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EXHIBIT 10.39
AGREEMENT
BETWEEN
NORTHERN PLAINS NATURAL GAS COMPNAY
AND
ENRON ENGINEERING & CONSTRUCTION COMPANY
[NORTHERN BORDER PIPELINE COMPANY LOGO]
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PROJECT MANAGEMENT AGREEMENT
THIS AGREEMENT, made and entered into to be effective as of March 1,
1996, by and between NORTHERN PLAINS NATURAL GAS COMPANY, a Delaware Corporation
("NPNG") and ENRON ENGINEERING & CONSTRUCTION COMPANY, a Texas Corporation
("EE&CC").
WITNESSETH THAT:
WHEREAS, Northern Border Pipeline Company ("NBPL") owns an interstate
natural gas pipeline system covering 969 miles and originating near Port of
Xxxxxx, Montana, crossing the five states of Montana, Xxxxx Xxxxxx, Xxxxx
Xxxxxx, Xxxxxxxxx and Iowa, and terminating near Harper, Iowa; and
WHEREAS, NBPL has applied to the Federal Energy Regulatory Commission
for authority to expand and extend its present natural gas pipeline system by
constructing the facilities which are more particularly described in Exhibit A
attached hereto . All such facilities hereinafter referred to as the "PROJECT";
WHEREAS, the Partnership Agreement for NBPL effective as of March 9,
1978, as amended (the "Partnership Agreement") and the Operating Agreement
between NBPL and NPNG, dated February 4, 1980 (the "Operating Agreement") have
charged NPNG as Operator with managing the design and construction of the
PROJECT; and
WHEREAS, Partnership Agreement and the Operating Agreement authorize
NPNG to utilize, as it deems necessary, the services of its parent and corporate
affiliates, provided that such services are utilized on terms materially no less
favorable to NBPL than those prevailing at the time for comparable services of
unaffiliated, independent parties; and
WHEREAS, pursuant to the authority given to NPNG and in order to
facilitate execution of the PROJECT, NPNG desires to appoint EE&CC (a corporate
affiliate of NPNG) as Project Manager for the responsibilities as defined in
this AGREEMENT; and
WHEREAS, EE&CC, has an adequate, competent organization with which to
provide the things to be furnished and to perform the services contemplated
herein (hereinafter referred to as the "WORK") and is willing to perform such
WORK as an independent contractor in accordance with all of the provisions
hereof and for the consideration hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants, promises and
agreements herein contained, the parties hereto agree as follows:
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ARTICLE I
DESCRIPTION OF AGREEMENT
1.1 DOCUMENTS INCLUDED
This AGREEMENT (hereinafter referred to as the "AGREEMENT") consists of
this contract document and the following exhibits:
Exhibit A: Description of PROJECT
Exhibit B: Compensation and Method of Payment
Exhibit C: Letter Evidencing Specific Authority of EE&CC
1.2 CONFLICTING PROVISIONS
In the event of any conflict, inconsistency, or variations between this
contract document and any of the exhibits hereto, the terms and
provisions of this contract document shall control. In the event of any
conflict, inconsistency, or variation among the Exhibits, the Exhibit
of the latest date shall control.
1.3 HEADINGS
All headings, including but not limited to the headings and numbering
of the articles and sections, have been inserted for convenience of
reference only and shall in no way affect interpretation of any of the
provisions in this AGREEMENT.
ARTICLE II
SCOPE OF WORK
2.1 PROJECT DESCRIPTION
a. EE&CC has been furnished, and acknowledges receipt of, a
description (adequate for the purpose of preparation and
acceptance of this AGREEMENT) of PROJECT which description has
been incorporated in Exhibit A hereof.
b. NPNG and EE&CC mutually acknowledge that changes in the PROJECT
may occur which will alter the scope of WORK to be provided by
EE&CC hereunder. EE&CC agrees to alter its scope of WORK to
incorporate such changes into PROJECT.
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2.2 NPNG'S RESPONSIBILITIES
NPNG shall, at its own expense and at such times as may be required by
EE&CC for the successful and continuous performance of its obligation
hereunder do the following:
a. Provide general guidance to EE&CC in terms of priorities,
schedules and costs and perform periodic audits and inspections to
assist and assure EE&CC's performance of its obligations hereunder
in accordance with NPNG's overall goals.
b. Designate the general routing and location of PROJECT and pay the
costs of right-of-way easements and land required including
damages associated therewith.
c. Pay all costs including sales and use taxes for materials to be
incorporated into PROJECT, for the transportation of such
materials to the site, and for the storage and warehousing of such
materials prior to their incorporation in PROJECT.
d. Pay the costs of all work necessary for environmental compliance,
engineering design, R-O-W acquisition, construction of the PROJECT
including consumable supplies, and other services not directly
payable to EE&CC for the WORK.
e. Obtain FERC Certificate for the construction and operation
including the final FERC environmental clearances. All other major
federal and state permits necessary for the construction and
operation of PROJECT will be obtained by EE&CC in the name of
NBPL.
f. Pay taxes assessed against the Project, except as otherwise
provided herein. NPNG assumes full responsibility for and agrees
to pay all valid sales, use or gross receipts taxes levied on
labor, supplies, material and equipment furnished and services
performed by EE&CC hereunder. NPNG agrees to reimburse EE&CC for
any and all contractors' excise taxes legally imposed on labor,
supplies, material and equipment furnished by EE&CC and NPNG and
on services performed by EE&CC hereunder. If applicable, NPNG
shall provide EE&CC a monthly statement of the value of materials
supplied by NPNG under this Agreement that are subject to a
contractors' excise tax.
If NPNG, in writing, directs EE&CC not to pay any taxes arising
out of or applicable to the Work, and as a result of said
direction, any assessments are hereafter levied against EE&CC for
any of such taxes, NPNG shall indemnify, protect and save EE&CC
harmless from liability for the nonpayment hereof. NPNG shall
defend any litigation asserting EE&CC's liability under any such
assessments, and NPNG shall pay any adverse judgment, including
but not limited to, interest and penalties, and shall bear all
costs and attorney's fees incurred in such defense. NPNG shall
select counsel, control and direct the defense, compromise or
settlement of any such litigation.
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g. Pay the costs and fees required to obtain all permits which are
required by federal, state and local governments, or units
thereof, which are required for the construction and operation of
the PROJECT.
h Supply and charge all necessary purge gas, line pack, fuels,
lubricants, and chemicals; and furnish all utilities, spare parts,
qualified operating personnel and other items required for initial
startup and subsequent operation of PROJECT.
i. Startup, operate and maintain PROJECT or any unit thereof after
Mechanical Completion of PROJECT or such unit thereof by EE&CC in
accordance with Section 7.1 hereof.
j. Designate in writing a properly qualified representative who shall
have authority to act on NPNG's behalf in connection with the
performance of the WORK, which representative shall not be changed
without prior written notice to EE&CC. Such representative shall
have sole authority to give the written consents, approvals and
notices on behalf of NPNG provided for in this AGREEMENT.
