Exhibit 10.8
TURNKEY ENGINEERING, PROCUREMENT AND
CONSTRUCTION AGREEMENT
by and between
LSP Energy Limited Partnership
as Owner
and
BVZ Power Partners - Batesville
as Contractor
Dated as of July 22, 1998
1
TABLE OF CONTENTS
Page
----
ARTICLE 1. DEFINITIONS.......................................................1
ARTICLE 2. RELATIONSHIP OF OWNER, CONTRACTOR AND SUBCONTRACTORS.............15
2.1. Status of Contractor................................................15
2.2. Subcontractors......................................................15
2.3. Data From Subcontractors............................................16
ARTICLE 3. CONTRACTOR'S RESPONSIBILITIES....................................17
3.1. Facility Design and Construction....................................17
3.2. Subcontractors......................................................18
3.3. Control of the Work.................................................18
3.4. Related Costs.......................................................18
3.5. Operator Orientation................................................18
3.6. Clean-up............................................................18
3.7. Safety..............................................................19
3.8. Reasonable Access...................................................19
3.9. Emergencies.........................................................19
3.10. License............................................................20
3.11. Approvals, Certificates, Permits, and Licenses.....................20
3.12. Compliance with Laws...............................................20
3.13. Status Reports.....................................................21
3.14. Taxes..............................................................21
3.15. Owner's Right to Inspect; Correction of Defects....................21
3.16. Procurement........................................................22
3.17. Assistance.........................................................23
3.18. Publicity..........................................................24
3.19. Personnel - General................................................24
3.20. Project Executive..................................................24
3.21. Approval of Key Personnel..........................................25
3.22. Spare Parts........................................................25
3.23. Final Manuals and Record Drawings..................................26
3.24. Interconnection....................................................26
3.25. Contractor Consumables.............................................26
3.26. Fire Prevention....................................................26
3.27. First Aid Facilities...............................................27
3.28. Environmental Conditions...........................................27
3.29. Site Conditions....................................................27
3.30. Owner's Field Office...............................................28
3.31. Responsibility for Work, Security and Property.....................28
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3.32. Commercial Activities..............................................28
3.33. Illumination.......................................................29
3.34. Explosives.........................................................29
3.35. Consumables Assistance.............................................29
3.36. Coordination of Final Acceptance Tests.............................29
3.37. Coordination of Early Substantial Completion.......................30
ARTICLE 4. OWNER'S RESPONSIBILITIES.........................................30
4.1. Owner Consumables...................................................30
4.2. Payment.............................................................31
4.3. Access to Site......................................................31
4.4. Owner Approvals, Certificates, Permits, and Licenses................31
4.5. Owner Taxes.........................................................31
4.6. Owner Operating Personnel...........................................32
4.7. Interconnection.....................................................32
4.8. Approval of Engineering Drawing.....................................32
4.9. Owner's Project Manager.............................................33
4.10. Waste Disposal.....................................................33
4.11. Spare Parts........................................................33
4.12. Acceptance of Electricity..........................................34
4.13. Cooperation in Purchase Order Administration.......................34
ARTICLE 5. COMMENCEMENT OF WORK.............................................34
5.1. Commencement of Work................................................34
5.2. Schedule............................................................34
5.3. Limited Notice to Proceed...........................................35
ARTICLE 6. CHANGE ORDERS; FORCE MAJEURE.....................................35
6.1. Change Orders.......................................................35
6.2. Request by Owner....................................................35
6.3. Request By Contractor...............................................36
6.4. Price and Schedule Adjustments for Change Order Work................37
6.5. Force Majeure.......................................................37
ARTICLE 7. MAXIMUM PRICE; CONTRACT PRICE; PAYMENTS TO CONTRACTOR............38
7.1. Maximum Price; Contract Price.......................................38
7.2. Progress Payments...................................................38
7.3. Final Acceptance Test Completion Payment............................39
7.4. Final Completion Payment............................................40
7.5. Payments Not Acceptance of Work.....................................41
7.6. Payments Withheld...................................................41
7.7. Payment of Subcontractors...........................................42
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7.8. Liens...............................................................42
7.9. Late Payments.......................................................43
ARTICLE 8. TITLE AND RISK OF LOSS...........................................43
8.1. Clear Title.........................................................43
8.2. Risk of Loss........................................................43
ARTICLE 9. INSURANCE........................................................44
ARTICLE 10. COMPLETION......................................................44
10.1. Mechanical Completion; Substantial Completion; Final Acceptance Test
Completion...............................................................44
10.2. Notice of Substantial Completion...................................49
10.3. Punchlist. Concurrent with the submission of any Certificate of
Substantial Completion by Contractor,....................................50
10.4. Notice of Final Acceptance Test Completion.........................50
10.5. Final Completion...................................................51
10.6. Right of Waiver....................................................51
10.7. Long-Term Obligations..............................................51
10.8. Operating Revenues.................................................51
ARTICLE 11. WARRANTY AND GUARANTY...........................................52
11.1. Contractor's Warranty..............................................52
11.2. Remedy.............................................................52
11.3. Vendor Warranties..................................................53
11.4. Warranty Limitations...............................................54
ARTICLE 12. ACCEPTANCE TESTING AND SCHEDULE AND PERFORMANCE GUARANTEES......54
12.1. Guarantee of Timely Completion.....................................54
12.2. Delays Caused by Contractor........................................54
12.3. Schedule Bonus.....................................................55
12.4. Acceptance Tests...................................................55
12.5. Setoff; Payment of Liquidated Damages..............................65
ARTICLE 13. LIMITATIONS ON LIABILITY; BONUSES...............................65
13.1. Limitation of Liquidated Damages...................................65
13.2. Limitations of Bonuses.............................................65
13.3. Maximum Liability..................................................65
13.4. Consequential Damages..............................................66
13.5. Releases Valid in All Events.......................................66
13.6. Liquidated Damages Not Penalty.....................................66
13.7. No Implied Warranties..............................................67
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ARTICLE 14. CONTRACTOR'S REPRESENTATIONS....................................67
14.1. Corporate Standing.................................................67
14.2. No Violation of Law; Litigation....................................67
14.3. Consents; Licenses.................................................68
14.4. No Breach..........................................................68
14.5. Partnership Action.................................................68
14.6. Qualifications.....................................................68
ARTICLE 15. OWNER'S REPRESENTATIONS.........................................69
15.1. Corporate Standing.................................................69
15.2. Litigation.........................................................69
15.3. No Breach..........................................................69
15.4. Partnership Action.................................................69
ARTICLE 16. DEFAULT AND TERMINATION.........................................70
16.1. Default by Contractor..............................................70
16.2. Optional Termination by Owner......................................73
16.3. Termination by Contractor..........................................74
16.4. Suspension of the Work.............................................75
ARTICLE 17. INDEMNITIES.....................................................76
17.1. General Indemnity..................................................76
17.2. Patent Indemnification.............................................77
17.3. Effect of Owner's Actions..........................................77
17.4. No Limitation of Contractor's Obligation...........................77
17.5. Tax Indemnity......................................................78
17.6. Availability Reimbursement. (a)...................................78
ARTICLE 18. DISPUTE RESOLUTION..............................................79
18.1. Procedure..........................................................79
18.2. Litigation and Submission to Jurisdiction..........................80
18.3. Continuation of Work...............................................80
ARTICLE 19. MISCELLANEOUS PROVISIONS........................................81
19.1. Entire Agreement...................................................81
19.2. Amendments.........................................................81
19.3. Joint Effort.......................................................81
19.4. Captions...........................................................81
19.5. Notice.............................................................82
19.6. Severability.......................................................83
19.7. Confidentiality....................................................83
19.8. Assignment.........................................................84
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19.9. No Waiver..........................................................85
19.10. APPLICABLE LAW....................................................85
19.11. Successors and Assigns............................................85
19.12. Exhibits..........................................................85
19.13. Obligations.......................................................85
19.14. Financing Assistance..............................................86
19.15. Further Assurances................................................86
19.16. Priority..........................................................86
19.17. Counterparts......................................................87
19.18. Lender Approval...................................................87
19.19. Non-Recourse......................................................87
19.20. Joint and Several Liability.......................................87
ARTICLE 20. INFRASTRUCTURE..................................................88
20.1. Intention..........................................................88
20.2. Engineering and Design.............................................88
20.3. Payments...........................................................90
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EXHIBIT INDEX
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Exhibit A -- Acceptance Tests
Exhibit B -- Form of Certificate of Substantial Completion
Exhibit C -- Form of Certificate of Final Acceptance Test Completion
Exhibit D -- Form of Final Completion Certificate
Exhibit E-1 -- Form of Limited Notice to Proceed
Exhibit E-2 -- Form of Notice to Proceed
Exhibit F-1 -- Schedule of Values
Exhibit F-2 -- Estimated Cash Flow
Exhibit G -- Form of Progress Invoice
Exhibit H -- Project Schedule
Exhibit I-1 -- Scope of Services - Plant
Exhibit I-2 -- Scope of Supply - Plant
Exhibit I-3 -- Scope of Services - Infrastructure
Exhibit I-4 -- Scope of Supply - Infrastructure
Exhibit J -- Site Description
Exhibit K -- List of Owner-Procured Equipment and Services
Exhibit L -- List of Common Facilities Equipment
Exhibit M -- Permits
Exhibit N -- Reimbursement Schedule for Change Orders
Exhibit O -- Insurance
Exhibit P -- List of Approved Subcontractors
Exhibit Q -- Plans/Specifications
Exhibit R -- Owner Obligations
Exhibit S -- Requirements of Project Agreements
vi
TURNKEY ENGINEERING, PROCUREMENT
AND CONSTRUCTION AGREEMENT
This TURNKEY ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT
dated as of July 22, 1998 (the "Effective Date"), by and between LSP Energy
Limited Partnership, a Delaware limited partnership, having its principal place
of business at c/o LS Power, LLC, Xxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxxx Xxxxxxxxx,
Xxx Xxxxxx 00000 ("Owner") and BVZ Power Partners - Batesville, a joint venture
between Black & Xxxxxx Construction, Inc., a Missouri corporation and X.X.
