENGINEERING AND DESIGN
2.2.1 GENERAL REQUIREMENTS
The Contractor shall be responsible for providing all
engineering and design services required for the
construction of the pipeline. 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
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appropriate regulatory officials, Transco and Power Plant
EPC Contractor 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 job site and engineer's office, and
shall be kept in good order and available for use by
Tenaska.
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 plans
showing the exact location and elevation of the equipment,
apparatus, roadways, and access/maintenance aisles. These
drawings will be updated to agree with the final equipment
drawings, as they become available from the vendors.
2.2.2 Civil Work
The Contractor shall be responsible for the full
development of the civil engineering and design for the
pipeline. The Power Plant EPC Contractor will provide
clearing, grubbing and rough grading at the power plant
site. The Contractor shall be responsible for all civil
work along the pipeline route from the tie-in point at the
Transco metering
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station to the termination point on the power plant site.
This shall include but not be limited to the following:
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o Pipeline layout
o Pipeline route preparation, clearing and grubbing
o Grading, excavation and backfill
o Directional boring (where required)
o Erosion and sedimentation control
o Construction access roads and parking
The Contractor shall prepare specifications for final
soils exploration (if required) and pipeline survey as
required for the engineering and design.
2.2.3 STRUCTURAL WORK
The Contractor shall be responsible for structural
engineering and design including preparation of
calculations, drawings and specifications for all required
pipeline supports, support foundations, substructures and
steel structures.
2.2.4 MECHANICAL WORK
The Contractor shall be responsible for the full
development of the mechanical engineering and design
within the regulator station and/or pipeline right-of-way
including, but not limited to, the following:
o Design of pipeline included in the scope of the
system. Preparation of necessary drawings to
establish clearances and locate pipeline connections
to components as well as location of any supports.
Preparation of stress and flexibility analysis as
required. Piping drawings shall locate required
valves, fittings, specialties and connections.
Drawings shall be suitable for general pipe
fabrication and construction. Pipe support drawings
shall be provided as necessary.
o Specifications and lists of necessary valves, piping
materials, specialties and miscellaneous items.
o Preparation of cathodic protection drawings and
location of equipment and materials.
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2.3 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 Contractor 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.
Contractor shall furnish to Tenaska for review two (2) copies of
each drawing, including vendor drawings.
Upon completion of the work, Contractor shall update all approved
Contractor's working drawings, so that they show the final
installation (as built) complete in all respects, and shall
provide Tenaska with one (1) set of full size reproducibles on
3-mil Mylar base or similar material, with matte finish on both
sides, three (3) blue-line copy sets, two (2) sets of final
specifications, and one (1) set of final CAD drawings files on
computer disks. All drawings, drawing notes, design data, and
calculations shall be in English.
2.4 SPECIFICATIONS AND PROCUREMENT
The Contractor shall prepare specifications for the procurement of
all equipment and materials required for the pipeline. The
Contractor shall obtain equipment and materials from suppliers
acceptable to Tenaska. Where vendor engineering is used, the
Contractor is responsible for all aspects of the vendor design.
The Contractor shall furnish copies of all Purchase Orders for
equipment and materials.
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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. Tenaska shall have the right to
inspect or witness the inspection of any equipment, materials,
test, etc. The witnessing or inspection by Tenaska does not in any
way relieve the Contractor of his obligations.
2.5 CONSTRUCTION, ERECTION AND COMMISSIONING
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 for the pipeline.
The contractor shall maintain a quality control program which
provides that the engineering, manufacture, fabrication and
construction are controlled at all points.
2.5.1 GENERAL FIELD SERVICES
o Contractor shall provide construction management for
the overall pipeline construction and scheduling.
o Contractor shall provide surveying as necessary to
construct the pipeline.
o Contractor shall be responsible for the pipeline
construction and scheduling and shall coordinate his
construction efforts with Tenaska's Power Plant EPC
Contractor and Transco.
o Contractor shall prepare and maintain, on a current
basis, a detailed construction schedule using the
critical path method (CPM) scheduling technique.
o 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,
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sorting, inspecting, storing and cataloging of all
received items. Any damage to the factory applied
coating after leaving the mill is the responsibility
of the contractor and must be corrected.
o 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
final completion and acceptance.
o 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.
o Contractor shall provide the necessary temporary
distribution system for utilities such as water,
electric lighting, electric power, fire protection,
and sanitary facilities.
o Contractor shall provide all necessary construction
and/or erection aids including cranes, scaffolding,
tools, consumable supplies and expendable devices as
required for the scope of work.
o Contractor shall be responsible for the clean-up,
removal and disposal of trash, litter, and garbage
and for the restoration of all above areas used
during the course of this Contract.
o Contractor shall be responsible for compliance with
all federal, state and local ordinances including
noise and storm water runoff regulations.
Construction delays associated with non-compliance
with regulations, including the foregoing, shall not
be considered as excusable delays.
o Contractor shall obtain and pay for all permits,
fees, and inspections required by federal, state and
city or local authorities.
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Scope
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o Contractor shall unpack, uncrate, and install all of
the equipment furnished as part of this project.
o Contractor shall assemble and align, at the job
site, all the equipment and materials included in
this offering.
o 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 exposed
pipeline equipment and materials.
o Contractor shall provide technical advisory
personnel for the construction and/or erection of
the pipeline, its appurtenances, and other equipment
as required.
2.5.2 Commissioning Services
Upon completion of the construction and hydrostatic testing
of the pipeline and facilities:
o Contractor shall perform a cleaning and checkout of
the complete installation, including caliper and
foam pigging of the pipeline.
o Contractor shall inject nitrogen blanket to protect
pipeline until final startup occurs.
o Contractor will provide supervision of the nitrogen
blowdown and preparation for startup with natural
gas.
o Contractor shall provide for start-up and testing of
equipment and systems included.
o Contractor shall complete the as-built drawings.
o Contractor shall provide thorough classroom training
of Tenaska's operating personnel.
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Scope
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o Contractor shall dispose of flushing, testing, and
cleaning media in an environmentally acceptable
manner and in a manner acceptable to Tenaska and
local authorities.
o Contractor shall install pipeline warning signs as
required by code and at critical crossings.