2.3 EE&CC'S RESPONSIBILITIES:
Subject to the terms and conditions of the Agreement, EE&CC agrees as
follows:
a. With regard to personnel and employment practices:
i. EE&CC will employ and provide qualified and competent
manpower. EE&CC shall be responsible for maintaining
satisfactory personnel procedures and standards of
competency, conduct and integrity with respect to EE&CC
employees or employees of third party contractors providing
personnel to the PROJECT. If EE&CC fails to remove any
person from the WORK who is incompetent, careless,
insubordinate, or whose continued employment on the WORK is
deemed to be contrary to NPNG's best interest, NPNG reserves
the right to require that said person be removed from the
WORK and thereafter not be employed or associated with the
WORK without prior consent of NPNG.
ii. EE&CC shall designate in writing a properly qualified Project
Manager who shall have authority to act on EE&CC's behalf in
connection with the performance of the WORK, which
representative shall not be changed without prior written
approval of NPNG.
iii. EE&CC agrees that certain personnel assigned to the WORK will
be placed in positions where they can significantly affect
the performance of the WORK. NPNG and EE&CC will mutually
designate such key personnel. EE&CC agrees to keep such key
personnel assigned to the WORK unless NPNG agrees otherwise.
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b. Subject to NPNG's written authorization to initiate the WORK or
portion thereof, EE&CC shall be responsible to procure in the name
of NBPL, and arrange for the delivery of equipment and materials
to be installed in PROJECT, and to supervise and direct the
inspection of the construction of PROJECT and to execute
contracts, purchase orders, change orders, correspondence and
other documents in the name of NPNG necessary and incidental to
these duties. NPNG shall provide EE&CC with a letter evidencing
EE&CC's authority to act on behalf of NPNG as specified in Section
2.3b, and Section 2.3c, a form of which letter is attached hereto
as Exhibit C.
c. EE&CC shall, as directed by NPNG, prepare bids, and/or negotiate
on NPNG's behalf all purchase orders and construction contracts
relating to the PROJECT. EE&CC shall, include in such purchase
orders and contracts, terms and conditions which provide NPNG with
substantially the same rights of inspection and audit as are
provided to NPNG under this AGREEMENT.
d. EE&CC shall, as Project Manager, manage, monitor and report to
NPNG the performance of Willbros Engineers, Inc., Gulf Interstate
Engineering Company and all other vendors and contractors in terms
of schedule, cost and quality as provided for in Section 2.3b
herein.
e. EE&CC, as directed by NPNG, shall obtain all permits and/or manage
others designated by EE&CC to obtain said permits required by
federal, state or local governments, or subdivisions thereof, in
the name of NBPL, which are necessary for the construction of
PROJECT, other than the FERC Certificate.
f. EE&CC, as Project Manager, shall direct the efforts of others
working under contract to NPNG regarding obtaining of all
easements or other conveyances and agreements from all landowners
which are necessary for the construction of the PROJECT. Easements
procured and damages paid shall be in accordance with the policy
approved by NPNG. EE&CC shall periodically report to NPNG the
status of those easements.
g. EE&CC shall provide such personnel as are requested by NPNG in
carrying out any of its responsibilities under Section 2.2 hereof.
h. EE&CC shall separately list on its invoices(s) to NPNG any and all
valid sales, use, gross receipts taxes and contractors' excise
taxes paid by EE&CC and to be reimbursed by NPNG.
2.4 TIME OF PERFORMANCE
EE&CC shall use all reasonable efforts to achieve completion of the
WORK or significant portions thereof in accordance with the schedules
submitted to EE&CC at the time of the execution of this AGREEMENT.
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ARTICLE III
COMPENSATION AND METHOD OF PAYMENT
In full compensation to EE&CC for the performance of WORK, NPNG agrees
to pay to EE&CC, and EE&CC agrees to accept, a sum consisting of the
Compensation set forth in Exhibit B. Payment of Compensation shall be
made to EE&CC also as set forth in Exhibit "B" attached hereto and made
a part hereof.
ARTICLE IV
GUARANTEES
4.1 DESIGN
EE&CC guarantees that the design of the PROJECT and the final detailed
plans and specifications will conform with Exhibit "A", and satisfy all
federal, state, local, and other governmental codes and regulations and
will be in accordance with recognized standards of good practice
utilized by reputable engineering firms. EE&CC shall promptly and
properly perform, at the written request of NPNG at any time within one
(1) year after acceptance of the PROJECT pursuant to Section 7.2, all
corrective engineering and design services, required in connection
therewith, necessary to conform to the foregoing guarantee.
All costs incurred by EE&CC in performing corrective services pursuant
to this Article shall be reimbursable in accordance with Article III.
Notwithstanding the above, EE&CC shall be liable for all such costs of
performing such corrective services resulting from or arising out of
the gross negligence or willful misconduct of EE&CC's personnel having
broad supervision of the WORK as a whole.
4.2 MATERIAL AND EQUIPMENT
On any item of material or equipment, or any part thereof, designed,
specified or procured by EE&CC, EE&CC shall demand from vendors and
subcontractors guarantees with respect to such materials and equipment.
Such guarantees will extend for eighteen (18) months from the date of
shipment or for twelve (12) months from the date of startup or first
use, whichever event occurs first, and will guarantee the materials and
equipment to be free of faulty design (where materials or equipment are
designed by vendor or subcontractor), workmanship and materials and
that material and equipment comply with EE&CC's specifications. Such
guarantees shall run directly to NBPL and EE&CC shall render all
reasonable assistance, short of litigation, to NBPL enforcing such
guarantees.
In the event EE&CC is unable to acquire the demanded guarantees from
any of the approved vendors or subcontractors, EE&CC will conspicuously
submit those guarantees which are obtainable from the above vendors or
subcontractors to NPNG for approval.
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Such approval shall constitute a waiver of the guarantees specified
herein for the particular material or equipment involved.
4.3 FIELD WORKMANSHIP
With respect to any construction contracts issued for the WORK, EE&CC
shall demand from such contractors guarantees with respect to such
field construction. Such guarantees shall extend for a period of
eighteen (18) months from the date of Mechanical Completion and shall
provide that if within such 18-month period, any part of that portion
of PROJECT constructed by said contractor is found to be defective by
reason of faulty field workmanship by said contractor or of his field
subcontractors, said contractor shall repair or replace the defective
workmanship provided NPNG notifies said contractor in writing within
thirty (30) days after such defect is discovered. Such guarantees shall
run directly to NBPL and EE&CC shall render all reasonable assistance
short of litigation to NBPL in enforcing such guarantees.
In the event EE&CC is unable to acquire such guarantees from said
contractor, EE&CC will conspicuously submit those guarantees which are
obtainable from said contractor to NPNG for approval. Such approval
shall constitute a waiver of the guarantees specified herein for that
particular portion of PROJECT.
4.4 REPRESENTATION
EE&CC makes no representations, covenants, warranties or guarantees,
express or implied, other than those expressly set forth herein. The
remedies of NPNG or NBPL with respect to said representations,
covenants, warranties and guarantees shall be limited to those
expressly set forth in this AGREEMENT. NBPL or NPNG may pursue legal
action to enforce such remedies.