Xxxxxx Company, a Delaware corporation, having its principal place of business
at 00000 Xxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxx 00000 ("Contractor").
W I T N E S E T H:
WHEREAS, Owner desires to engage Contractor to design, engineer,
procure, construct, start-up and test a nominal 800 megawatt gas-fired, electric
generation plant (the "Facility"), to be located in Batesville, Mississippi;
WHEREAS, Contractor desires to provide design, engineering,
procurement, construction, start-up and testing for the Facility on a turnkey,
stipulated, fixed-sum basis under the terms and conditions of this Agreement;
WHEREAS, Contractor is willing to guarantee the timely completion
and warrant the proper construction and installation of the Facility, as
hereinafter described; and
WHEREAS, Contractor is willing to guarantee the operating
performance of the Facility to certain minimum standards for a period of
operation, as hereinafter described.
NOW THEREFORE, in consideration of the premises and the mutual
promises and agreements of the parties herein expressed, the parties, intending
to be legally bound, hereby agree as follows:
ARTICLE 1.
DEFINITIONS
Except as otherwise expressly provided or unless the context
otherwise requires, the following terms shall have the meanings specified in
this Article 1 when capitalized and used in this Agreement. The meanings
specified are applicable to both the singular and plural.
"Acceptance Tests" shall mean the Unit Power Output Test, the
Maximum Unit Power Output Test, the Unit Heat Rate Test, the Auxiliary Load
Test, the Maximum Auxiliary Load Test, the Cooling Tower Performance Test, the
Availability Test, the Reliability Test, the Start-up Test, the Sound Level
Test, the Emissions Test and the Capability Tests, as such tests are described
in Exhibit A.
1
"Acceptance Testing Notice" shall have the meaning set forth in
Section 12.4(a).
"Affiliate" shall mean any entity owned by, owning, controlled by,
controlling, or under common control with or ownership of Contractor, any
general partner of Contractor or Owner, as the case may be.
"Agreement" shall mean this Turnkey Engineering, Procurement and
Construction Agreement (including all Exhibits attached hereto) as amended,
supplemented or otherwise modified from time to time.
"Authority" shall mean the Mississippi Major Economic Impact
Authority, a division of and within the Department of Economic and Community
Development of the State of Mississippi.
"Auxiliary Load Guarantee" shall mean the "Auxiliary Load"
performance criteria for the facility set forth in Exhibit A.
"Auxiliary Load Test" shall mean the test described in Exhibit A to
demonstrate and verify compliance of the Facility with the Auxiliary Load
Guarantee.
"Availability Guarantee" shall mean the availability performance
criteria for the Facility set forth in Exhibit A.
"Availability Test" shall mean the test described in Exhibit A to
demonstrate and verify compliance of the Facility with the Availability
Guarantee.
"Base Conditions" shall mean those conditions specified in Exhibit A
under which the Guaranteed Values are made.
"BTU" shall mean British Thermal Unit.
"Business Day" shall mean any calendar day other than a Saturday,
Sunday or Federal holiday.
"Capability Tests" shall mean, collectively, the Substantial
Completion Capability Tests and the Final Completion Capability Tests.
"Certificate of Final Acceptance Test Completion" shall mean the
certificate furnished by Contractor pursuant to Section 10.4 in the form of
Exhibit C attached hereto.
"Certificate of Substantial Completion" shall mean the certificate
furnished by Contractor pursuant to Section 10.2 in the form of Exhibit B
attached hereto.
"Change in Law" shall mean any changes in applicable Law following
the Effective Date.
2
"Change Order" shall mean a written order to Contractor pursuant to
Article 6 hereof, signed by Owner, and countersigned by Contractor, authorizing
an addition, deletion or revision in the Work, the Scope of Work, the Project
Schedule, the Guaranteed Completion Date, the Payment Schedule or the Maximum
Price.
"Commercial Tolerance Band" shall mean (a) with respect to Unit
Power Output and Maximum Unit Power Output, 0.0075 and (b) with respect to Unit
Heat Rate, 0.0125, in each case as such commercial tolerance band may be
adjusted pursuant to Section 2.1.8 of Exhibit A.
"Common Facilities" shall mean the Equipment designated as "common
facilities" on Exhibit L, together with all associated equipment, buildings,
facilities, supports, wiring, instruments and controls, pumps and piping,
motors, actuators, valves and other systems which are needed to make them
operational.
"Construction Financing" shall mean the arrangements made by Owner
to fully finance the development, construction, start-up and testing of the
Facility.
"Consumables" shall have the meaning set forth in Section 4.1.
"Contract Price" shall mean the amount representing the difference
between the Maximum Price and the Extra-Contractual Costs and, with the
exception of the reimbursements for taxes to be made by Owner to Contractor
pursuant to Section 4.5 and Article 7, shall be the entire amount which is
payable by Owner to Contractor for performing the Work (including the
Preliminary Work) to be performed by Contractor under this Agreement. Owner and
Contractor agree that the Contract Price is initially estimated to be the amount
of Sixty-Seven Million Four Hundred Ninety-Eight Thousand Three Hundred dollars
($67,498,300), to be adjusted subsequently, however, as provided herein.
"Cooling Tower Performance Guarantee" shall mean the "Cooling Tower
Performance" criteria for the Facility set forth in Exhibit A.
"Cooling Tower Performance Shortfall" shall have the meaning set
forth in Section 12.4(c)(6).
"Cooling Tower Performance Test" shall mean the test described in
Exhibit A to demonstrate and verify compliance of the Facility with the Cooling
Tower Performance Guarantee.
"Date Certain" shall mean the date or dates which occur(s) three
hundred (300) Days after the Guaranteed Completion Date.
"Day" shall mean a calendar day and shall include Saturdays, Sundays
and holidays, except that, in the event that a monetary obligation to be
performed under this
3
Agreement falls due on a day other than a Business Day, such obligation shall be
deemed due on the next Business Day thereafter.
"Delay Liquidated Damages" shall mean the liquidated damages payable
by Contractor to Owner pursuant to Section 12.2, Section 16.1.6 (b) and Section
17.6.
"Effective Date" shall mean the date stated as the Effective Date on
the first page hereof.
"Emissions Guarantee" shall mean each Unit's performance criteria
for air emissions and exhaust set forth in Exhibit A.
"Emissions Test" shall mean the test described in Exhibit A to
demonstrate and verify compliance of each Unit with the Emissions Guarantee.
"Equipment" shall mean all of the machinery, equipment, materials,
apparatus, structures, supplies and other goods provided or required by the
terms of this Agreement to be provided by Contractor and each Subcontractor or
procured by Owner pursuant to Section 3.16(b) in connection with the performance
of the Work (except that the term "Equipment" shall not include any materials,
apparatus, or tools owned by Contractor or any Subcontractor which are used to
complete the Work but are not contemplated under this Agreement to become part
of the Facility).
"Extra-Contractual Costs" shall mean the sum of the various costs of
all the Owner Purchases, including all other direct costs associated with the
procurement thereof, including, without limitation, any transportation or
insurance charges, duties, fees, or royalties imposed with respect thereto, any
late charges or interest imposed by a Vendor or other manufacturer, owner,
supplier on, or any foregone discounts for early payment of, an invoice, xxxx or
statement caused by an unreasonable delay by Contractor in the review,
verification, approval and forwarding to Owner thereof for payment pursuant to
Section 3.16(b), but excluding any sales, use, contractor's or similar taxes
which are imposed with respect to the Owner Purchases.
"Facility" shall mean, collectively, the Plant and the
Infrastructure.
"Final Acceptance Test Completion" shall have the meaning set forth
in Section 10.1(c).
"Final Completion" shall have the meaning set forth in Section 10.5
hereof.