2.6 PROJECT MANAGEMENT
The management of the pipeline 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 Tenaska's designated representative,
Power Plant EPC Contractor's project manager, Transco
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:
o 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 Tenaska's
designated project manager.
o 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.
o Supervise project activities and ensure close
contact is maintained with Transco and Tenaska, that
departments providing support services have all
necessary relevant information and that effective
project wide communications are established.
o Provide the overall project management to direct the
engineering, procurement and other services through
project completion and start-up of the facilities.
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Scope
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o Publish a weekly progress report for Tenaska's
review.
o Coordinate project administrative activities.
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TENASKA GEORGIA PARTNERS, L.P. Appendix A - Scope
System Description &
Design Basis
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Attachment I
Page 1 of 6
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ATTACHMENT I
SYSTEM DESCRIPTION / DESIGN BASIS
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TENASKA GEORGIA PARTNERS, L.P. Appendix A - Scope
System Description &
Design Basis
----------------------
Attachment I
Page 2 of 6
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NATURAL GAS PIPELINE Date: 9/3/99
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HEARD COUNTY, GEORGIA POWER PLANT
GAS SUPPLY PIPELINE SYSTEM
1. SYSTEM DESCRIPTION
The Gas Supply Pipeline System is comprised of four parts: a meter
station, the pipeline from the gas supplier to the power plant, a
filter/separator, and a pressure regulating station at the power plant.
The meter station will be designed and constructed by others. The
pipeline, filter/separator and the pressure regulating station are the
responsibility of the EPC Contractor.
1.1 PIPELINE
The proposed pipeline route is approximately 6,500 feet long. It
begins at the outlet of the meter station near the gas supplier's
("Transco's") pipeline and ends on the power plant site at the
pressure regulating station. Two principal properties are
traversed: the Xxxxxxx property and the Temple Inland property.
Both properties are used for forestation and the harvesting of
timber. Great Northern Nekoosa Corp. is the leaseholder of the
Xxxxxxx property. The route is depicted on the attached drawing.
The available temporary workspace (25 feet wide) and the
orientation of the proposed pipeline in the permanent ROW (50 feet
wide) are shown on the attached drawing.
The pipeline shall be designed to accommodate the future use of
in-line inspection tools or smart pigs. A launcher at the
beginning and the receiver at the end are not parts of this
project. However, the design shall incorporate the use of
full-bore mainline valves and bypasses to enable use of temporary,
portable pig traps. Mainline valves intermediate of the
end-of-line facilities are not required.
The only known special design features for this pipeline are the
three (3) wetland/creek crossings. The first two are unnamed
tributaries of Hilly Mill Creek. The third crossing is Hilly Mill
Creek. These crossings are more fully described on drawings
50671-PL-1010, 50671-PL-1011 and 50671-PL-1012. The crossing of
Hilly Mill Creek shall be accomplished by horizontal directional
drilling while the other two crossings can be conventional
open-cut crossings. The drawings for the conventional crossings
depict the additional temporary workspace available outside the
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System Description &
Design Basis
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wetland areas, the pipeline route plan and the existing ground
profile. The approximate lengths of these crossings are 84 feet
and 161 feet, respectively. The drawing for the directionally
drilled crossing includes the profile of the proposed pipeline in
relation to the existing ground profile as well as the route plan
and additional temporary workspace. The directional drill will
enter from the power plant side of the wetland (Hilly Mill Creek)
and pipe staging will be on the opposite or south side. The
approximate length of the drill from entry to exit is 1,210 feet.
The temporary workspace for pipe laying is located to the east of
the pipeline from the meter station through the second wetland
crossing. From the end of the second wetland crossing to the
Temple Inland property, the temporary workspace shifts to the west
side of the pipeline. Once on Temple Inland property, the
temporary workspace reverts to the east side.
The 20" diameter of the pipeline will enable delivery of the
nominated gas quantities as set forth below in Table 2.2-2 in
accordance with the conditions specified therein.
Population density defines a class location category that in turn
requires a particular design factor used in determining pipe wall
thickness for a particular strength or grade of pipe. While the
current population density defines the proposed pipeline route as
Class 1, designs shall be conducted for future population
encroachment. Therefore, the design shall be for a Class 2
location. The line pipe tentatively selected for this project is
20-inch OD X 0.281-inch wall thickness API Specification 5L Grade
X52. Pressure tests will be run at a pressure that will qualify
the pipeline for Class 3, if required in the future. The line pipe
shall have a factory-applied, corrosion-resistant coating of
fusion bonded epoxy (FBE) with a nominal thickness of 14 to 18
mils.
1.2 PRESSURE REGULATING STATION
A pressure regulating station is required at the power plant to maintain
a constant delivery pressure to the gas turbine generators regardless of
the gas demand; i.e., the number of units running. Pressure control
valves and equipment shall be redundant.
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TENASKA GEORGIA PARTNERS, L.P. Appendix A - Scope
System Description &
Design Basis
----------------------
Attachment I
Page 4 of 6
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2. DESIGN BASIS
The design criteria applied to the Gas Supply Pipeline are based upon
conventional technical considerations for cross-country gas pipelines.
2.1 GAS CHARACTERISTICS
----------------------------------------------------------------------------------------
TABLE 2.1-1
GAS CHARACTERISTICS
----------------------------------------------------------------------------------------
1. Pipeline Inlet Pressure at Transco, Minimum, psig 530
----------------------------------------------------------------------------------------
2. Pipeline Inlet Pressure at Transco, Maximum, psig 850
----------------------------------------------------------------------------------------
3. Pipeline Inlet Temperature at Transco, Maximum, OF. 120
----------------------------------------------------------------------------------------
4. Pipeline Inlet Temperature at Transco, Normal, OF. 80
----------------------------------------------------------------------------------------
5. Gas Gravity (Air = 1.0) 0.59
----------------------------------------------------------------------------------------
6. Molar Composition, %
N2 0.32
CO2 0.99
C1 95.07
C 2 2.47
C3 0.64
iC4 0.17
nC4 0.15
nC5 0.06
C6+ 0.04
0.09
----------------------------------------------------------------------------------------
7. Water Content, lbs./MMScf { 7
----------------------------------------------------------------------------------------
8. Sulfur Content (as hydrogen sulfide), grain/100 Scf { 0.3
----------------------------------------------------------------------------------------
Gross Heating Value, Btu/Scf 1,040 +/- 60
----------------------------------------------------------------------------------------
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System Description &
Design Basis
----------------------
Attachment I
Page 5 of 6
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2.2 PIPELINE DESIGN
Pipeline design will conform to Federal and State governmental
regulations and industry codes and standards. The governing
regulation is 49 CFR Part 192, Transportation of Natural and Other
Gas by Pipeline: Minimum Safety Standards. ASME B31.8, Code for
Pressure Piping: Gas Transmission and Distribution Piping Systems
will also be used as referenced by 49 CFR Part 192. Other industry
codes, standards and specifications that are assumed applicable
are listed in Table 2.2-1.