ARTICLE V
INDEMNIFICATION
5.1 INDEMNIFICATION
EE&CC shall indemnify and hold harmless NPNG, NBPL and its partners and
their affiliates, and their directors, officers, employees and agents,
any of them, from and against all costs, damages or expenses, whether
from personal injury, death, or injury to property (including without
limitation, claims for pollution and environmental damage) which result
from any accident or incident involving EE&CC's personnel and equipment
or those of any of its subcontractors and which occurred while such
personnel or equipment were engaged in the performance of the WORK
under this AGREEMENT, except and unless such accident or incident was
caused by the active negligence of NPNG.
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From and after the Mechanical Completion of the PROJECT, or major
component thereof, as provided for in Section 7.1 hereof, NPNG shall
indemnify and hold harmless EE&CC, its directors, officers, employees
and representatives from and against all costs, damages and expenses,
whether from personal injury, death or injury to property which result
from any accident or incident involving NPNG's personnel or equipment
and which occurred while such personnel or equipment were performing
any of the duties or obligations specifically assumed by NPNG under the
terms of the AGREEMENT except and unless such accident or incident was
proximately caused by the sole negligence of EE&CC. PROVIDED, HOWEVER,
that the terms of this paragraph shall not be construed to release
EE&CC from liability for its error, omission or negligent act committed
prior to the mechanical completion of the PROJECT, or major portion
thereof.
5.2 PROTECTION OF THE WORK
EE&CC, at cost chargeable to the WORK and upon the direction of NPNG,
shall be responsible for and obligated to replace, repair, or
reconstruct the PROJECT or any material, equipment, or supplies
furnished by EE&CC which were intended for incorporation into the
PROJECT which are lost, damaged or destroyed prior to the transfer of
care, custody and control of the PROJECT or unit thereof to NPNG in
accordance with Section 7.1 hereof.
5.3 LIMITATIONS OF LIABILITY
Notwithstanding any other provisions hereof to the contrary, EE&CC
assumes no obligations to NPNG with respect to any indemnification,
and/or damage or loss to property caused by the perils of war,
insurrection, revolution, nuclear reaction, or other like perils as may
be excluded under the insurance provided pursuant to Article VI
hereafter.
To the fullest extent permitted by law, the total liability, in the
aggregate, of EE&CC to NPNG for any and all claims, losses, costs or
damages whatsoever arising out of, resulting from or in any way related
to the Work or the Agreement from any cause or causes, including but
not limited to the negligence, professional errors or omissions, strict
liability or breach of contract or warranty (express or implied) of
EE&CC shall not exceed $10,000,000.00.
NPNG shall not be liable to EE&CC and EE&CC shall not be liable to NPNG
for any special, indirect, punitive or consequential damages,
including, without limitation, loss of profit, loss of product, and
loss of use, arising out of the performance of this AGREEMENT
irrespective of either party's fault or negligence.
In the event this AGREEMENT is construed to be entered into on behalf
of NBPL, NBPL's liability for all claims arising from and out of the
terms of this AGREEMENT shall be limited to the assets of NBPL. EE&CC
agrees that exercise of any and all rights
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or remedies at law or in equity against the individual partners of
NBPL by EE&CC, its successors, assigns and representatives, is hereby
expressly waived.
ARTICLE VI
INSURANCE
6.1 EE&CC'S COMMITMENT
Except as expressly stated otherwise elsewhere in this AGREEMENT and
before any part of the WORK is commenced, EE&CC or its subcontractors,
if any, shall cause insurance coverage to be issued and maintained
during the entire progress of the WORK in amounts not less than those
insurance coverages set forth below, or shall maintain a self-insurance
program with appropriate adjustment expense charges for such amounts
required, which shall not exceed the expense of coverage commercially
available.
a. Workers' Compensation and Employers' Liability Insurance - EE&CC
agrees to comply with Worker's Compensation laws of the state
where any portion of the WORK is performed and maintain a Workers
Compensation and Employers Liability policy. This policy shall be
endorsed to provide: all states coverage, voluntary compensation
coverage, and occupational disease. If the WORK is to be conducted
in North Dakota, Vendor will maintain North Dakota
state-controlled Worker's Compensation policy. The employer's
liability (StopGap) insurance requirements are also applicable to
North Dakota and are not included with the state controlled
Worker's Compensation policy. If any portion of the WORK is to be
performed on or near navigable waters, the policy shall include
United States Longshoremen's and Harbor Workers' Act, Death on the
High Seas, Xxxxx Act, and all shall contain endorsement for
borrowed servants. In the event the Vendor is a non US Vendor and
the work is being performed in a non US location Vendor shall
obtain and maintain equivalent insurance comparable to this
Workers Compensation Insurance as required by the laws of that
location.
Workers' Compensation Statutory
Employers Liability $1,000,000 Each Accident (Minimum)
$1,000,000 Disease - Each Employee
b. Comprehensive General Liability Insurance - Comprehensive General
Liability insurance, endorsed to provide coverage for: Explosion,
Collapse and Underground Damage to property of others; Contractual
Liability (particularly the applicable provisions of Article XII
of this Agreement subject to standard policy terms and
conditions), Contractor's Protective Liability (if subcontracting
is authorized) and Products and Completed Operations (for a
minimum of two (2) years after completion of the WORK). Watercraft
exclusions deleted (if the WORK necessitates the use of watercraft
of any kind).
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General Aggregate $1,000,000 (Minimum)
(Other Than Products Completed Operations)
Products-Completed Operations Aggregate $1,000,000
Personal & Advertising Injury $1,000,000 (Minimum)
Each Occurrence $1,000,000 (Minimum)
Fire Damage (Any One Fire) $ 50,000 (Minimum)
Medical Expenses (Any One Person) $ 5,000 (Minimum)
c. Comprehensive Automobile Liability Insurance - Comprehensive
Automobile Liability Insurance which shall include coverage for
all owned, non-owned and hired vehicles.
Automobile Liability $1,000,000 Combined Single
Limit Each Occurrence (Minimum)
d. Excess Umbrella Liability Insurance -
Bodily Injury and $9,000,000 Combined Single Limit
Property Damage Each Occurrence (Minimum)
e. Aircraft Liability Insurance - Aircraft Liability insurance which
shall be endorsed to provide coverage for owned and non-owned
aircraft if the WORK necessitates the use of aircraft of any kind.
The above insurance policies will provide the following limits of
liability:
Bodily Injury and Property Damage $10,000,000 Combined Single Limit
Including Passenger Liability
Passenger Voluntary Settlement $150,000 Per Person
6.2 NPNG'S COMMITMENT
During the period of performance of the WORK covered, NPNG shall obtain
and maintain minimum insurance policies as follows:
a. "All Risk" Builder's Risk Insurance protecting the respective
interests of NBPL, EE&CC and EE&CC's subcontractors covering
physical loss or damage during the course of construction to the
PROJECT and any material, equipment, or supplies furnished by
EE&CC, but not including EE&CC's tools and equipment, for the
PROJECT, while at the jobsite awaiting and during construction and
until acceptance of Care, Custody and Control of the PROJECT by
NPNG as hereinafter provided, or until termination of the WORK,
whichever event shall first occur. This insurance shall be
maintained to cover the value of the PROJECT or units thereof
progressively at risk, and shall name NBPL, NPNG, EE&CC and
EE&CC's subcontractors as insured as interest may appear with
deductible provisions as mutually agreed in writing.