"Final Completion Capability Tests" shall mean the Duct Burner
Maximum Capability Test, the Water/Steam Purity Test, the Steam Turbine By-pass
Test, the Facility Backup Power Transfer Test, the Boiler Feed Pump Trip Test,
the Demineralizer Capacity Test, the Power Factor Test and the Wastewater
Discharge Test described in Exhibit A to demonstrate the ability of such
equipment and systems within the Facility to meet the requirements specified in
Exhibit A.
4
"Final Completion Certificate" shall mean the certificate duly
completed and executed by Contractor, substantially in the form of Exhibit D
hereto.
"Final Completion Date" shall mean the date on which Final
Completion occurs in accordance with the provisions of Section 10.5 hereof.
"Final Test Report" shall mean Contractor's written report
describing the results and procedures of the Acceptance Tests in sufficient
detail to verify the Facility has met the requirements set forth in Exhibit A
hereto.
"First Unit" shall mean the first Unit to achieve Mechanical
Completion.
"Force Majeure" shall mean any act or event beyond the reasonable
control of, and without the fault or negligence of, the person relying upon the
act or event, including without limitation the following acts or events, but
only to the extent such act or event (i) is the cause of a delay in or prevents
performance or the meeting of an obligation of Contractor or a Subcontractor or
Owner hereunder and (ii) is reasonably unforeseeable:
(a) any destruction of or damage to material items of equipment, or any
interruption, suspension or interference with Contractor's, a
Subcontractor's or Owner's performance hereunder, which destruction,
damage, interruption, suspension or interference is caused by acts
of God, landslides, lightning, earthquakes, fires or explosions,
floods, epidemic, hurricanes, tornadoes, abnormal severe storms,
accidents or delays in shipping or transportation that are the
direct result of any other event enumerated in this subsection (a),
acts of a public enemy, wars, blockades, riots, rebellions,
sabotage, insurrections, governmental actions or inactions or civil
disturbances; or
(b) national, regional or local labor strikes, work stoppages, boycotts,
walkouts and other labor difficulties or shortages ("Labor
Disputes"), provided, however, that Labor Disputes on the Site and
involving Contractor's (or its Affiliate's) or Subcontractor's
employees shall not constitute an event of Force Majeure unless such
Labor Disputes are caused by a national labor strike.
Force Majeure shall not mean any act or event to the extent
resulting from the financial inability of any person to perform its obligations
under this Agreement. Force Majeure shall not include (i) the inability to
obtain labor, equipment or other materials or supplies for the Work (unless the
result of a Force Majeure event), (ii) equipment failures due to wear and tear
or defects in manufacture, design, and construction, (iii) changes in market
conditions that affect the cost or availability of supply of goods or services
and (iv) the failure to timely apply for government permits and approvals.
"Funding Date" shall mean the date on which funds are available to
be drawn down by Owner under the terms of the Construction Financing.
5
"Guaranteed Completion Date" shall mean July 1, 2000; provided, that
(i) in the event the Notice to Proceed is not issued by Owner on or prior to
August 5, 1998, the Guaranteed Completion Date with respect to Unit 3 shall mean
July 1, 2000 as extended day for day for each day in the period from August 5,
1998 up to (but not including) such date as the Notice to Proceed is issued,
(ii) in the event the Notice to Proceed is not issued by Owner on or prior to
August 10, 1998, the Guaranteed Completion Date with respect to Unit 2 shall
mean July 1, 2000 as extended day for day for each day in the period from August
10, 1998 up to (but not including) such as date as the Notice to Proceed is
issued and (iii) in the event the Notice to Proceed is not issued by Owner on or
prior to August 20, 1998, the Guaranteed Completion Date with respect to Unit 1
shall mean July 1, 2000 as extended day for day for each day in the period from
August 20, 1998 up to (but not including) such date as the Notice to Proceed is
issued; provided, further, any such date(s) may be extended pursuant to the
terms of Article 6 hereof.
"Guaranteed Test Fuel Quantity" shall mean 2,924,000 million BTU,
which quantity is the total quantity of fuel guaranteed by Contractor to be
required to perform the Acceptance Tests set forth in Exhibit A to demonstrate
the achievement of Substantial Completion of the three Units.
"Guaranteed Values" shall mean the Unit Heat Rate Guarantee, the
Unit Power Output Guarantee, the Maximum Unit Power Output Guarantee, the
Auxiliary Load Guarantee, the Maximum Auxiliary Load Guarantee, the Cooling
Tower Performance Guarantee, the Availability Guarantee, the Reliability
Guarantee, the Start-up Guarantees, the Sound Level Guarantee and the Emissions
Guarantee.
"Hazardous Materials" shall mean any "hazardous substance" as
defined in the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended (42 U.S.C. xx.xx. 9601, et seq.), the Hazardous
Materials Transportation Act, as amended (49 U.S.C. xx.xx. 1801, et seq.),
"hazardous wastes" as defined in the Resource Conservation and Recovery Act, as
amended (42 U.S.C. xx.xx. 9601, et seq.), "toxic substances" as defined in the
Toxic Substance Control Act as amended (15 U.S.C. xx.xx. 2601 et seq.),
"contaminants" as defined in the Environmental Protection Act, R.S.O. 1990.,
C.E. 19, "toxic substances" as defined in the Environmental Protection Act, S.C.
1991 c. 15.3, as amended and in the regulations adopted, published, and
promulgated pursuant thereto, or in any other Laws.
"Independent Engineer" shall mean the engineering firm retained by
the Lender (other than the Authority or Local Government) to review and report
on the development and construction of the Facility for the Lender.
"Infrastructure" shall mean those portions of the Facility
(excluding the Plant) generally described as an industrial water supply system,
a process wastewater disposal system, a fire protection system, and a natural
gas pipeline and interconnection system, to be constructed or included at the
Site in accordance with this Agreement and in accordance with and as more
particularly described in the Scope of Work - Infrastructure and as set forth in
Exhibit I-3 and Exhibit I-4.
6
"Infrastructure Equipment" shall mean that portion of the Equipment
and/or systems relating to the Infrastructure.
"kW" shall mean kilowatts.
"kWh" shall mean kilowatt-hours.
"Key Personnel" shall mean the individuals appointed by Contractor
and approved by Owner to serve as Project Executive, and the engineering, Site,
construction, and start-up managers.
"Law" shall mean any applicable constitution, charter, act, statute,
law, ordinance, code, rule, regulation, judgment, decree, writ, order, permit,
approval, or the like, as any of the foregoing may change from time to time, of
any federal, state or local government or any agency, department, authority,
political subdivision or other instrumentality thereof.
"Lender" shall mean the bank, financial institution or institutions,
Authority or Local Government providing Construction Financing for the Facility.
"Limited Notice to Proceed" shall mean a notice to Contractor by
Owner with respect to the Preliminary Work, substantially in the form set forth
in Exhibit E-1, hereto.
"Liquidated Damages" shall mean, collectively, Delay Liquidated
Damages and Performance Liquidated Damages.
"Local Government" shall mean, collectively, Panola County,
Mississippi and the Industrial Development Authority of the Second Judicial
District of Panola County, Mississippi..
"Maximum Auxiliary Load Guarantee" shall mean the "Maximum Auxiliary
Load" performance criteria for the Facility set forth in Exhibit A.
"Maximum Auxiliary Load Test" shall mean the test described in
Exhibit A to demonstrate and verify compliance of the Facility with the Maximum
Auxiliary Load Guarantee.
"Maximum Price" shall mean the total amount of Two Hundred
Thirty-Nine Million Nine Hundred Ninety Eight Thousand and Three Hundred dollars
($239,998,300), which amount (i) represents, with the exception of the
reimbursements for taxes to be made by Owner to Contractor or Subcontractors
pursuant to Section 4.5 and Article 7, the total cost to Owner for the entire
Facility, (ii) represents the aggregate of the Contract Price and the
Extra-Contractual Costs, and (iii) is not subject to change except as
subsequently otherwise adjusted herein.
"Maximum Unit Power Output Guarantee" shall mean the "Maximum Unit
Power Output" performance criteria for each Unit set forth in Exhibit A.
7
"Maximum Unit Power Output Test" shall mean the test described in
Exhibit A to demonstrate and verify compliance of each Unit with the Maximum
Unit Power Output Guarantee.
"Mechanical Completion" shall mean, with respect to a Unit or the
Common Facilities, that (except for portions of the Work which the parties agree
do not materially affect the operability, safety and mechanical and electrical
integrity of the Unit and the Facility)(i) Contractor has complied with all
provisions of this Agreement relating to the installation of all necessary
components and systems; (ii) it is mechanically and electrically sound and free
from defects; (iii) Contractor has successfully completed start-up and check-out
of all components and systems; (iv) Contractor shall have completed the training
program required under Section 3.5; (v) the equipment may be initially operated
by Owner's operating personnel without damage to the Unit, the Facility or any
other property and without injury to any person; (vi) initial synchronization
with the utility transmission system(s) has occurred; (vii) the equipment
(including interconnection equipment) is ready for initial operation, adjustment
and testing; and (viii) it is ready for commencement of the Acceptance Tests.