---------------------------------------------------------------------------------------------------------------------
TABLE 2.2-1
APPLICABLE INDUSTRY CODES, STANDARDS AND SPECIFICATIONS
---------------------------------------------------------------------------------------------------------------------
ACTIVITY OR COMPONENT INDUSTRY CODE, STANDARD OR SPECIFICATION
---------------------------------------------------------------------------------------------------------------------
1. Pipeline 49 CFR Part 192, Transportation of Natural and Other Gas by Pipeline:
Minimum Safety Standards
ASME B31.8, Code for Pressure Piping: Gas Transmission and Distribution
Piping Systems (as applicable)
---------------------------------------------------------------------------------------------------------------------
2. Pipeline Construction International Pipe Line & Offshore Contractors Association: Construction
of Welded Steel Cross Country Pipelines
---------------------------------------------------------------------------------------------------------------------
3. Welding API 1104, Standard for Welding Pipelines and Related Facilities
---------------------------------------------------------------------------------------------------------------------
4. Line Pipe API 5L, Specification for Line Pipe
---------------------------------------------------------------------------------------------------------------------
5. Line Pipe Transportation API RP5L1, Recommended Practice for Railroad Transportation of Line Pipe
---------------------------------------------------------------------------------------------------------------------
6. Valves API 6D, Specification for Pipeline Valves
---------------------------------------------------------------------------------------------------------------------
7. Flanges ANSI B16.5, Steel Pipe Flanges and Flanged Fittings
MSS SP-44, Steel Pipe Line Flanges
---------------------------------------------------------------------------------------------------------------------
8. Fittings ANSI B16.9, Factory-made Wrought Steel Buttwelding Fittings
MSS SP-75, specification for High Test Wrought Welding Fittings
---------------------------------------------------------------------------------------------------------------------
9. End Closures API 6H, Specification for End Closures, Connectors and Swivels
---------------------------------------------------------------------------------------------------------------------
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TENASKA GEORGIA PARTNERS, L.P. Appendix A - Scope
System Description &
Design Basis
----------------------
Attachment I
Page 6 of 6
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NATURAL GAS PIPELINE Date: 9/3/99
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-----------------------------------------------------------------------------------------
TABLE 2.2-2
PIPELINE TECHNICAL DATA
-----------------------------------------------------------------------------------------
1. Daily Gas Volume From Transco, Maximum, MMScf 270
-----------------------------------------------------------------------------------------
2. Standard Pressure, psia 14.73
-----------------------------------------------------------------------------------------
3. Standard Temperature, OF. 60
-----------------------------------------------------------------------------------------
4. Delivery Temperature from Pressure Regulating Station, Range, OF. 50-120
-----------------------------------------------------------------------------------------
5. Design Pressure, psig 850
-----------------------------------------------------------------------------------------
6. Corrosion Allowance, inches nil
-----------------------------------------------------------------------------------------
The following is a description of information which cannot be submitted
electronically:
DRAWINGS OF :
TOPSOIL SEGREGATION - 1 PAGE
CREEK CROSSING #1 GROUND PROFILE AND TEMPORARY WORKSPACE - 1 PAGE
CREEK CROSSING #2 GROUND PROFILE AND TEMPORARY WORKSPACE - 1 PAGE
HILLY MILL CREEK DIRECTIONAL DRILL CROSSING - 1 PAGE
--------------------------------------------------------------------------------
TENASKA GEORGIA PARTNERS, L.P. Appendix A - Scope
Technical Requirements
& Specifications
----------------------
Attachment II
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ATTACHMENT II
1.0 TECHNICAL REQUIREMENTS AND SPECIFICATIONS
1.1 GENERAL
The Contractor shall furnish all engineering, procurement and
construction work, and all equipment, materials, tools and other
requirements necessary to provide a complete pipeline in accordance
with the requirements and scope of work of this Appendix A. The
technical requirements and specifications in this section describe the
design basis and minimum level of quality for equipment, systems,
materials and work. The pipeline and associated equipment and
facilities shall be designed and constructed in accordance with these
requirements and the requirements of Transco.
The Contractor is encouraged to define to Tenaska 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 Tenaska.
It is the Contractor's responsibility that equipment and materials
furnished and the design and construction work is in conformance with
all applicable codes, regulations and standards.
1.2 CIVIL
1.2.1 CLEARING
Contractor shall furnish all labor, materials, tools,
equipment and services for all clearing and tree protection.
The Contractor shall clear from within the limits of
construction all trees designated for removal, 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 the
area of the pipeline trench and permanent right-of-way.
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Technical Requirements
& Specifications
----------------------
Attachment II
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The Contractor shall protect existing trees, structures,
fencing and other vegetation to remain against damage. Do not
smother trees by stockpiling construction materials or
excavated materials within the drip line. Foot or vehicular
traffic or parking of vehicles within the tree drip line shall
be avoided. Temporary protection shall be provided. All trees,
structures, fencing or vegetation damaged by contractors
operation shall be repaired or replaced at Contractor's cost
and consistent with easements from landowners and tenants.
All wastes shall be removed from the pipeline route including
rubble, discarded junk or other debris encountered within the
limits of construction. Combustible materials shall not be
burned or organic matter buried on the pipeline route.