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b. Notwithstanding the provisions of Section 6.2(a), NPNG may, at its
sole option and risk, waive its requirements to obtain "All Risk"
Builders Risk Insurance, for line pipe to be incorporated in
PROJECT.
6.3 OTHER INSURANCE
a. NPNG may at its option provide an Owner Controlled Insurance
Program (OCIP) which will include all or part of the insurance
coverage specifically required to be taken out by EE&CC under
Section 6.1 hereof; and all or part of the insurance coverage
which would normally be required of vendors and other contractors
or subcontractors. EE&CC agrees to supply to NPNG whatever
reasonable information it possesses which may be needed by NPNG to
evaluate the implementation of an OCIP. Upon written notification
of NPNG's election to provide an OCIP, EE&CC will promptly adjust
its insurance coverages to conform to the OCIP and will include
the terms of such OCIP into any purchase orders or contracts
prepared by EE&CC. .
b. EE&CC, at costs chargeable to the WORK, shall provide such
additional insurance coverage during performance of the WORK as
NPNG may hereafter from time to time deem necessary and require.
6.4 CERTIFICATE OF INSURANCE
Each party shall furnish the other with certificates or other
documentary evidence showing that the insurance to be carried by each
in accordance with Sections 6.1, 6.2 and 6.3 hereof has been arranged
for. Such certificates shall provide that thirty (30) days' written
notice shall be given to NPNG and EE&CC prior to the effective date of
any change or cancellation of any policy.
6.5 SUBROGATION
a. EE&CC hereby waives any right of action against NPNG or NBPL to
which its insurer(s) would have a right of subrogation, but for
such waiver.
b. NBPL and NPNG hereby waive any right of action against EE&CC to
which its insurer(s) would have a right of subrogation, but for
such waiver for the following policies of insurance currently in
place:
(i) Property and Builder's Risk.
(ii) Workers' Compensation and Employers' Liability.
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ARTICLE VII
TRANSFER AND ACCEPTANCE
7.1 MECHANICAL COMPLETION
a. "Mechanical Completion" means, with respect to the PROJECT or any
major component thereof, the substantial completion of the Work
relating thereto, in accordance with Exhibit A, to include the
installation of each loop line or pipeline, each compressor
station and its major equipment, each side valve and gas
measurement facility, wiring, controls, and safety systems;
ensuring that such major equipment and such operating systems are
individually cleaned, leak checked, lubricated, and point-to-point
checked to verify that such equipment and such related operating
systems have been correctly installed so as to respond to
simulated test signals equivalent to actual signals received
during operation, adjustment and testing and may be so operated,
adjusted and tested without damage thereto or to any other
property and without injury to any person. Mechanical Completion
with respect to each loop line or pipeline, each compressor
station, and each side valve and gas measurement facility, will be
considered as having been achieved notwithstanding that some minor
amount of work, such as the finish of insulation or painting,
remains to be done thereto, or that some deficiency not affecting
the operation or safety thereof requires correction as agreed by
NPNG.
b. Prior to Mechanical Completion, of the PROJECT, or any major
component thereof, EE&CC shall on written notice to NPNG and in
the presence of authorized representatives of each, conduct the
checkout and verification in accordance with procedures as agreed
to between NPNG and EE&CC. NPNG shall give EE&CC written notice
that said checkout and verification are either satisfactory or
unsatisfactory. If such notice is not given by NPNG within
fourteen (14) days from the date of written notice, said checkout
and verification shall be deemed to have been satisfactory. In the
event that said checkout and verification are unsatisfactory,
EE&CC shall make such adjustments as are necessary and shall
repeat said checkout and verification until satisfactory to
Company.
c. Upon the PROJECT, or any major component thereof achieving
Mechanical Completion, NPNG shall assume care, custody and control
of the PROJECT, or major component thereof. Operation of the
PROJECT, or any major component thereof after NPNG's assumption of
care, custody and control, but prior to acceptance pursuant to
this Article VII, shall be under the control and direction of
NPNG. EE&CC shall assist NPNG after the facilities have been
placed in operation in providing oversight for such items as field
calibration of equipment.
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7.2 ACCEPTANCE
a. When EE&CC is of the opinion that construction of the PROJECT, or
any major component thereof, is completed, EE&CC shall so notify
NPNG in writing. Upon receipt of such notification NPNG shall
inspect the PROJECT, as soon as reasonably practicable, or any
major component thereof, and shall furnish EE&CC with written
notice of acceptance of completion, or alternately, furnish EE&CC
with a statement setting forth in which respect NPNG considers the
work hereunder has not been accomplished. If NPNG fails to so
notify EE&CC within thirty (30) working days after receipt of
EE&CC's notification, EE&CC's WORK with respect to the PROJECT, or
any major component thereof, shall be deemed to be accepted
without written notice of acceptance of completion.
b. Acceptance of completion of EE&CC's WORK hereunder by NPNG shall
not relieve EE&CC of the guarantees contained in Article IV
hereof.
ARTICLE VIII
APPLICABLE REGULATIONS
8.1 GOVERNMENT REGULATIONS
a. This AGREEMENT is subject to, and EE&CC agrees to abide by and
observe all provisions of applicable laws, executive orders and
regulations imposed by governmental authorities with jurisdiction.
b. EE&CC agrees to pay all contributions and taxes payable under
federal and state social security acts, unemployment compensation
laws and income tax laws which arise on account of EE&CC's
employees' performance of services hereunder.
c. EE&CC agrees to indemnify NPNG from any tax, interest, or penalty
which NPNG may be required by law to pay on account of EE&CC's or
subcontractors' failure to comply with Federal or State law or the
rules and regulations of administrative officials or boards
charged with the enforcement of the Federal and State acts
referred to above.
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ARTICLE IX
TERMINATION AND SUSPENSION
9.1 TERMINATION
a. NPNG may terminate this AGREEMENT upon ten (10) days written
notice. In the event of such termination, EE&CC shall promptly
deliver to NPNG all PROJECT information prepared by EE&CC under
this AGREEMENT. EE&CC shall, unless the notice directs otherwise,
immediately discontinue the WORK and shall, if requested, make
every reasonable effort to procure cancellation of all existing
purchase orders or subcontracts upon terms satisfactory to NPNG.
b. EE&CC may terminate this AGREEMENT if NPNG, within fifteen (15)
days after receipt of notice from EE&CC, (1) fails to make any
payment which is uncontested and due under the terms of this
AGREEMENT, or (2) fails to commence proceedings satisfactory to
EE&CC to correct any other substantial breach of this AGREEMENT or
to correct any default, including NPNG's having become insolvent
or bankrupt, having made a general assignment for the benefit of
creditors, having brought or having had brought against it any
action seeking its reorganization, arrangement, composition,
readjustment, liquidation, dissolution or seeking the appointment
of a receiver or trustee to conduct its business under the Federal
Bankruptcy Act or under any similar federal or state statute.
c. Upon termination, pursuant to Sections 9.1(a) or 9.1(b) above, the
parties agree (1) that the obligations of this AGREEMENT shall
continue as to WORK already performed and as to bona fide
obligations assumed by EE&CC prior to date of termination and (2)
that EE&CC shall be entitled to payment of reimbursable costs as
provided in Article III of this AGREEMENT to the effective date of
termination, and such reimbursable costs as EE&CC is obligated to
expend or pay to others in closing down the WORK.