"Non-Significant Change Order" shall mean all Change Orders issued
with respect to Work relating to or being performed on the Site until the
aggregate of such Change Order work being performed by Contractor and any
Subcontractors, collectively, exceeds one thousand (1000) engineering manhours
and ten thousand (10,000) construction manhours.
"Notice to Proceed" shall mean a notice to be delivered by Owner to
Contractor on or after the Funding Date directing the commencement of the Work,
substantially in the form set forth in Exhibit E-2.
"Operator" shall mean the operator under the agreement to be
entered into by Owner providing for the operation and maintenance of the
Facility.
"Owner Delay" shall mean a delay caused by Owner's failure to (i)
perform or cause the performance of its obligations under Article 4 (other than
an act or inaction by Owner acting under or in accordance with Contractor's
instructions or authorizations) or (ii) provide the Notice to Proceed on or
before August 20, 1998.
"Owner Purchases" shall mean, collectively, the purchases of those
certain services and/or items of machinery, equipment, and component materials
becoming an integral part of the Facility, including but not limited to those
items listed in Exhibit K, which will be procured and paid for directly by Owner
pursuant to and in accordance with the procurement procedures described in
Section 3.16(b) under which such purchases shall be considered sold directly to,
billed directly to, and paid for directly by Owner.
"Payment Schedule" shall mean, collectively, Schedule of Values set
forth in Exhibit F-1 and the estimated cash flow as set forth in Exhibit F-2.
8
"Performance Guarantees" shall mean the Unit Power Output Guarantee,
the Maximum Unit Power Output Guarantee and the Unit Heat Rate Guarantee.
"Performance Liquidated Damages" shall mean the liquidated damages
specified in Section 12.4(c) payable to Owner by Contractor in the event of
failure of a Unit to attain the Performance Guarantees or the Facility to attain
the Auxiliary Load Guarantee, the Maximum Auxiliary Load Guarantee and the
Cooling Tower Performance Guarantee.
"Performance Tests" shall mean the Unit Power Output Test, the
Maximum Unit Power Output Test, the Unit Heat Rate Test the Auxiliary Load Test,
the Maximum Auxiliary Load Test and the Cooling Tower Performance Test.
"Plant" shall mean those portions of the Facility (excluding the
Infrastructure) generally described as the electric generation plant as more
particularly described in the Scope of Work set forth in Exhibit I-1 and Exhibit
I-2 and all associated auxiliary equipment and facilities, including without
limitation, each of the three (3) Units and all wiring, foundations, supports,
controls, piping, valves, paving and fencing, to be constructed or included at
the Site in accordance with this Agreement.
"Power Purchase Agreement" shall mean, collectively, each of the
agreements (together with all attachments and exhibits thereto) by and between
Owner and a Power Purchaser, as amended, supplemented or otherwise modified from
time to time, for the sale by Owner and purchase by a Power Purchaser of all or
any portion of the net electric energy and/or capacity produced by the Facility.
"Power Purchaser" shall mean, collectively, each purchaser of all or
any portion of the net electric energy and/or capacity produced by the Facility.
"Preliminary Work" shall mean Work commenced by Contractor prior to
the Funding Date pursuant to a Limited Notice to Proceed as provided in Section
5.3.
"Primary Warranty Period" shall have the meaning set forth in
Section 11.1.
"Prime Rate" shall mean the rate of interest established by The
Chase Manhattan Bank, as its "prime rate" with each change in such rate to be
effective for purposes of this Agreement on the day which such change is
effective.
"Progress Invoice" shall mean Contractor's monthly invoices for
payments associated with the progress achieved toward the Schedule of Values
activities in accordance with Section 7.2, which Progress Invoices shall be in
the form of Exhibit G hereto.
"Progress Report" shall have the meaning set forth in Section 3.13.
"Project Agreement Technical Requirements" shall mean the technical
requirements set forth in Exhibit S.
9
"Project Executive" shall have the meaning set forth in Section
3.20.
"Project Schedule" shall mean the schedule of key dates and
milestones for the progress of the Work attached hereto as Exhibit H as such
schedule may be amended from time to time to reflect actual progress of the
Work.
"Prudent Utility Practice" means those practices, methods, equipment
specifications and standards of safety and performance, as the same may change
from time to time, as are commonly used by professional construction and
engineering firms performing turnkey engineering and construction services on
facilities of the type and size similar to the Facility, which in the exercise
of reasonable judgment and in the light of the facts known at the time the
decision was made, are considered good, safe and prudent practice in connection
with the design, construction and use of electrical and other equipment,
facilities and improvements, with commensurate standards of safety, performance,
dependability, efficiency and economy. Prudent Utility Practices are not
intended to be limited to the optimum practice or method to the exclusion of all
others, but rather to be a spectrum of reasonable and prudent practices and
methods.
"Punchlist Items" shall mean those finishing items which must be
completed by Contractor prior to the Final Completion Date, without which the
Facility is nonetheless commercially operable in a safe manner and in accordance
with all applicable Laws.
"Reliability Guarantee" shall mean the reliability performance
criteria for each Unit set forth in Exhibit A.
"Reliability Test" shall mean the test described in Exhibit A to
demonstrate and verify compliance of each Unit with the Reliability Guarantee.
"Retainage" shall mean an amount equal to five percent (5%) of the
amount paid pursuant to each Progress Invoice.
"Schedule of Values" shall mean the allocation of the Maximum Price
as set forth in Exhibit F-1.
"Scope of Services" shall mean the description of the services to be
furnished by Contractor under this Agreement, as set forth in Exhibit I-1 and
Exhibit I-3 hereto.
"Scope of Supply" shall mean the description of the Equipment to be
furnished by Contractor under this Agreement, as set forth in Exhibit I-2 and
Exhibit I-4 hereto.
"Scope of Work" shall mean, collectively, the Scope of Supply and
Scope of Services set forth in Exhibit I-1, Exhibit I-2, Exhibit I-3 and Exhibit
I-4 hereto.
"Site" shall mean the real property located within the jurisdiction
of the Local Government on which the Facility will be constructed, as more fully
described in Exhibit J.
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"Sound Level Guarantee" shall mean the sound level performance
criteria for the Facility set forth in Exhibit A.
"Sound Level Test" shall mean the test described in Exhibit A to
demonstrate and verify compliance of the Facility with the Sound Level
Guarantee.
"Start-up Guarantees" shall mean start-up criteria for each Unit and
the Facility set forth in Exhibit A.
"Start-up Test" shall mean the start-up and shut down sequences
described in Exhibit A to demonstrate and verify compliance of each Unit and the
Facility with the Start-up Guarantees.
"Subcontractor" shall mean any direct or indirect subcontractor,
supplier or Vendor of Contractor, including those retained by Owner under
Section 3.16(b) hereof.
"Substantial Completion" shall have the meaning set forth in Section
10.1(b).
"Substantial Completion Capability Tests" shall mean the Ramp Rate
Test and the Minimum Load Operation Test described in Exhibit A to demonstrate
the ability of the applicable equipment and systems within each Unit and the
Facility to meet the requirements specified in Exhibit A.
"Test Procedures" shall mean Contractor's written procedure for the
performance of the Acceptance Tests that is approved by Owner and the
Independent Engineer and that is developed in accordance with the Acceptance
Test procedures requirements for the Test Procedures set forth in Exhibit A.
"Unit" shall mean each of the three (3) combined cycle trains to be
provided hereunder as part of the Scope of Work.
"Unit 1" shall mean the first Unit to achieve Substantial
Completion.
"Unit 2" shall mean the second Unit to achieve Substantial
Completion.
"Unit 3" shall mean the third Unit to achieve Substantial
Completion.
"Unit Heat Rate" shall mean, with respect to a Unit, the ratio of
the rate of fuel energy conversion based upon higher heating value fuel to
electrical energy output at the high side of the main transformer.
"Unit Heat Rate Guarantee" shall mean the performance criteria for
Unit Heat Rate set forth in Exhibit A for each Unit.
"Unit Heat Rate Test" shall mean the test described in Exhibit A to
demonstrate and verify compliance of each Unit with the Unit Heat Rate
Guarantee.
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"Unit Power Output" shall mean the net electric output in kW
measured on the meter on the utility (high) side of the generator step-up
transformer(s).
"Unit Power Output Guarantee" shall mean the "Unit Power Output"
performance criteria for each Unit set forth in Exhibit A.
"Unit Power Output Test" shall mean the test described in Exhibit A
to demonstrate and verify compliance of each Unit with the Unit Power Output
Guarantee.
"Vendor" shall mean any supplier of Equipment to Contractor,
including those retained by Owner under Section 3.16(b) hereof.