1.2.2 Earthwork
Furnish all labor, materials, tools, equipment, and perform
all work and services in connection with boring, excavation,
trenching, filling and compacting for pipeline and final site
grading:
1.2.3 Boring, Trenching, Backfilling and Compacting
Contractor shall furnish all labor, materials, tools,
equipment and services for the boring, excavation, trenching,
stringing, backfilling and compacting for the pipeline and
associated facilities.
Boring shall be by directional drilling methods.
Trenches shall be excavated by open cut method to the depth
required to accommodate the work and DOT code. The Contractor
shall verify the location of all utilities prior to excavation
and shall comply with local rules and regulations governing
the respective utilities.
Trenches shall be kept free of water.
Backfill shall begin as soon as practical after lowering in
the pipe. No large clods of dirt or other material that will
cause voids in the trench backfill shall be allowed in the
trench.
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Technical Requirements
& Specifications
----------------------
Attachment II
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Backfill shall be free of rock cobbles, roots, sod or other
organic matter and frozen material to prevent damage to the
coated pipe.
The Contractor shall be responsible for any damage to the pipe
or pipe coating caused during or by the backfilling operation.
The backfill shall be mounded 8" - 12" above the ditch ground
level. All excess soil shall be spread over the right-of-way
and smooth graded as necessary.
1.2.4 FINISH GRADING AND SEEDING
The Contractor shall furnish all labor, materials, tools,
equipment and perform all work and services for finish grading
and seeding. The Contractor shall finish grade and seed all
areas disturbed by the Contractors work. 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
and existing grades. Seeding shall be with native grasses.
1.2.5 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.
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.
1.3 STRUCTURAL
1.3.1 FOUNDATIONS
The Contractor shall furnish labor, materials, tools,
equipment, and services for any foundations required. The
Contractor shall determine detailed design criteria and types
of foundation support methods.
--------------------------------------------------------------------------------
TENASKA GEORGIA PARTNERS, L.P. Appendix A - Scope
Technical Requirements
& Specifications
----------------------
Attachment II
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1.3.2 Concrete
The Contractor shall furnish all materials, labor,
supervision, services, tools and equipment required for all
concrete work required for all foundations, pipe supports and
other structures.
The system of concrete and reinforcing steel strength (at 28
days) combination shall be 4,000 psi.
1.3.3 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.
1.4 MECHANICAL
1.4.1 GENERAL REQUIREMENTS
The Contractor shall furnish all engineering, design, labor,
materials, equipment and construction services required to
provide a totally functional pipeline system. The work shall
comply with applicable codes and standards, including, but not
necessarily limited to, the following:
o State and local codes, laws, ordinances, rules and
o regulations American National Standards Institute
o (ANSI) American Society of Mechanical Engineers
o (ASME) American Society for Testing and Materials
o (ASTM) Occupational Safety and Health Administration
o (OSHA) U. S. DOT Title 49 Part 192
(Transportation of Natural and Other Gas by Pipeline:
Minimum Federal Safety Standards)
o American Gas Association (AGA)
o API Standard 1104
In case of conflict or disagreement between codes and
standards, the more stringent conditions shall govern.
--------------------------------------------------------------------------------
TENASKA GEORGIA PARTNERS, L.P. Appendix A - Scope
Technical Requirements
& Specifications
----------------------
Attachment II
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All underground piping will be installed with a minimum of
four (4) feet of cover. Pipeline markers shall be installed
along the pipeline route.
The Contractor shall test and place in successful service the
pipeline and associated equipment. The Contractor to the
satisfaction of Tenaska shall correct all defects in the
construction and/or erection or in the associated equipment
and materials.
The Contractor shall furnish equipment and materials required
and perform tests necessary to demonstrate proper installation
of the pipeline. Tenaska shall be notified at a reasonable
time prior to any testing. These tests shall include, but not
be limited to, the following:
o Hydrostatic Testing
o Radiographic examination of welds (100%)
The highest degree of cleanliness practically achievable shall
be maintained throughout the project, keeping in mind that the
piping are to be handled, assembled and welded under project
conditions. Foreign matter, construction debris, welding rods
and other consumables shall be removed.
Touch up paint shall be applied to all painted items as
required.
1.4.2 PIPING MATERIAL
Piping 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. Carbon steel piping shall be ASTM A53 or A106,
coated and wrapped for all underground piping.
All above ground piping and equipment shall be painted.
Fittings shall be constructed of materials equivalent to the
pipe on which they are used. Butt weld fittings shall be in
accordance with ANSI B16.9, ANSI 16.28, and ASTM A234. The
thickness of butt weld fittings shall be equal to the pipe
wall thickness.
--------------------------------------------------------------------------------
TENASKA GEORGIA PARTNERS, L.P. Appendix A - Scope
Technical Requirements
& Specifications
----------------------
Attachment II
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Flanges mating with flanges on piping, valves and fittings
shall be of sizes, drillings and facings that match the
connecting flanges. Flange class ratings shall be adequate to
meet the 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.
Steel flanges shall conform to ANSI B16.5. Bolting shall
conform to the requirements of ANSI B16.1 and ANSI B16.24.
1.4.3 GAS REGULATING STATION AND FILTER/SEPARATOR
The Contractor shall furnish and install a gas regulating
station and filter/separator on the power plant site to
control the gas pressure at 485 psig, if the filter/separator
is downstream of the regulators or 475 psig, if the
filter/separator is upstream of the regulators at all flows
from a minimum of 27,000 Mcf/day to maximum flow. The
regulating station shall be capable of maintaining this
pressure within a 1% range of the set pressure with a rate of
change in gas flow of 6.5%/minute.
The gas regulating station shall be furnished with all
regulating valves, isolation valves, relief valves and
instrumentation. Isolation valves shall be installed upstream
and down stream of the regulating valves to permit removal and
maintenance. Inlet and outlet pressure gauges and transmitters
shall be installed to permit the monitoring of gas pressures.
Signals from the pressure transmitters will be sent to the
Power Plant Distributed Control System. The wiring from the
transmitters to the control room will be by others.
1.4.4 INSTALLATION
All piping shall be installed in accordance with the
Contractors design drawings. All above ground piping shall be
installed in a neat, rectangular form.
Valves shall be installed is such a manner that they can be
operated and maintained from grade.