9.2 SUSPENSION OF WORK
a. NPNG may at any time, with or without cause, suspend performance
of all or any part of the WORK by giving not fewer than ten (10)
working days written notice to EE&CC. Such notice shall specify
the portion of the WORK suspended. Such suspension may be
continued by NPNG for a period of six (6) months or for any longer
period upon which the parties may agree. NPNG may during such
period notify EE&CC to resume all or part of the work suspended.
Resumption of the suspended work shall commence within ten (10)
days after notice to resume and EE&CC shall use all reasonable
efforts to resume said work within such ten (10) day period or as
soon thereafter as possible.
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EE&CC shall be entitled to reimbursement of all reasonable costs,
including costs paid to others which it incurs in order to
maintain its ability to resume work promptly upon notification by
NPNG.
b. At any time during the suspension period, NPNG may terminate the
WORK as provided for in Section 9.1 hereof. EE&CC may, at its sole
option, terminate the WORK at the end of the six month period
referred to in Section 9.2(a) or at the end of any longer period
upon which the parties have agreed. In the event of termination in
accordance with this Section 9.2(b), the provisions of Section
9.1(c) will apply.
ARTICLE X
GENERAL PROVISIONS
10.1 INDEPENDENT CONTRACTOR
Except as otherwise may be provided herein, EE&CC shall be an
independent contractor with respect to the WORK to be performed
hereunder. Neither EE&CC nor its subcontractors, nor the employees of
either, shall be deemed to be servants, employees or agents of NPNG.
10.2 NPNG'S RIGHTS OF APPROVAL
a. Prior to initiating work (other than that required to establish
policies, procedures and systems) for major activities, EE&CC
shall prepare and obtain approval of NPNG for the policies,
procedures and systems to be used in the WORK. Without limiting
the foregoing, NPNG specifically identifies the following for NPNG
approval:
ROW AND PERMITS
i. Right of Way Acquisition Policy and Payment Schedules
ii. Any Right of Way Acquisition Policy Deviation
iii. Any Permit with Non-Standard or Unusual Cost or Condition
iv. Public Meetings
v. Condemnations
ENVIRONMENTAL
i. Environmental Consultants or Contractors
ii. All Environmental Permits
iii. Project Environmental Plan
iv. Environmental Training Documents
v. Any Land Offset
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COST AND SCHEDULE
i. Original Project Estimate and Schedule
ii. Cost or Schedule Deviations
PUBLIC RELATIONS
i. Public Statements or Releases
MISCELLANEOUS
i. Insurance
ii. Safety Plan
b. NPNG shall have the right to approve and adjust EE&CC's list of
vendors and contractors and EE&CC shall let purchase orders for
material and equipment and subcontracts only to such vendors and
contractors. NPNG shall have the right to approve any individual
purchase order or contract prior to letting, provided that it has
notified EE&CC of its desire to exercise this right at the time of
its approval of the list of bidders and/or subcontractors. Without
negating any future exercise of these rights, NPNG specifically
identifies the following as activities requiring NPNG's prior
approval:
PURCHASES
i. Pipe, 24" OD and larger
ii. Compressor Packages
iii. Coolers and Scrubbers
iv. Valves, 24" and larger
v. All Check Valves in natural gas service
vi. Fittings 24" and larger (also Flanges)
CONSTRUCTION
i. Bidders Lists
ii. Contract Awards
iii. Mobilization and Release of Construction Contractors
iv. Construction Contracts and Amendments
v. Work Change Orders over $50,000
vi. Senior Field Construction and Environmental Inspectors
c. NPNG shall have the right to approve equipment specifications, bid
tabulations, alignment sheets, piping and instrument drawings,
electrical and line drawings, and all
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construction drawings prior to their use in the performance of the
WORK, including, without limitation, the following:
ENGINEERING
i. Design Basis Manual
ii. Engineering Design
iii. Project and Construction Specifications
iv. Purchase Specifications for Pipe, Valves, Flanges and
Fittings 24" and larger
v. Purchase Specifications for Check Valves in natural gas
service
d. In order to take advantage of the approval rights contained in
this Section 10.2, NPNG shall, as provided in Section 2.2,
designate in writing a properly qualified individual who shall
have the right to act on NPNG's behalf, which representative shall
not be changed without prior written notice to EE&CC. Such
representative shall have the sole authority to provide the
necessary consents and approvals on behalf of NPNG. EE&CC shall
comply with all comments or changes requested by NPNG. Should NPNG
fail to give EE&CC its written comments, changes or approval of
any document submitted by EE&CC to NPNG for review within fourteen
(14) days after such submission, said document shall be deemed
approved by NPNG.
10.3 OWNERSHIP OF RECORDS AND MATERIALS
a. All plans, designs, studies, computer software, data, maps,
drawings, survey notes, specifications, construction records,
project accounting records, right-of-way and easement records,
purchasing records, tools, office equipment, files, field
instruments, and all other materials and documents (including
copies thereof) prepared or obtained by EE&CC in performing WORK
hereunder and for which NPNG has reimbursed EE&CC shall be the
property of NBPL, and shall as far as necessary be held in
temporary custody by EE&CC. Upon acceptance of the PROJECT or upon
termination of this AGREEMENT, all aforesaid data, documents,
programs, and materials shall be delivered to NPNG in the manner
reasonably requested by NPNG.
b. Title to all property, facilities, easements and leases acquired
by EE&CC for the PROJECT shall be taken, unless otherwise directed
by NPNG, in the name of Northern Border Pipeline Company. NPNG
shall have the right to inspect and accept or reject any such item
of property, and EE&CC shall make such disposition of a rejected
item as NPNG shall direct. Prior to disposition or salvage of any
item of NBPL property, EE&CC shall obtain NPNG's approval and
direction for disposition or salvage and shall remit to NPNG any
amount received for such disposition or salvage.
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10.4 PATENTS COMPUTER SOFTWARE AND COPYRIGHTS
a. EE&CC grants NBPL an irrevocable, nonexclusive royalty-free
license to use, or the right to authorize others to use, any
patents, patented products, inventions, know-how, computer
software or copyrighted or copyrightable material which was
developed by EE&CC prior to or independent of the WORK, which are
employed by EE&CC in the performance of the WORK, and the use of
which is required by NPNG in the performance of its obligations or
exercise of its right hereunder.
b. All patents, patented products, inventions, know-how, computer
software, or copyrighted or copyrightable material which was
developed as a direct result of the WORK or of any portion of the
WORK for which EE&CC has been reimbursed shall be assigned to NBPL
to the extent that EE&CC has the right to assign such ownership.
NBPL hereby grants to EE&CC a perpetual nonexclusive royalty-free
license to use such developments.