"Work" shall mean all obligations, duties, and responsibilities
assigned to or undertaken by Contractor and Subcontractors pursuant to this
Agreement, including, without limitation, the furnishing of all Equipment and
the provision of all design, engineering, procurement (including transportation
and also including the procurement of all Owner Purchases), construction,
start-up, performance testing and other services to be performed by Contractor
in order to satisfy its obligations, duties, and responsibilities under this
Agreement to procure, construct, install, start-up, test, guarantee and warrant
the timely completion and proper construction and installation of the Facility
for the Maximum Price in accordance with this Agreement.
"Year 2000 Compliant" shall mean with respect to the Work, including
without limitation any computer hardware, software and firmware supplied by
Contractor or its Subcontractors, that such Work, without any operator
intervention, will operate accurately and, without interruption, accept, process
and in all manner retain full functionality when referring to, or involving, any
year or date in the twentieth or twenty-first centuries.
ARTICLE 2.
RELATIONSHIP OF OWNER, CONTRACTOR AND SUBCONTRACTORS
2.1. Status of Contractor. Contractor shall perform and execute the
provisions of this Agreement as an independent contractor and shall not be an
agent or employee of Owner.
2.2. Subcontractors. Contractor shall have the right to have any of
the Work accomplished by Subcontractors pursuant to written subcontracts between
Contractor and such Subcontractors or between Owner and such Subcontractors
under Section 3.16(b); provided, however, that Owner shall have the right to
approve any direct Subcontractor contracting to do Work in excess of $250,000,
provided, further, that such approval by Owner shall not relieve Contractor of
any obligation or liability under this Agreement. Exhibit P sets forth a list of
Subcontractors which have been approved by Owner as of the Effective Date. If
Contractor wishes to subcontract Work for which Owner approval is required to a
Subcontractor which is not listed in Exhibit P, then Contractor shall submit a
list of proposed Subcontractors to Owner. Owner shall have ten (10) Days from
receipt thereof to approve and return such list to Contractor
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with any additions or deletions thereto that Owner deems appropriate in its sole
discretion. Contractor's list of proposed subcontractors shall be deemed
approved if Owner fails to return such list within ten (10) Days from receipt.
Thereafter, Contractor shall choose the actual Subcontractors from Exhibit P and
from the list as returned by Owner, taking into consideration the warranty,
payment requirements, termination or cancellation charges and retention
liability agreeable to the Subcontractor, among other factors, in choosing each
Subcontractor. The foregoing procedure shall be followed whenever Contractor
desires to retain, or to have Owner retain under Section 3.16(b), additional
Subcontractors following the Effective Date. Contractor shall, at all times,
maintain a list of all selected Subcontractors and provide such list to Owner
upon request. Except as contemplated by Section 3.16(b), no contractual
relationship shall exist between Owner and any Subcontractor with respect to the
Work to be performed hereunder. No Subcontractor is intended to be or shall be
deemed a third-party beneficiary of this Agreement, unless otherwise expressly
stated herein with respect to limitations of liability. Each subcontract shall
include provisions under which such Subcontractor will agree to the collateral
assignment of such subcontract to Owner and by Owner to the Lender as security
for the Construction Financing.
2.3. Data From Subcontractors. Contractor shall provide to Owner
copies of purchase orders and subcontracts (including performance guarantee
data) from all direct Subcontractors and copies of all shop and field
performance test reports; provided, however, that in providing such documents,
Contractor may redact pricing information set forth therein; provided further
that for so long as Contractor is not in default under this Agreement, Owner
shall not use such documents for the purpose of enforcing guarantees provided by
such Subcontractors therein. Nothing in such purchase orders and subcontracts
shall enlarge or diminish Contractor's obligations to Owner under this
Agreement.
ARTICLE 3.
CONTRACTOR'S RESPONSIBILITIES
3.1. Facility Design and Construction. Contractor, directly and
through Subcontractors, shall design, engineer, procure, construct and test the
Facility such that the Facility will be:
(a) consistent with the description of the Site and the
actual, existing conditions at the Site;
(b) consistent with the Scope of Work, and in accordance with
all other terms of this Agreement;
(c) in conformance with the requirements of the Project
Agreement Technical Requirements;
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(d) sufficient, complete and adequate in all respects
necessary to enable the Facility to achieve Substantial Completion of the
Facility by the Guaranteed Completion Date;
(e) in conformance with Prudent Utility Practice;
(f) in conformance with all applicable Laws and required
permits and all applicable national, state, and local engineering,
environmental, construction, safety, and electrical generation codes and
standards as such codes and standards exist on Effective Date and as such Laws,
permits, codes and standards may change from time to time; provided, that
Contractor and Owner acknowledge and agree that the Laws and permits in
existence as of the Effective Date regarding sound level emissions and air
emissions from the Facility shall be deemed to refer to those limits set forth
in Sections 2.5 and 2.7 of Exhibit A. Notwithstanding the foregoing, Contractor
shall not be obligated to make any design changes in response to a Change in Law
unless Contractor has received an approved Change Order from Owner. Contractor
shall have the right to request a Change Order for design changes proposed to be
made in response to such Changes in Law in accordance with Section 6.3, provided
that Contractor shall use reasonable efforts to minimize the impact thereof on
the Project Schedule, the Guaranteed Completion Date, the Maximum Price and the
other matters contained therein; and
(g) Year 2000 Compliant.
3.2. Subcontractors. Contractor shall be solely responsible for the
engagement (except as provided in Section 3.16(b)) and management of
Subcontractors in the performance of the Work, for all Work performed by
Subcontractors and for all acts and omissions of Subcontractors.
3.3. Control of the Work. Contractor shall be solely responsible for
all construction means, methods, techniques, sequences, procedures, safety and
security programs, training and startup, in connection with the performance of
the Work.
3.4. Related Costs. Except as contemplated by Section 3.16 and
provided in Article 4 hereof, Contractor shall provide and pay for all labor,
utilities, supervision, inspection and Equipment and all other goods and
services as may be necessary to complete performance of the Work, whether by
Contractor or its Subcontractors.
3.5. Operator Orientation. Contractor shall provide for the initial
orientation of personnel associated with and required for the operation and
maintenance of the Facility as set forth in Exhibit Q. Contractor shall submit
the training program referred to in Exhibit Q to Owner and Operator at least six
(6) months prior to the scheduled Substantial Completion of the First Unit.
Owner, with the assistance of Operator, shall have the right to review and
approve such training program.
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3.6. Clean-up. Contractor shall at all times keep the Site free from
waste materials or rubbish resulting from the performance of any Work. As soon
as practicable after the completion of the Punchlist Items, Contractor shall
remove all of its equipment and materials and complete removal of all waste
material and rubbish resulting from the performance of any Work from and around
the Site.
3.7. Safety. Contractor shall initiate and, until Substantial
Completion of the Facility, maintain safety precautions and programs to conform
with applicable provisions of federal, state, and local safety and health Laws,
or other requirements designed to prevent injury to persons or damage to
property on the Site and shall incorporate all such safety precautions and
programs in a written safety program manual. Until Substantial Completion of the
Facility, Contractor shall erect and maintain safeguards for the protection of
workers. Until Substantial Completion of the Facility, Contractor shall
eliminate or xxxxx all reasonably foreseeable safety hazards created by or
otherwise resulting from performance of the Work. In connection with the
performance of any Work following Substantial Completion of any Unit or the
Facility, Contractor shall comply with all safety precautions and procedures
provided by Owner.
3.8. Reasonable Access. Subject to the provisions of Section 3.15,
Contractor shall permit representatives of Owner, Lender, the Independent
Engineer, the Local Government, Power Purchaser and Operator to enter onto the
Site, with reasonable, unescorted access to the Work; provided, however, that
such representatives shall comply with any safety measures that Contractor
reasonably deems necessary or advisable.
3.9. Emergencies. In the event of any emergency endangering life or
property, Contractor shall take such action as may be necessary to prevent,
avoid or mitigate injury, damage or loss and shall immediately report any such
incidents, including Contractor's response thereto, to Owner. Whenever, in the
reasonable opinion of Owner, Contractor has not taken prompt or reasonable
precautions for the safety of the public or the protection of the Work or of
structures or property on or adjacent to the Site, creating an emergency
requiring immediate action, then Owner, with prior notice to Contractor (unless
the delay required to give Contractor such notice could further endanger
personnel or property), may, but shall be under no obligation to, provide
reasonable protection by causing the requisite Work to be performed and
Equipment to be furnished or by undertaking the necessary safety or
precautionary measures; provided, however, that the taking of such action by
Owner or Owner's failure to do so shall not limit Contractor's liability.
Performance of such Work or furnishing of such Equipment by Owner or its agents
or employees shall be for the account of Contractor. Contractor shall promptly
reimburse Owner for the performance of any such work or furnishing of any such
Equipment or the taking of such safety measures in an amount equal to the costs
incurred by Owner in such performance or furnishing of Equipment or taking such
measures.