--------------------------------------------------------------------------------
TENASKA GEORGIA PARTNERS, L.P. Appendix A - Scope
Technical Requirements
& Specifications
----------------------
Attachment II
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All equipment, piping and valves of a temporary nature
(including pig launcher and receiver facilities) shall be
installed in a safe and workmanlike manner. This shall include
such lines as temporary vents for hydrostatic testing. When
the temporary piping is no longer required it shall be
dismantled and removed.
All necessary flange isolation materials and insulated
bushings and couplings shall be installed as required to
properly isolate below grade piping from above grade piping
and equipment. Bolting at insulated flanges shall consist of
studs and nuts with sufficient stud length to allow at least
one full stud thread to protrude through each nut. Sleeves
shall extend into the insulating washers. After insulation,
insulating flanges shall be tested to determine that the
piping is properly electrically isolated to the satisfaction
of Tenaska.
Welding procedures, welders and welding operators shall be
qualified in accordance with Title 49 Code of Federal
Regulations and API Standard 1104 (latest edition) "Welding of
Pipelines and Related Facilities." Records of the names of the
welding operators who make each weld shall be maintained.
Documentation relative to the welder, welding operator and
procedure qualification shall be made available where the work
is being performed and also copies made available for Tenaska.
Site facilities shall be provided where all welding operators
shall perform qualification tests. The Contractor shall
provide for on-site weld qualifications.
Preparation of weld ends and fit-up shall be in accordance
with the requirements of PFI standards or other applicable
requirements. Backing rings shall not be used without the
approval of Tenaska.
Pipe bending shall be used 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 minor and major axes,
shall not be greater than five percent of the nominal
diameter. Allowances shall be made for thinning of the pipe.
--------------------------------------------------------------------------------
TENASKA GEORGIA PARTNERS, L.P. Appendix A - Scope
Technical Requirements
& Specifications
----------------------
Attachment II
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1.4.5 CATHODIC PROTECTION
All buried piping shall be mill coated and joints coated, and
wrapped and provided with a cathodic protection system.
Cathodic protection systems shall be designed and installed to
meet the criteria of the National Association of Corrosion
Engineers (XXXX). Based on soil resistivity the 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.
The pipe coating system shall be tested for holidays and
repaired where necessary.
1.4.6 INSPECTION AND TESTING
Inspection and testing shall be performed in accordance with
the requirements of the applicable code and in accordance with
the following criteria.
Hydrostatic testing of the pipeline shall be performed on the
pipeline after completion. The length of pipe to be inserted
during the directional drill should be tested before running
through the underground bore hole. Hydrostatic testing shall
be performed with cold water at a pressure to qualify the
pipeline as stated in this Appendix A, Attachment I. The water
shall be filtered between test sections.
After hydrostatic testing the pipeline shall be dewatered,
dried and cleaned using pipeline pigs (including foam pig and
caliper pig). All water used for hydrostatic testing shall be
disposed of in an environmentally acceptable manner.
1.4.7 NITROGEN BLANKET AND COMMISSIONING
Nitrogen will be injected into the pipeline after drying and
cleaning to protect the pipeline until natural gas is
introduced into the pipeline.
Commissioning of pipeline will be performed when nitrogen is
removed and natural gas is injected into the pipeline to place
it into service.
--------------------------------------------------------------------------------
TENASKA GEORGIA PARTNERS, L.P. Appendix A - Scope
Wetlands Locations
----------------------
Attachment III
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NATURAL GAS PIPELINE Date: 9/3/99
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ATTACHMENT III
The following is a description of information which cannot be submitted
electronically:
MAP SHOWING WETLANDS LOCATIONS -
1 PAGE
--------------------------------------------------------------------------------
TENASKA GEORGIA PARTNERS, L.P. Appendix A - Scope
Survey
----------------------
Attachment IV
--------------------------------------------------------------------------------
NATURAL GAS PIPELINE Date: 9/3/99
--------------------------------------------------------------------------------
ATTACHMENT IV
The following is a description of information which cannot be submitted
electronically:
SURVEY OF PIPELINE ROUTE - 1 MAP
--------------------------------------------------------------------------------
TENASKA GEORGIA PARTNERS, L.P. Appendix A - Scope
Schedule
----------------------
Attachment V
--------------------------------------------------------------------------------
NATURAL GAS PIPELINE Date: 9/3/99
--------------------------------------------------------------------------------
ATTACHMENT V
The following is a description of information which cannot be submitted
electronically:
PROJECT SCHEDULE - 1 PAGE
--------------------------------------------------------------------------------
TENASKA GEORGIA PARTNERS, L.P. Appendix B
Fixed Price Schedule
----------------------
--------------------------------------------------------- Page 1 of 2
NATURAL GAS PIPELINE
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Date: 9/3/99
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APPENDIX B
FIXED PRICE SCHEDULE
Base Scope - 20" Steel Natural Gas Pipeline Including:
o 6,559 Linear Feet of Coated Pipe
o Valves
o Cathodic Protection
o Regulator Station
o Filter / Separator (270 MMScfd) with Bypass
o Pipeline Cleaned and Dried to -38O F. and a Nitrogen Blanket
o One Run of X.X. Xxxxxxxxxx Electronic Caliper Pig
o Assumption of Risk for 2,000 LF of Rock Ditch
o Four (4) Feet of Cover / ROW Grading and Reseeding with Native
Grass
o Four (4) - 8'x20'x 4" Thick Pre-cast Concrete Slabs Installed
Over Pipeline for Protection During Logging Operations at
Locations to be Specified by Tenaska.
Total EPC Price [*]
Options Available to Tenaska:
o Radio Link - [*]
o Heater - [*]
o Pipe Size Increase from 20" to 24" - [*]
--------------------------------------------------------------------------------
TENASKA GEORGIA PARTNERS, L.P. Appendix B
Fixed Price Schedule
----------------------
--------------------------------------------------------- Page 2 of 2
NATURAL GAS PIPELINE
----------------------
Date: 9/3/99
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The following clarifications and exceptions apply:
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TECHNICAL CLARIFICATION AND EXCEPTIONS
--------------------------------------------------------------------------------
NO. CLARIFICATION / EXCEPTION
--------------------------------------------------------------------------------
1. The origin of the pipeline (the tie-in point at Transco's meter
station) shall be assumed to be within 100 feet of the point of
intersection shown 16.82 feet from the southern edge of Easement Area
7. Any origin greater than 100 feet from said point of intersection
will be considered extra work.