EE&CC represents that those of its employees who will be engaged
in the WORK have agreed to assign to EE&CC all discoveries,
inventions, improvements or copyrights resulting from their
employment by EE&CC. NPNG agrees that any costs, including legal
costs, which are incurred as a result of NBPL's desire to perfect
any patentable idea or invention or to obtain a copyright shall be
reimbursable under Article III hereof.
c. EE&CC agrees to notify NPNG promptly of any patent covering
processes, materials, composition of matter, or machinery or of
any copyright which relates to or which is alleged to relate to
the PROJECT and/or the WORK. Prior to the issuance of any purchase
order for or the entering into of any contract for the provision
of services covered by such patent or copyright, EE&CC shall
obtain NPNG's approval prior to the issuance of such purchase
order or contract. The right to use such patent or copyright shall
be obtained in the name of NBPL and NBPL shall assign its rights
under such patent or copyright to EE&CC to the extent required by
EE&CC in the performance of the WORK. Payments required to be made
for the rights to use such patent or copyright shall be made by
NPNG in accordance with the terms of Section 2.2(f) of this
AGREEMENT. If, after notification by EE&CC of the existence or
alleged existence of any patent or copyright which relates to the
PROJECT and/or the WORK, NPNG elects not to obtain the rights to
use such patent or copyright and directs EE&CC to proceed with the
WORK as though such patent or copyright had no validity, NPNG
agrees to indemnify EE&CC from all costs, including the cost of
litigation, which EE&CC incurs as a result of such instruction by
NPNG.
10.5 INSPECTION AND ACCESS
NPNG shall, at all times, have access to WORK wherever it is in
preparation or progress in order to inspect the WORK. Such inspection
by NPNG shall not be deemed to be a waiver of any of its rights
hereunder or of its rights to reject defective WORK.
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10.6 AUDIT AND MAINTENANCE OF RECORDS
a. NPNG, its agent and any authorized representative shall have the
right to inspect and audit all books, records or any other
supporting evidence (hereinafter referred to as "Records") of
EE&CC, its subsidiaries, affiliates and parent company that NPNG
deems necessary, in order to be in compliance with this AGREEMENT,
NPNG policies and procedures, regulatory authorities or other laws
and regulations. EE&CC, its subsidiaries, affiliates and parent
agree to maintain the Records deemed necessary by NPNG to
substantiate charges related to this AGREEMENT.
b. EE&CC shall require all subcontractors (including
sub-subcontractors) and material suppliers to comply with the
provisions of this article by inserting these requirements in a
written contract (or purchase order) with EE&CC.
c. NPNG, its agent and any authorized representative shall have
access to EE&CC's facilities, have access to all requested
Records, be allowed to interview any of EE&CC's employees, be
allowed to copy any requested Records, and be provided adequate
and appropriate work space at all reasonable times during EE&CC's
regular working hours.
d. The obligations and rights contained in this provision shall apply
throughout the term of this AGREEMENT and for a period of three
years after final payment, or longer if required by law.
10.7 REPORTS
EE&CC shall furnish such progress reports, schedules, financial and
cost reports and other reports concerning the WORK as NPNG may from
time to time require.
10.8 SURPLUS MATERIAL
It is understood that in performing work of the scope and complexity of
the WORK, it is necessary that certain surplus material be purchased.
The purchase price and transportation cost of such surplus materials
and the costs incurred by EE&CC arranging for the purchase and
transportation thereof shall be considered costs of the WORK to the
same extent as any materials incorporated into the PROJECT. EE&CC
shall, as soon as it is feasible to do so, determine and advise NPNG
what materials are surplus materials and thereafter shall dispose of
such materials as directed by NPNG and remit to NPNG the net proceeds
therefrom which proceeds shall be credited to the costs of PROJECT.
10.9 FORCE MAJEURE
Any delays in or failure of performance by either party hereto of its
duties hereunder (other than the payment of money), shall not
constitute default or give rise to any claims
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for damages if and to the extent such delays or failure of performance
are caused by occurrences beyond the control of the party involved,
including, but not limited to, acts of God or the public enemy;
expropriation or confiscation of facilities; compliance with any law,
or proclamation, regulation, ordinance or instruction of any
government or unit thereof, including Indian nations, having or
asserting jurisdiction; acts of war; rebellion or sabotage or damage
resulting therefrom; fires, floods, explosion, accidents, riots or
strikes, or any causes, whether or not of the same class or kind as
those specifically named above, which are not within the reasonable
control of the party involved and which, by the exercise of reasonable
diligence, the party involved is unable to prevent.
NPNG and EE&CC shall be excused from performance and shall not be
considered to be in default with respect to any obligation hereunder,
except the obligation to pay money in a timely manner for Work actually
performed or other liabilities actually incurred, if and to the extent
that its failure of, or delay in, performance is due to an event of
Force Majeure; provided, that:
a. NPNG or EE&CC (Affected Party) gives the other written notice
describing the particulars of the Force Majeure as soon as is
reasonably practicable but in no event later than five (5) Days
after the occurrence or commencement of such event;
b. The suspension of performance is of no greater scope and of no
longer duration than is reasonably required by the Force Majeure;
c. No obligations of the Affected Party which arose before the
occurrence causing the suspension of performance are excused as a
result of the occurrence;
d. The Affected Party uses its reasonable efforts to overcome or
mitigate the effects of such occurrence; and
e. When the Affected Party is able to resume performance of its
obligations under this Agreement, such Affected Party shall give
the other written notice to that effect and shall promptly resume
performance hereunder.
In the event that NPNG and EE&CC are unable in good faith to agree that
an event of Force Majeure has occurred, senior officers of NPNG and
EE&CC shall, within ten (10) days of notice by either party to the
other, meet to discuss and resolve such dispute. The Affected Party
shall have the burden of proof as to whether such Force Majeure (a) has
occurred, (b) was not a result of such Affected Party's or its
subcontractor's fault or negligence and (c) could not have been avoided
by due diligence or the reasonable efforts of such Affected Party or
its subcontractors.
10.10 WAIVER
If NPNG or EE&CC in any one or more instances does not insist on strict
performance of the terms of this AGREEMENT or does not exercise any
option herein conferred, it shall
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not be construed as a waiver or relinquishment in the future of any
such term or option and shall not relieve the other party of its
responsibilities under this AGREEMENT.
10.11 ASSIGNMENT
This AGREEMENT shall not be assignable by either party without the
prior written consent of the other party hereto, which consent shall
not be unreasonably withheld, except that it may be assigned without
such consent to the successor of either party, or to a person, firm, or
corporation acquiring all or substantially all of the business and
assets of such party which relate to the subject matter hereof, or to a
corporation which is owned by, or is the sole owner of, or which is
wholly owned by the sole owner of the assigning party. When duly
assigned in accordance with the foregoing, this AGREEMENT shall be
binding upon and shall inure to the benefit of the assignee; provided,
however, should the assignee fail to fully perform any of its
obligations hereunder, the assignor shall be obligated to perform same.
10.12. SEVERABILITY
In the event that any of the provisions, portions or applications of
this AGREEMENT are held to be unenforceable or invalid by any court of
competent jurisdiction, NPNG and EE&CC shall agree upon an equitable
adjustment in the provisions of this AGREEMENT with a view toward
effecting the purpose of this AGREEMENT and the validity and
enforceability of the remaining provisions, or portions, or
applications thereof shall not be affected thereby.
10.13 APPLICABLE LAW
This AGREEMENT shall be interpreted according to the laws of the State
of Nebraska.