3.10. License. Contractor further agrees to grant and hereby grants
to Owner (and shall procure for Owner from Subcontractors) an irrevocable,
royalty-free, nonexclusive license under all patents owned or controlled by
Contractor and its Subcontractors to the extent necessary for the operation,
maintenance, repair or alteration (it being understood that obtaining
15
such license for repairs or alterations may be difficult and the parties thus
agree that, solely with respect to such repairs or alterations, Contractor shall
only be required to use commercially reasonable efforts to obtain such license)
(other than improvements affecting basic design) of the Facility or any unit or
component thereof designed, specified or constructed by Contractor under this
Agreement.
3.11. Approvals, Certificates, Permits, and Licenses. Contractor
shall secure in a timely fashion and pay for the acquisition of all approvals,
certificates, permits and licenses that are required for Contractor to build and
construct the Facility and perform all activities that are contemplated by this
Agreement regardless of whether such approvals, certificates, permits and
licenses are specifically identified in the Scope of Work, except for permits
that Owner is required to obtain pursuant to Section 4.4. Contractor shall
deliver to Owner certified copies of all such approvals, certificates, permits,
and licenses promptly upon receipt thereof. Where appropriate, such permits,
licenses, certificates and approvals shall be obtained in the name of Owner.
3.12. Compliance with Laws. Contractor shall comply with all Laws.
Contractor agrees to indemnify, defend and hold Owner harmless from and against
all fines, penalties, costs and expenses (including attorney's fees)
attributable to any failure of Contractor to comply with such Laws.
3.13. Status Reports. Contractor shall prepare and submit to Owner
written monthly progress reports in the form satisfactory to Owner and Lender,
as further described in Exhibit Q (each such report, a "Progress Report").
Contractor shall also promptly provide other information reasonably requested by
Owner, Lender, the Independent Engineer, Power Purchaser, Operator, Authority,
Local Government, or any of their authorized representatives.
3.14. Taxes. Contractor shall pay all taxes levied in connection
with the performance of the Work (other than those for which Owner is
responsible under Section 4.5) including without limitation, occupational,
excise, unemployment, FICA and income taxes, customs duties on imported
Equipment or materials and any and all other taxes on any item or service that
is part of the Work or the Facility. Any property, sales, use, contractor's,
gross receipts, value added, excise or local taxes or fees paid by Contractor
shall be reimbursed by Owner to the extent provided and in accordance with
Section 4.5 and Article 7. Contractor shall provide Owner assistance, as
reasonably requested by Owner, in demonstrating eligibility for sales and use
tax exemptions (and any other exemptions) to the relevant governmental agencies.
Within thirty (30) Days of a request therefor, Contractor shall provide Owner
with any information regarding quantities, descriptions, and costs of property
installed at the Facility which Owner shall deem necessary in connection with
the preparation of its tax returns.
3.15. Owner's Right to Inspect; Correction of Defects. (a) Owner,
Operator, Power Purchaser, and any of their authorized representatives,
including without limitation the Lender and the Independent Engineer, and, with
respect to the Infrastructure Equipment, the Authority and Local Government,
shall have the right to inspect the Work at all
16
reasonable times, whether located on or off-Site, and to observe the Acceptance
Tests; provided, however, that Contractor will not allow Lender or Independent
Engineer to so inspect the Work without either having an authorized
representative of Owner present or the prior written approval of Owner.
Contractor shall make arrangements and provide access for such inspections and
observation of such tests. Owner's inspection of (or waiver or failure to
inspect) any part of the Work shall in no way affect Contractor's obligations to
perform the Work in accordance with the Scope of Work and all other terms of
this Agreement. Owner shall use reasonable efforts to inspect the Work hereunder
in such a manner so as not to materially interfere with or hinder Contractor's
operations.
(b) In connection with the foregoing inspections, Owner shall
advise Contractor of any defects, deficiencies and/or discrepancies it
determines or of which it is advised by the Authority or Local Government
between installed equipment, materials and workmanship and such equipment,
materials and workmanship as represented in Exhibit Q; provided that Owner's
failure to so advise Contractor shall not be deemed to relieve Contractor of any
duty or obligation under this Agreement. Contractor shall thereafter promptly
correct any such defect, deficiency or discrepancy, regardless of the stage of
completion or the time or place of discovery, and regardless of whether Owner
has previously accepted such Work through oversight or otherwise.
3.16. Procurement. (a) Contractor shall arrange for the procurement
and handling of all services, materials, Equipment and construction equipment
needed for the Work by Contractor or Subcontractors, including (but not limited
to) locating, negotiating, inspection, expediting, shipping, unloading,
receiving, verifying, customs clearance and claims.
(b) Notwithstanding anything to the contrary contained in this
Agreement, the parties understand that the Owner Purchases shall be made and
procured pursuant to the following procedures. Contractor shall identify by
manufacturer, Vendor or supplier by proper description all such Owner Purchases
for the Facility, in accordance with the Facility specifications, which
Contractor requires or deems necessary for the Facility. Contractor shall be
responsible for completing the details of all purchase orders for such Owner
Purchases, with such purchase orders to be in form and substance reasonably
satisfactory to Owner. Upon presentation of such purchase orders to Owner by
Contractor, an employee or other duly authorized representative (other than an
employee of Contractor) of Owner will execute such purchase orders for such
Owner Purchases for the Facility or authorize Contractor in writing to make such
purchases directly. All such Owner Purchases shall be shipped to Owner in care
of Contractor at the Site and shall be received, unloaded, inspected, and
verified by Contractor. All invoices, bills, statements and similar
documentation for such Owner Purchases shall be forwarded to Owner in care of
Contractor at Contractor's address by the manufacturer, Vendor or supplier and
shall be returned by Contractor to the manufacturer, Vendor or supplier for
resubmission if initially forwarded to Contractor in the name of Contractor
instead of being forwarded to Owner in care of Contractor. All such invoices,
bills, statements, and similar documentation shall be reviewed, verified and
approved by Contractor prior to submission thereof by Contractor to Owner for
payment by Owner, and Contractor shall provide written
17
authorization to Owner to make payment for such Owner Purchases. Such Owner
Purchases by Owner shall be paid for only by Owner, and payment therefor shall
be made only by wire transfer or with checks of Owner; provided, if such
payments are made with checks of Owner, Contractor shall be responsible for
completing the details of all such checks of Owner to be drawn on a special bank
account of Owner established and periodically funded for such purpose and for
presentation of such completed checks to Owner for signature but with such
checks of Owner being signed only by an employee or other duly authorized
representative (other than an employee of Contractor) of Owner. Subject to
Owner's right to set-off set forth in Section 12.5, Owner shall pay to
Contractor any payments received by Owner in connection with Owner Purchases
within ten (10) Business Days after receipt thereof. In the event any service
provider, supplier, manufacturer or Vendor fails to deliver for any reason as
required under such purchase orders, Contractor shall be obligated to procure a
satisfactory substitute or substitutes therefor in accordance with these
procurement procedures. Nothing in these procurement procedures shall be
construed to relieve Contractor from any of its obligations under this Agreement
with respect to the Owner Purchases, the Work, the Equipment in connection with
the Owner Purchases, the Subcontractors or other service providers, suppliers,
manufacturers, or Vendors supplying such Owner Purchases, or otherwise,
including without limitation, under all indemnity, warranty and risk of loss
provisions contained herein.
(c) Notwithstanding anything to the contrary in this
Agreement, the parties understand that the purchase of the engineering and
design services relating to the Infrastructure Equipment shall be made and
procured pursuant to the procedures set forth in and to be developed under
Article 20.
3.17. Assistance. Prior to Final Completion, Contractor shall
provide such assistance as is reasonably requested by Owner in dealing with
Power Purchaser in any and all matters relating to the Work and the Facility
(including any interconnection facilities).
3.18. Publicity. Contractor shall obtain Owner's prior written
approval of the text of any announcement, publication, photograph, or other type
of communication concerning the Work prior to the dissemination or release of
same by Contractor or its Subcontractors.
3.19. Personnel - General. Contractor shall provide and employ in
connection with the Work:
(a) professional and technically competent personnel;
(b) qualified, skilled, and experienced supervising engineers
and technical assistants to give direct supervision; and
(c) such other skilled, semi-skilled, and unskilled labor as
may be necessary for the proper and timely execution of the Work.
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Whenever required by Law or Prudent Utility Practice, Contractor
agrees to employ or furnish only licensed personnel as appropriate to perform
engineering, design, architectural or other professional services in the
performance of the Work.
Contractor shall, if requested to do so by Owner in the exercise of
Owner's sole discretion and at Contractor's own expense, remove from the Site
any incompetent, negligent, dishonest, or disruptive personnel. Such personnel
shall not be again employed at the Site unless by the prior written permission
of Owner.
Contractor shall maintain harmonious labor relations which will
permit Work to be performed efficiently and without disruption at the Site.