--------------------------------------------------------------------------------
2. The termination point of the pipeline as shown on Attachment IV is
defined as follows: The termination point for the pipeline shall be
within 50 feet of the pressure regulating station. The pressure
regulating station shall be located within 100 feet of a point that is
offset 300 feet from a point 300 feet north of the southernmost
existing electrical line transmission tower as measured along the
centerline of the existing electric power lines. Any revised location
for the regulating station greater than 100 feet from the location for
the regulating station as defined in Attachment IV will be considered
extra work.
--------------------------------------------------------------------------------
3. The location of the mainline valve for the connection of temporary
launcher or receiver shall be assumed to be within 30 feet of the
origin or termination points, respectively. Any location greater than
30 feet will require additional compensation in accordance with the
schedule of rates for extra work.
--------------------------------------------------------------------------------
4. Scraper launcher and receiver, temporary or otherwise, are excluded
from this proposal.
--------------------------------------------------------------------------------
5. Unpriced copies of purchase orders will be provided.
--------------------------------------------------------------------------------
6. Copies of drawings furnished to Tenaska shall be blue line or black
line at Willbros' option.
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7. An area 150 feet by 100 feet shall be available on the proposed power
plant site for site office and material storage. This area shall be
located at an elevation above the 100-year flood plan.
--------------------------------------------------------------------------------
8. Valves 8" NPS and larger shall have manual gear operators; valves 6"
NPS and smaller shall have manual level operators.
--------------------------------------------------------------------------------
9. Any lighting at scraper trap areas or pressure regulating station area
will be provided by others.
--------------------------------------------------------------------------------
10. Tenaska shall provide geotechnical data from soil borings for Hilly
Mill Creek.
--------------------------------------------------------------------------------
11. Sales tax at 6% is included on materials. No allowance is made for
sales or use tax on labor.
--------------------------------------------------------------------------------
12. 100% of right-of-way and all access points are available prior to
construction mobilization.
--------------------------------------------------------------------------------
13. Cuttings from directional drill will be disposed evenly along the
right-of-way.
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--------------------------------------------------------------------------------
TENASKA GEORGIA PARTNERS, L.P. Appendix C
Rates For Changes or
Extra Work
----------------------
--------------------------------------------------------- Page 1 of 1
NATURAL GAS PIPELINE
----------------------
Date: 9/3/99
--------------------------------------------------------------------------------
APPENDIX C
RATES FOR CHANGES OR EXTRA WORK
6.4 CHANGES AND EXTRA WORK
Changes and extra work will be handled in accordance with the contract
and the following paragraphs:
6.4.1 Additional Material - Additional material will be provided at
cost plus 15%.
6.4.2 Construction - Extra work will be performed on the schedules
of rates for labor and equipment provided in Exhibit 6-3, plus
10%.
6.4.3 Engineering and Field Services - Extra work will be performed
on the Schedule of Rates provided in Exhibit 6-4.
6.4.4 Rock Excavation - Rock ditch in excess of that included in the
base price will be compensated at $16.00 per lineal foot.
The following is a description of information which cannot be submitted
electronically:
Construction Extra Work Rates - 6 Pages
Schedule of Rates for Extra Work- Technical and Support Staff (Offices Services)
- 8 Pages
--------------------------------------------------------------------------------
TENASKA GEORGIA PARTNERS, L.P. Appendix D
Letter of Credit
----------------------
Page 1 of 3
--------------------------------------------------------------------------------
NATURAL GAS PIPELINE Date: 9/15/99
--------------------------------------------------------------------------------
[BANK LETTERHEAD]
DATE: [ISSUANCE DATE]
IRREVOCABLE STANDY LETTER OF CREDIT NUMBER: ________________
BENEFICIARY: APPLICANT:
TENASKA GEORGIA PARTNERS, L.P. WILLBROS ENGINEERS, INC.
0000 Xxxxx 000xx Xxxxxx, Xxxxx 000 0000 Xxxx 00xx Xxxxxx
Xxxxx, Xxxxxxxx 00000-0000 Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx Attention: ___________________
AMOUNT:
USD __________________________
______________________________
______________________________
EXPIRATION:
______________________________
GENTLEMEN:
WE HEREBY OPEN OUR IRREVOCABLE STANDY LETTER OF CREDIT NO. ________ IN YOUR
FAVOR, FOR ACCOUNT OF WILLBROS ENGINEERS, INC. ENGINEERS, INC. IN AN AMOUNT UP
TO BUT NOT EXCEEDING USD ______________ (_______________________________ NO/100
UNITED STATES DOLLARS), TO BE INCREASED AS STATED BELOW, AVAILABLE BY YOUR
DRAFT(S) AT SIGHT DRAWN ON _____________________ AND ACCOMPANIED BY:
YOUR SIGNED STATEMENT READING AS FOLLOWS: "WE CERTIFY THAT (A) WILLBROS
ENGINEERS, INC. HAS FAILED TO COMPLY WITH AN OBLIGATION UNDER THE AGREEMENT FOR
ENGINEERING, PROCUREMENT AND CONSTRUCTION SERVICES, DATED __________________,
1999, BETWEEN TENASKA GEORGIA PARTNERS, L.P. AND WILLBROS ENGINEERS, INC., AS
AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME OR (B) IF WITHIN
FIFTEEN (15) DAYS OF THE EXPIRATION DATE OF THE LETTER OF CREDIT, WILLBROS
ENGINEERS, INC. HAS NOT COMPLETED ALL PERFORMANCE DUE FROM WILLBROS ENGINEERS,
INC. UNDER THE ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT OR A
SATISFACTORY SUBSTITUTE LETTER OF
--------------------------------------------------------------------------------
TENASKA GEORGIA PARTNERS, L.P. Appendix D
Letter of Credit
----------------------
Page 2 of 3
--------------------------------------------------------------------------------
NATURAL GAS PIPELINE Date: 9/15/99
--------------------------------------------------------------------------------
CREDIT HAS NOT BEEN DELIVERED ON BEHALF OF WILLBROS ENGINEERS, INC., TO TENASKA
GEORGIA PARTNERS, L.P. WE FURTHER CERTIFY THAT WE HAVE ON OR BEFORE THIS DATE
PROVIDED WILLBROS ENGINEERS, INC. WITH A WRITTEN NOTICE OF OUR INTENT TO DRAW
UNDER __________________________. LETTER OF CREDIT NO. _____________."