10.14 EMPLOYMENT PRACTICES
EE&CC agrees that it shall be at all times during the term of this
Agreement, in full compliance with all applicable federal, state and
local statutes, rules and regulations, orders and guidelines, relative
to EE&CC's employment of employees and agents of EE&CC, including, but
not limited to: the Age Discrimination Employment Act of 1967; the
Americans with Disabilities Act of 1990; the Civil Rights Act of 1964,
as amended by the Civil Rights Act of 1991; the Fair Labor Standards
Act; the Occupational Safety and Health Act of 1970; the Rehabilitation
Act of 1973; the Equal Pay Act of 1963; the Immigration Reform and
Control Act of 1986; the Vietnam Era Veteran's Readjustment Assistance
Act of 1974; the Drug-Free Workplace Act (and any other statutes and
regulations dealing with drug testing); Executive Orders of the
President of the United States; and the regulations promulgated
pursuant to the above. To the extent that EE&CC furnishes supplies or
services which, in whole or in part, are necessary for the performance
of any United States government contract, EE&CC agrees that it shall
comply with all applicable state and federal affirmative action
obligations, unless otherwise
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exempted. To the extent applicable, EE&CC agrees to abide by Executive
Order 11246 and its requirements, which are incorporated herein by
reference and which appear at 41 C.F.R. Section 60-1.4(a)(1-7). In
addition, EE&CC agrees that, to the extent applicable, it shall comply
with all regulations regarding the handicapped and Vietnam Era
veterans which are found at 41 C.F.R. Section 60-250.4 and 41 C.F.R.
Section 60-741.4, respectively, and incorporated herein by reference.
EE&CC represents and warrants that it does not and will not maintain
any segregated facilities or engage in any discriminatory practices.
If applicable or unless otherwise exempted, EE&CC shall obtain
certifications from its subcontractors that they are and shall be at
all times during performance of covered Work in full compliance with
all of the above to the extent that such statutes, rules and
regulations, orders and guidelines are applicable. EE&CC agrees to pay
any government assessed penalties, fines, and charges, and associated
damages, costs, losses, expenses (including, without limitation, court
costs and attorneys' fees) of whatever kind which NPNG may incur, be
required to pay or be liable for as a result of, based on, in
connection with, related to or arising from EE&CC's or any of its
subcontractors' noncompliance with this Section 10.14.
10.15 NOTICES
All notices pertaining to this AGREEMENT shall be in writing and, if to
NPNG, shall be sufficient if sent registered mail to NPNG at the
following address:
Northern Plains Natural Gas Company
Attention: Xxxxxx X. Xxxx
0000 Xxxxx 000xx Xx.
Xxxxx, XX 00000-0000
and if to EE&CC shall be sufficient if sent Registered Mail to EE&CC
at the following address:
Enron Engineering & Construction Company
Attention: Xxxxx X. Xxxxxx
Three Xxxxx Center
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
cc: Xxxx Xxxxxx
10.16 CHANGES
This AGREEMENT may be changed by written amendment executed by the
parties in the same manner as the counterparts of this original
AGREEMENT.
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10.17 COMPLETE AGREEMENT
This AGREEMENT, as defined in Section 1.1 constitutes the entire
agreement between NPNG and EE&CC, and there are no terms, conditions,
or provisions, either oral or written, between the parties hereto other
than those herein contained, and this AGREEMENT supersedes any and all
oral or written representations, inducements or understandings of any
kind or nature between the parties hereto relating to the WORK.
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be
executed on the date first above appearing.
ENRON ENGINEERING & NORTHERN PLAINS NATURAL
CONSTRUCTION COMPANY GAS COMPANY
By: /s/ XXXXX XXXX By: /s/ XXXXX X. XXXXXX
--------------------------- -------------------------------
Name: Xxxxx Xxxx Name: Xxxxx X. XxXxxx
------------------------- -----------------------------
Title: President Title: President
------------------------ ----------------------------
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EXHIBIT A
NORTHERN BORDER PIPELINE COMPANY
DESCRIPTION OF PROJECT
LOCATION OF FACILITY ADDITIONS/MODIFICATIONS TO THE EXISTING
NORTHERN BORDER SYSTEM
Loop Line:
147.0 miles, 36-inch x .375-inch wall, X-70, 1050 Psig MAOP design loop line.
The 36-inch pipeline will loop the existing 30-inch pipeline that extends from
Ventura to Xxxxxx.
Compressor Stations:
Compressor Xxxxxxx Xx. 0, Xxxxxxxx 00.0, Xxxxxx Xxxxxx, Xxxxxxx: Nominal 35,000
horsepower gas turbine/centrifugal compressor package and gas cooling.
Compressor Xxxxxxx Xx. 0, Xxxxxxxx 000.0, Xxxxxxxxx Xxxxxx, Xxxxxxx: Replace the
compressor wheel and internals on the existing centrifugal gas compressor.
Compressor Xxxxxxx Xx. 0, Xxxxxxxx 000.0, Xxxxxxxxx Xxxxxx, Xxxxxxx: Nominal
35,000 horsepower gas turbine/centrifugal compressor package and gas cooling
Compressor Station No. 4, Milepost 217.2 in XxXxxxxx County, North Dakota.
Replace the compressor wheel and internals on the existing centrifugal gas
compressor.
Compressor Xxxxxxx Xx. 0, Xxxxxxxx 000.0, Xxxx Xxxxxx, Xxxxx Xxxxxx: Nominal
35,000 horsepower gas turbine/centrifugal compressor package and gas cooling.
Compressor Xxxxxxx Xx. 0, Xxxxxxxx 000.0, Xxxxxx Xxxxxx, Xxxxx Xxxxxx: Replace
existing nominal 20,000 horsepower gas turbine with a nominal 35,000 horsepower
gas turbine and add gas cooling. Replace the compressor wheel and internals on
the existing centrifugal compressor.
Compressor Xxxxxxx Xx. 0, Xxxxxxxx 000.0, Xxxxxx Xxxxxx, Xxxxx Xxxxxx: Nominal
35,000 horsepower gas turbine/centrifugal compressor package and gas cooling.
Compressor Xxxxxxx Xx. 0, Xxxxxxxx 000.0, XxXxxxxx Xxxxxx, Xxxxx Xxxxxx: Replace
existing nominal 20,000 horsepower gas turbine with a nominal 35,000 horsepower
gas turbine and add gas cooling. Replace the compressor wheel and internals on
the existing centrifugal compressor.
Compressor Xxxxxxx Xx. 0, Xxxxxxxx 000.0, Xxxxxxx Xxxxxx, Xxxxx Xxxxxx: Replace
existing nominal 20,000 horsepower gas turbine with a nominal 35,000 horsepower
gas turbine. Replace the compressor wheel and internals on the existing
centrifugal compressor.
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Compressor Xxxxxxx Xx. 00, Xxxxxxxx 000.0, Xxxxx Xxxxxx, Xxxxx Xxxxxx: Replace
existing nominal 20,000 horsepower gas turbine with a nominal 35,000 horsepower
gas turbine and add gas cooling. Replace the compressor wheel and internals on
the existing centrifugal compressor.
Compressor Xxxxxxx Xx. 00, Xxxxxxxx 000.0, Xxxxx Xxxxxx, Xxxxx Xxxxxx: Nominal
35,000 horsepower gas turbine/centrifugal compressor package and gas cooling.