3.20. Project Executive. Upon execution of this Agreement,
Contractor shall, subject to Owner's approval, designate a competent and
experienced person to serve as Contractor's representative ("Project Executive")
who will have full responsibility for administering the Work and will act as the
single point of contact with respect to all matters on behalf of Contractor. All
notices, approvals and consents given to or received from the Project Executive
shall have the same effect as if given to or received from Contractor.
3.21. Approval of Key Personnel. (a) Before the assignment of any
Key Personnel, Contractor shall provide Owner with resumes detailing the
experience of each of such personnel, and the prior approval of Owner shall be
required for each such assignment. Owner agrees to approve or disapprove any
such personnel within ten (10) Business Days of the receipt of the resume,
provided that before the expiration of such ten (10) Business Day period, Owner
may request supplemental information regarding such personnel. If supplemental
information is requested, Contractor shall supply the requested information
within five (5) Business Days and Owner shall have five (5) Business Days after
receipt of such information to approve or disapprove the relevant personnel. If
any such personnel proposed by Contractor are disapproved by Owner, Contractor
shall promptly provide Owner with the resumes of one or more alternative
persons, and the procedures set forth above shall apply. If Owner fails to
respond within ten (10) Business Days after receipt of the resume or within five
(5) Business Days after receipt of supplemental information, as the case may be,
then such personnel shall be deemed approved.
(b) Key Personnel may be terminated, transferred, replaced,
removed or changed by Contractor provided that Owner has approved Contractor's
proposed replacement for any such Key Personnel in accordance with the
procedures set forth in Section 3.21(a). If the performance of any Key Personnel
is deemed by Owner to be unsatisfactory, Owner shall have the right to request
that Contractor replace any of the same.
3.22. Spare Parts. As soon as is practicable, but no later than six
(6) months prior to scheduled Mechanical Completion of the First Unit,
Contractor shall provide a list of Vendor recommended spare parts and expendable
materials for all major Equipment supplied under this Agreement for purchase by
Owner. Such spare parts will be recommended for the
19
purpose of minimizing the length of unscheduled outages due to wear or
breakdown, taking into consideration factors such as (a) first cost and carry
cost to Owner, (b) fabrication and delivery time to obtain special parts, (c)
probability of part failures and (d) availability of common parts carried in
stock by manufacturers and Vendors. Owner (in consultation with Operator) shall
have the right to timely review, comment on and approve the list of spare parts
and expendable materials. Such list shall be updated by Contractor within sixty
(60) Days after the Final Completion Date.
3.23. Final Manuals and Record Drawings. At least three (3) months
prior to the scheduled date of Substantial Completion for the First Unit,
Contractor shall provide Owner with three (3) copies of the draft operations and
maintenance manuals for the Facility, the construction drawings, and other
preliminary documents or data reasonably necessary for the operation and
maintenance of the Facility, including, without limitation, those manuals,
drawings, documents and data set forth in Exhibit Q. Such manuals shall set
forth the proper nomenclature for the Equipment, recommended procedures for
Equipment operation, inspection and maintenance, and contain arrangement
drawings. Prior to Final Completion Date, Contractor shall deliver to Owner ten
(10) copies of the final versions of such documents and data, including "as
built" drawings.
3.24. Interconnection. Contractor will be responsible for ensuring
that the interconnection facilities within the Scope of Work for a Unit are
ready by the start of the Acceptance Tests for such Unit.
3.25. Contractor Consumables. Except as provided in Section 4.1,
Contractor shall pay for and provide construction power and all other
Consumables required in connection with construction activities at the Site.
3.26. Fire Prevention. Contractor shall take measures prior to
Substantial Completion of the Facility to prevent fire from occurring at the
Site, and shall execute the Work and conduct its operations at the Site in
compliance with its plan for fire prevention and protection. Contractor shall
submit such plan to Owner for its review at the same time Contractor submits
such plans in support of Contractor's construction permit application. Such
submission shall not be construed as limiting in any manner Contractor's
obligations to undertake all actions necessary to assuring fire-safe working
conditions at the Site, nor be construed as imposing upon Owner responsibility
to review, or for the adequacy of, the plan. Following Substantial Completion of
the Facility, Contractor shall comply with all fire safety and prevention
procedures provided by Owner.
3.27. First Aid Facilities. From commencement of construction at the
Site until Substantial Completion of the Facility, Contractor shall, at its
expense, provide first aid facilities on the Site and shall make those
facilities available for the treatment of its and its subcontractors' workers
who may be injured or become ill.
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3.28. Environmental Conditions. From commencement of construction at
the Site until Substantial Completion of the Facility, Contractor shall provide
dust control of all excavations, material sites, roads and disposal areas within
its assigned areas of responsibility and suitable equipment, facilities, and
precautions to limit the discharge of contaminants to the levels prescribed by
Law. Following Substantial Completion of the Facility, Contractor shall comply
with all requirements and procedures provided by Owner to limit the discharge of
contaminants. Contractor shall immediately notify Owner in the event the
presence of Hazardous Materials is detected or suspected and shall be
responsible for encapsulating, removing and disposing off-Site all Hazardous
Materials that Contractor or any Subcontractor or their respective agents
brought onto the Site or permitted to be introduced to the Site.
3.29. Site Conditions. (a) Contractor shall be responsible for all
Site preparation necessary to perform the Work. In that regard, Contractor
acknowledges (i) that it has ascertained and accepted as satisfactory the nature
and location of the Site, the character and accessibility of the Site, any
existence of surface or subsurface obstacles to construction, the availability
of facilities and utilities, the location and character of existing or adjacent
work or structures, and other general and local conditions (including labor)
which might affect its performance of the Work and (ii) that the Maximum Price,
Project Schedule and Guaranteed Completion Date are each based on and fully
reflect the existence of such conditions and that no adjustments shall be made
to any of such terms as a result of the existence of such conditions.
(b) In the event there is a discovery of pre-existing
Hazardous Materials or archaeological remains or artifacts on the Site,
Contractor shall have no obligation under this Agreement for removal, handling,
transportation or disposing of such pre-existing items and shall have the right
to request a Change Order in accordance with Section 6.3 to the extent the Work
is materially impacted by such pre-existing items.
3.30. Owner's Field Office. Contractor shall provide Owner with a
field office with heat, air conditioning, offices, office furniture, lights and
phone service for three people and a conference room, a workroom and toilet
facilities.
3.31. Responsibility for Work, Security and Property. Contractor
shall at all times conduct its operations in a manner to minimize the risk of
loss, theft, or damage by vandalism, sabotage, or any other means. With respect
to a Unit, prior to Substantial Completion of such Unit, Contractor shall
continuously inspect all Work, materials and Equipment to discover and determine
any conditions that might involve such risks and shall be solely responsible for
discovery, determination, and correction of any such conditions. Contractor
shall establish and implement a project security program and shall cooperate
with Owner on all security matters. In addition, Contractor shall furnish and
erect a permanent security fence in accordance with the Scope of Work which
shall be turned over to Owner at completion of the Facility. Contractor shall
plan and conduct its operations, including, without limitation, the operation of
equipment or stockpiling of materials, so as not to (i) enter upon lands, other
than the Site, in their natural state unless authorized by Owner, (ii) damage,
close, or obstruct any utility installation, highway, road, or other property
until permits therefor have been obtained,
21
(iii) disrupt or otherwise interfere with the operation of any pipeline,
telephone or electric transmission line, ditch, or structure unless otherwise
specifically authorized by this Agreement or (iv) damage or destroy cultivated
and planted areas and vegetation, such as trees, plants, shrubs and grass
adjacent to the Site which, as determined by Owner, do not interfere with the
performance of the Agreement.
3.32. Commercial Activities. Contractor shall not establish any
commercial activity or issue concessions or permits of any kind to third parties
for establishing commercial activities on land owned or controlled by Owner.
Contractor shall not allow its employees to engage in any commercial activity on
the Site.
3.33. Illumination. When any Work is performed at night or where
daylight is obscured, Contractor shall, at its expense, provide artificial light
sufficient to permit Work to be carried on without disruption to residents near
the Site.
3.34. Explosives. The use of explosives by Contractor is expressly
prohibited without prior notification of Owner. Contractor shall be responsible
for the proper handling, transporting, storage, and use of explosives and shall,
at its expense, repair any damage caused by its handling, transporting, storage,
and use, and shall be responsible for obtaining required permits for blasting as
applicable.
3.35. Consumables Assistance. Contractor shall cooperate with Owner
in developing and implementing a start-up sequence for the Facility which
reasonably minimizes the cost of Consumables.