THE TERM "BENEFICIARY" INCLUDES ANY SUCCESSOR BY OPERATION OF LAW OF THE NAMED
BENEFICIARY, INCLUDING WITHOUT LIMITATION, ANY LIQUIDATOR, REHABILITATOR,
RECEIVER OR CONSERVATOR.
ALL DRAFTS DRAWN UNDER THIS LETTER OF CREDIT MUST BE MARKED "DRAWN UNDER
__________________________. LETTER OF CREDIT NO. __________."
PARTIAL DRAWINGS ARE PERMITTED.
WE ENGAGE WITH YOU THAT EACH DRAFT DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS
OF THIS CREDIT WILL BE DULY HONORED ON DELIVERY OF THE DOCUMENTS AS SPECIFIED IF
PRESENTED AT THIS OFFICE ON OR BEFORE _________________________.
THIS IS AN INTEGRAL PART OF LETTER OF CREDIT NUMBER: _______________.
THIS LETTER OF CREDIT IS AVAILABLE ACCORDING TO THE FOLLOWING SCHEDULE:
(A) __________________________________________________________________
(B) __________________________________________________________________
(C) __________________________________________________________________
(D) __________________________________________________________________
THIS LETTER OF CREDIT IS SUBJECT TO AND GOVERNED BY THE UNIFORM CUSTOMS AND
PRACTICE FOR DOCUMENTARY CREDITS OF THE INTERNATIONAL CHAMBER OF COMMERCE, 1993
REVISION, PUBLICATION NO. 500.
THIS ORIGINAL LETTER OF CREDIT AND ALL AMENDMENTS THERETO MUST BE SUBMITTED TO
US TOGETHER WITH ANY DRAWINGS HEREUNDER FOR OUR ENDORSEMENT OF ANY PAYMENTS
EFFECTED BY US AND/OR FOR CANCELLATION. THE ORIGINAL UNCANCELLED LETTER OF
CREDIT AND ALL AMENDMENTS THERETO WILL BE RETURNED TO YOU AFTER OUR ENDORSEMENT
UNLESS THE DRAFT IS A) FOR THE FULL AMOUNT AVAILABLE IN
--------------------------------------------------------------------------------
TENASKA GEORGIA PARTNERS, L.P. Appendix D
Letter of Credit
----------------------
Page 3 of 3
--------------------------------------------------------------------------------
NATURAL GAS PIPELINE Date: 9/15/99
--------------------------------------------------------------------------------
ACCORDANCE WITH THE TERMS HEREIN, B) THE LETTER OF CREDIT IS BEING CANCELLED AT
YOUR REQUEST, OR C) THE LETTER OF CREDIT HAS EXPIRED.
IF YOU REQUIRE ANY ASISTANCE OR HAVE ANY QUESTIONS REGARDING THIS TRANSACTION,
PLEASE CALL _________________________________.
BANK OF ___________________________________.
____________________________________ _________________________________
FOR CASHIER FOR CASHIER
THIS DOCUMENT CONSISTS OF ____ PAGE(S).
GUARANTY OF OBLIGATION
This Guaranty is made by Willbros Group, Inc., a Panama corporation,
("Guarantor"), in favor of TENASKA GEORGIA PARTNERS, L.P., a Delaware limited
partnership ("Tenaska"), with respect to that certain Engineering, Procurement
and Construction Agreement dated the 23rd day of September, 1999, between
Tenaska and WILLBROS ENGINEERS, INC., a Delaware corporation ("Contractor"), for
the construction of a natural gas transmission pipeline from the
Transcontinental Gas Pipeline Corporation meter station to the Tenaska Georgia
Generation Station, as amended, supplemented or otherwise modified from time to
time (hereinafter called the "EPC Agreement"), in consideration of the execution
of the EPC Agreement by Tenaska with Contractor.
Guarantor states and represents that 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 Tenaska against all claims, losses, damages, costs and
expenses whatsoever which Tenaska may incur by reason of Contractor's
failure to perform and observe any of the terms, provisions,
conditions, and stipulations of the EPC Agreement (collectively, the
"Guaranteed Obligations"). THE OBLIGATIONS OF GUARANTOR HEREUNDER SHALL
NOT BE REDUCED, LIMITED OR TERMINATED, NOR SHALL 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;
(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 Tenaska, 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
Tenaska, 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 Tenaska and Tenaska's successors
and assigns that:
(a) Guarantor is duly organized and validly existing as a Panama
corporation;
(b) 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;
(c) This Guaranty reasonably may be expected to benefit directly
or indirectly, Guarantor;
(d) This Guaranty has been duly executed and delivered by
Guarantor and is the valid, binding, and enforceable contract
of Guarantor;
(e) 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
such Guarantor is subject or a party, or accelerate or affect
any of its obligations under any thereof.
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. Tenaska may enforce against Guarantor any and all of the rights of
Tenaska under this Guaranty without having instituted or completed any
legal, arbitration or other proceedings against Contractor or any
partner or joint venturer in Contractor.
6. This Guaranty shall be governed by and construed according to the laws
of the State of Texas. Guarantor submits to personal jurisdiction in
the State of Texas and further agrees that the non-exclusive venue for
any such action may be in the state and federal courts located in
Dallas County, 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, any partner or joint venturer in 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
Tenaska 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, (but excluding any defense based upon absence of binding
effect of the EPC Agreement).
10. Guarantor's obligations hereunder (a) are absolute and unconditional,
(b) subject to Section 9 above, are unlimited in amount, except as
provided in the EPC Agreement, (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 Tenaska to Tenaska's lenders for the
project and shall inure to the benefit of such assignee(s).