Compressor Xxxxxxx Xx. 00, Xxxxxxxx 000.0, Xxxx Xxxxxx, Xxxxxxxxx: Nominal
35,000 horsepower gas turbine/centrifugal compressor package and gas cooling.
Compressor Xxxxxxx Xx. 00, Xxxxxxxx 000.0, Xxxxxx Xxxxxx, Xxxxxxxxx: Replace
existing nominal 20,000 horsepower gas turbine with a nominal 35,000 horsepower
gas turbine and add gas cooling. Replace the compressor wheel and internals on
the existing centrifugal compressor.
Compressor Xxxxxxx Xx. 00, Xxxxxxxx 000.0, Xxxxxx Xxxxxx, Xxxx: One 6,500
horsepower electric drive/centrifugal compressor package.
Gas Measurement:
Install two additional 12-inch turbine meter runs at the Xxxxxx Meter Station.
LOCATION OF EXTENSION FACILITIES
Pipelines:
223.7 miles, 36-inch x .375-inch wall, X-70, 1050 Psig MAOP design pipeline. The
36-inch pipeline will extend from Xxxxxx to a point near Manhattan, Illinois.
2.6 miles, 30-inch x .3125-inch wall, X-70, 1050 Psig MAOP design pipeline. The
30-inch pipeline will extend from the terminus of the proposed 36-inch extension
at a point near Manhattan to the proposed Manhattan South Meter Station.
16.8 miles, 30-inch x .3125-inch wall, X-70, 1050 Psig MAOP design pipeline. The
30-inch pipeline will extend from the terminus of the proposed 36-inch extension
at a point near Manhattan to the proposed Manhattan North Meter Station.
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Compressor Stations:
Compressor Station No. 17, Milepost 1060.9 in Xxxxx County, Iowa: One 12,000
horsepower electric drive/centrifugal compressor package and gas cooling. Side
Valves/Measurement:
12-inch side valve and gas measurement near Iowa City, Iowa, Milepost 995.6 in
Washington County, Iowa.
12-inch side valve and gas measurement near Davenport, Iowa, Milepost 1053.9 in
Xxxxx County, Iowa.
6-inch side valve near Bettendorf, Iowa, Milepost 1056.9 in Xxxxx County, Iowa.
12-inch side valve and gas measurement near Prophetstown, Illinois, Milepost
1086.7 in Xxxxx County, Illinois.
16-inch side valve near Kasbeer, Illinois, Milepost 1114.1 in Bureau County,
Illinois.
20-inch side valve and gas measurement near Xxxx Grove, Illinois, Milepost
1129.7 in LaSalle County, Illinois.
24-inch side valve and gas measurement near Minooka, Illinois, Milepost 1174.3
in Grundy County, Illinois.
20-inch side valve and gas measurement near Channahon, Illinois, Milepost 1181.0
in Will County, Illinois.
24-inch side valve and gas measurement near Joliet, Illinois, Milepost 1192.4 in
Will County, Illinois.
Gas measurement at the terminus of the South 30-inch extension, Manhattan South,
Milepost 1195.0 in Will County, Illinois.
Gas measurement at the terminus of the North 30-inch extension, Manhattan North,
Milepost 1209.2 in Xxxx County, Illinois.
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EXHIBIT B
A. COMPENSATION
NPNG will compensate EE&CC for all costs incurred in performing the
WORK as described in the Agreement, including:
1. The direct costs for employees time, whether the employee is in an
exempt or non-exempt position and, if non-exempt, is paid for
overtime worked; and
2. Costs paid to third party contractors; and
3. Payroll burden (i.e. payroll taxes, insurance, off-duty time, and
employee benefit plans); and
4. An amount for employee incentive compensation subject to
adjustment to actual amount paid as provided in "A.7." below; and
5. Overhead (general and administrative expense (i.e. corporate
officers, personnel, public relations, legal, finance and
accounting, receptionists, janitorial, advertising personnel, desk
top computers and printers, non-PROJECT related rent, utilities,
depreciation and other overheads relating to salaries not directly
chargeable to projects), office supplies, all copies of
correspondence, specifications and plans, training not specific to
the Project, local and long distance telephone calls, facsimile,
postage, insurance, and real estate and franchise taxes); and
6. Out-of-pocket expenses incurred by EE&CC that are directly
chargeable to the WORK and rendered pursuant to this AGREEMENT and
not included in the compensation under Section A.1. - A.5. above.
Out-of-pocket expenses shall be actual costs paid.
Out-of-pocket expenses shall specifically include:
a. Rent for office space dedicated specifically to EE&CC
employees and third party contractors assigned to the WORK;
and
b. PROJECT travel and living expenses in accordance with EE&CC'S
standard travel and expense policies for all EE&CC personnel
and employees of third party contractors assigned to the WORK
(supported by travel expense reports and receipts); and
c. Expenses associated with the establishment and operation of
field PROJECT offices and facilities; and
d. Other direct expenses related to the WORK, but only if
supported by receipts or other supporting documentation.
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7. The incentive compensation billed in item A.4 above and the
overhead allowance in item A.5 above shall be subject to an annual
adjustment to reflect actual costs incurred and paid by EE&CC and
as approved by NPNG. EE&CC will provide NPNG with documentation
sufficient to justify such adjustment. Such adjustment shall be
calculated before March 31 following the close of each calendar
year.
B. PAYMENT
1. EE&CC will submit each month, invoices for the portion of the Work
performed on the PROJECT during the prior month. EE&CC shall
submit with each invoice such reasonable detail and documentation
sufficient to support the amount invoiced as NPNG may require.
Every invoice shall be submitted to:
Northern Plains Natural Gas
Attn: Xxxxxx Xxxx
0000 Xxxxx 000xx Xxxxxx
Xxxxx, XX 00000
2. EE&CC shall submit to NPNG an invoice conforming with NPNG's
invoice and documentation requirements. NPNG shall, within twenty
(20) days of receipt of such invoice, pay to EE&CC via wire
transfer the approved amount (calculated as the invoiced amount,
less any disputed amounts); provided, however, that payment of any
invoices or portions of invoices shall not prejudice the right of
NPNG to protest or question the correctness thereof or compliance
of the WORK or any portion thereof with the AGREEMENT or prejudice
or constitute a waiver of any right of Company hereunder. Any
amount questioned by either party and found to be in such party's
favor shall be refunded or paid, as appropriate.
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EXHIBIT C
NPNG
To whom it may concern,
Pursuant to a contract effective as of March 1, 1996, executed by and between
Northern Plains Natural Gas Company ("NPNG") and Enron Engineering &
Construction Company ("EE&CC") covering certain WORK for that certain pipeline
and compressor project commonly known as the Chicago Project, NPNG authorized
EE&CC:
". . . to be responsible to procure in the name of NBPL, and arrange for
the delivery of equipment and materials to be installed on PROJECT, and to
supervise and direct the inspection of the construction of PROJECT and to
execute contracts, purchase orders, change orders, correspondence and other
documents in the name of NPNG necessary and incidental to these duties. . .
.
EE&CC shall . . . prepare bids and/or negotiate on NPNG's behalf all
purchase orders and construction contracts relating to the PROJECT. . . ".
Please direct any issues with respect to the authority set forth above to the
undersigned at (402)-398-______.
"NPNG"
By:
-----------------------------
Title:
--------------------------
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