12. Notice to Guarantor shall be to:
Willbros Group, Inc.
%Willbros USA, Inc.
000 Xxxxxxxx Xxxxx
0000 Xxxx 00xx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Attn: Xxxx Xxxx
IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be
executed and delivered to Tenaska in the name and on behalf of Guarantor by one
of its officers who is duly authorized to do so, for the benefit of Tenaska, as
of this 23rd day of Septmber, 1999.
Guarantor
WILLBROS GROUP, INC.
ATTEST:
By: /s/ By: /s/
----------------------- ------------------------
(Name)
Title: Assistant Secretary Executive Vice President
-------------------- ------------------------
(Title)
CERTIFICATE OF SECRETARY
WILLBROS GROUP, INC.
I, Xxxx X. Xxxx, being the duly elected and acting Corporate Secretary
of WILLBROS GROUP. INC., a corporation organized and existing under and by
virtue of the laws of the Republic of Panama (hereinafter referred to as the
"Corporation"), do hereby
C E R T I F Y :
1. THAT the following preambles and resolutions are a true, correct and
complete copy of the same duly adopted by Memorandum of Action signed by all of
the members of the Executive Committee of the Board of Directors of the
Corporation on September 23, 1999, and that such resolutions have not been
rescinded since their adoption and are in full force and effect on the date
hereof:
EXECUTION OF GUARANTEE
WHEREAS, Willbros Engineers, Inc., a Delaware corporation ("WEI"),
is an indirect wholly-owned subsidiary of the Corporation; and
WHEREAS, WEI has entered into an Engineering, Procurement and
Construction Agreement dated September 23, 1999, with Tenaska Georgia
Partners, L.P., a Delaware limited partnership ("Tenaska"), with
respect to the construction of a natural gas transmission pipeline from
the Transcontinental Gas Pipeline Corporation meter station to the
Tenaska Georgia Generation Station (the "EPC Agreement"); and
WHEREAS, WEI has certain obligations to Tenaska under the EPC
Agreement; and
WHEREAS, Tenaska has requested the provision of a parent company
guarantee by the Corporation with respect of the obligations of WEI
under the EPC Agreement, such guarantee to be substantially in the same
form attached hereto (the "Guarantee"); and
WHEREAS, the provision of the Guarantee is deemed to be in the
best interests of the Corporation;
NOW, THEREFORE, BE IT
RESOLVED, that the form of, and the terms and conditions contained
in, the Guarantee be, and the same hereby are, authorized and approved
in all respects; and further
RESOLVED, that the execution, delivery and performance by the
Corporation of the Guarantee be, and the same hereby are, authorized
and approved in all respects; and further
RESOLVED, that the Chairman, the President and each of the Vice
Presidents of the Corporation be, and each of them individually hereby
is, authorized and empowered to negotiate and make such changes,
modifications, additions and deletions to the Guarantee as they, or any
of them, in their sole discretion, may deem appropriate, and to execute
and deliver, for and on behalf of the Corporation, the Guarantee, in
such form as the officer or officers executing the same shall deem
necessary, advisable or appropriate, as shall be conclusively evidenced
by his signature affixed thereon; and further
RESOLVED, that the officers of the Corporation be, and each of
them individually hereby is, authorized and empowered, for and on
behalf of the Corporation, to execute and deliver any and all
additional documents, instruments and papers, and to take or cause to
be taken such additional actions, as they or any of them, in their sole
discretion, may deem necessary, convenient or appropriate in connection
with the negotiation, execution and deliver of the Guarantee and to
carry out the purposes of the foregoing resolutions, and in this
connection to take such action and to execute, deliver, acknowledge,
record, file and certify all such further instruments, certificates,
letters, agreements, documents, papers and undertakings as the officer
or officers so acting may consider and determine necessary, advisable
or convenient, as shall be conclusively evidenced by his signature
affixed thereon.
2. THAT the persons identified below are duly elected, qualified and
acting Officers of the Corporation; and that they hold the office or offices set
forth opposite their names on the date hereof:
NAME TITLE
Xxxxx X. Bump Chairman of the Board and Chief
Executive Officer
Xxxx X. Xxxxx President and Chief Operating Officer
2
NAME TITLE
Xxxxxx X. Xxxxxxxxx Executive Vice President, Treasurer
And Chief Financial Officer
Xxxxxxxx X. Xxxxxx, Xx. Senior Vice President
Xxxx X. Xxxx Corporate Secretary
X.X. Xxxxxx Assistant Secretary
Xxxxx X. Xxxxxxxxx Assistant Secretary
Xxxxxx X. Xxxxxx Assistant Treasurer
Xxxxx X. Xxxxxxx Assistant Treasurer
3. AND I FURTHER CERTIFY THAT I am authorized to execute this Certificate
on behalf of the Corporation.
IN WITNESS WHEREOF, I have hereunto executed this Certificate and
affixed the seal of the Corporation, this 27th day of September, 1999
By: /s/ Xxxx X. Xxxx
------------------------------------
Xxxx X. Xxxx
Corporate Secretary
I Xxxx X. Xxxxx, President of the Corporation, do hereby certify that
Xxxx X. Xxxx is the duly elected, qualified and acting Corporate Secretary of
the Corporation, and that the signature set forth above his name is his true and
genuine signature.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 27th
day of September, 1999.
/s/ Xxxx X. Xxxxx
-----------------------------------
Xxxx X. Xxxxx
President
3
County of Tulsa )
State of Oklahoma ) Section
United States of America )
Before me, the undersigned, a Notary Public in and for the aforementioned
County, State and Country, on this 27th day of September, 1999, personally
appeared Xxxx X. Xxxxx and Xxxx X. Xxxx, President and Corporate Secretary,
respectively, of WILLBROS GROUP, INC., to me known to be the identical persons
who executed the foregoing instrument, and acknowledged that they executed the
same as their free and voluntary act and deed, and as the free and voluntary act
and deed of said Corporation.
In Witness Whereof, I have hereunto set my official signature and affixed
my notarial seal the day and year last above written.
/s/ Xxxxx X. Xxxxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxxxx
Notary Public
My Commission Expires:
February 27, 2001
----------------------
4