3.36. Coordination of Final Acceptance Tests. Contractor
acknowledges that the Facility will be in commercial operation during the
performance of the Availability Test, the Emissions Test, the Sound Level Test
and the Final Completion Capability Tests and agrees that such Acceptance Tests
shall only be scheduled in a manner which (a) will not adversely affect Owner's
ability to perform under the Power Purchase Agreement or the fuel supply or
transportation agreements and (b) will not cause a loss to Owner (either through
lost revenues, additional interest or debt obligations or otherwise). Contractor
shall notify Owner of its desire to commence any such Acceptance Tests in
accordance with the Test Procedures. Owner will schedule and conduct such tests
at the direction of Contractor in the manner and at the times requested by
Contractor to the extent that Owner reasonably determines that Contractor's
request is consistent with the limitations set forth in the foregoing clauses
(a) and (b) and, to the extent that Owner reasonably determines that such
request is inconsistent with such limitations, Owner shall cooperate with
Contractor to schedule and conduct such tests at a mutually acceptable time
which is consistent with the limitations set forth in the foregoing clauses (a)
and (b).
3.37. Coordination of Early Substantial Completion. Contractor
acknowledges that in the event that Contractor achieves, and Owner accepts,
Substantial Completion with respect to a Unit prior to the Substantial
Completion of the remainder of the Facility, and Contractor agrees that such
Unit will be deemed to be in commercial operation during the
22
construction and completion of the remainder of the Facility. Contractor further
agrees to schedule and perform the remainder of the Work in a manner so as not
to interfere with, damage or otherwise hinder Owner's operation of such Unit and
in a manner which will not adversely affect Owner's ability to satisfy its
dispatchability and power availability and output obligations under the Power
Purchase Agreement or its scheduling, notification and fuel usage obligations
under fuel supply or transportation agreements. In furtherance of the foregoing,
Contractor acknowledges and agrees that the Facility will be designed such that
the interconnection of any subsequent Unit to the Common Facilities will be
capable of being accomplished without requiring the shut-down (in whole or in
part) or outage of any other Unit which had previously achieved Substantial
Completion.
ARTICLE 4.
OWNER'S RESPONSIBILITIES
4.1. Owner Consumables. Owner shall provide and except as otherwise
set forth in this Section 4.1, pay for all fuel, water, electricity and other
utilities, chemicals, lubricants and consumable items (collectively,
"Consumables") that are required for commissioning and operation of the
Facility, including performance of the Acceptance Tests. Contractor estimates
that certain of the Consumables will be required at times set forth in the
schedule in Exhibit R and Owner agrees to so provide such Consumables on or
prior to the times set forth in such schedule; provided, that Contractor agrees
to update such schedule at the times and in the manner that the Project Schedule
is updated to reflect any delays in such estimated times based upon the actual
progress of the Work. Notwithstanding the foregoing, Contractor shall pay for
all fuel used in connection with Acceptance Tests and any re-runs thereof
required to achieve Substantial Completion of each Unit in excess of the
Guaranteed Test Fuel Quantity (the period of such performance of Acceptance
Tests and any re-runs thereof, the "Excess Fuel Period"); provided, however,
that during such Excess Fuel Period, the gross revenue actually received from
the sale of test energy during a run or re-run of an Acceptance Test shall be
credited to the account of Contractor up to the aggregate cost incurred or
payable by Contractor for such test fuel. Fuel and water shall have at least the
minimum characteristics as agreed to by the parties and as required for the
proper operation of the Facility, as further set forth on Exhibit I.
4.2. Payment. Owner shall pay the Contract Price and other sums
required to be paid by it to Contractor pursuant to the terms of this Agreement
in accordance with the provisions of Article 7 hereof.
4.3. Access to Site. Owner shall provide Contractor and
Subcontractors with reasonably unrestricted access to the Site until the Final
Completion Date (including without limitation, access to roads, and any staging
areas). Thereafter, Owner may impose reasonable restrictions on access to the
Site by Contractor subject to a schedule agreed upon by Owner and Contractor.
23
4.4. Owner Approvals, Certificates, Permits, and Licenses. Owner
shall secure, maintain and pay for all approvals, certificates, permits and
licenses for which Owner is responsible, as listed on Part 1 of Exhibit M
attached hereto.
4.5. Owner Taxes. Owner shall pay any and all state, federal, and
local sales and use taxes which may be assessed for the Owner Purchases, any
taxes associated with income generated by the Facility, and, as between Owner
and Contractor, any real property taxes on the Facility and/or the Site.
Further, any property, sales, use, contractor's , gross receipts, value added,
excise or local taxes paid by Contractor or Subcontractor shall, in accordance
with Section 3.14 and Article 7, be reimbursed to Contractor or Subcontractor by
Owner in addition to the payment of the Contract Price by Owner to Contractor
pursuant to Article 7.
4.6. Owner Operating Personnel. Owner shall provide or cause to be
provided qualified, skilled and experienced operating and maintenance personnel
to be trained by Contractor pursuant to Section 3.5 which personnel shall
operate the Facility during start-up and perform the Acceptance Tests under
Contractor's direction (subject to Section 3.36). Owner assumes no liability for
the actions of such personnel in accordance with Contractor's direction during
start-up and the performance of Acceptance Tests with respect to a Unit or the
Common Facilities prior to Substantial Completion of such Unit or Common
Facilities except to the extent such actions are due to gross negligence or
willful misconduct or willful failure to act in accordance with Contractor's
direction.
4.7. Interconnection. Owner will be responsible for ensuring that
the completed electrical and other utility interconnection facilities that are
not within the Scope of Work are available by the dates set forth in Exhibit H
and, subject to the following sentence, Exhibit R. Contractor estimates that
certain of the utility interconnections will be required at times set forth in
the schedule in Exhibit R and Owner agrees to so provide for such utility
interconnections on or prior to the times set forth in such schedule; provided,
that Contractor agrees to update such schedule at the times and in the manner
that the Project Schedule is updated to reflect any delays in such estimated
times based upon the actual progress of the Work.
4.8. Approval of Engineering Drawing. Owner shall have the right to
review and approve, Lender, Independent Engineer, Operator and Power Purchaser
shall have the right to review, and, with respect to the Infrastructure
Equipment, the Authority and the Local Government, shall have the right to
review and approve those plans, calculations, specifications and drawings with
respect to the Facility identified in Exhibit Q. Upon Owner's request,
Contractor shall provide copies of all such plans, calculations, specifications
and drawings to the aforementioned parties at no cost to Owner. Owner's approval
of or objection (or failure to approve or object) to such plans, calculations,
specifications and/or drawings shall not relieve Contractor of any of its
obligations or liabilities hereunder, and Owner assumes no responsibility for
such obligations or liabilities as a result of its approval or disapproval. Such
review and approval by Owner shall be completed no later than ten (10) Business
Days after receipt or within such other specific time requested in writing by
Contractor and agreed by Owner (minimum of five (5) Business Days). If Owner
requires additional time for such reviews,
24
Owner may notify Contractor and request additional time, consent to which
Contractor shall not unreasonably withhold. In the event Owner has not responded
within such time period, Owner shall be deemed to have approved the matter in
question. Comments and amplifications to the plans, specifications, calculations
and drawings that do not materially change Contractor's cost or schedule of
performance of the Work will not result in any change to the Maximum Price.
4.9. Owner's Project Manager. Upon execution of this Agreement,
Owner shall designate a competent and experienced person to serve as Owner's
representative ("Owner's Project Manager") who (unless Owner shall notify
Contractor otherwise pursuant to the terms hereof) will act as the single point
of contact with respect to all matters on behalf of Owner. All notices,
approvals and consents given to or received from the Owner's Project Manager
shall have the same effect as if given to or received from Owner.
4.10. Waste Disposal. Owner shall arrange, pay for and be
responsible for the removal, transportation and disposal, in accordance with
Law, of all waste products produced or generated solely due to the operation of
the Facility. Contractor estimates that certain of the waste disposal services
will be required at times set forth in the schedule in Exhibit R and Owner
agrees to so provide such waste disposal services on or prior to the times set
forth in such schedule; provided, that Contractor agrees to update such schedule
at the times and in the manner that the Project Schedule is updated to reflect
any delays in such estimated times based upon the actual progress of the Work.
4.11. Spare Parts. Owner shall use reasonable efforts to purchase
and deliver the spare parts inventory prior to the scheduled date of Mechanical
Completion of the First Unit. Contractor may use, to the extent available,
Owner's spare parts in the performance of the Work and Contractor shall
promptly, and in any event prior to Final Completion, replace the same at
Contractor's expense.
4.12. Acceptance of Electricity. Owner shall notify the applicable
Power Purchaser of the planned date of initial synchronization and shall cause
Power Purchaser to accept electricity generated by a Unit or the Facility when
requested by Contractor as necessary pursuant to its obligations under this
Agreement. Contractor estimates that certain of the acceptance of electricity
will be required at times set forth in the schedule in Exhibit R and Owner
agrees to so provide for the acceptance of electricity on or prior to the times
set forth in such schedule; provided, that Contractor agrees to update such
schedule at the times and in the manner that the Project Schedule is updated to
reflect any delays in such estimated times based upon the actual progress of the
Work.
4.13. Cooperation in Purchase Order Administration.
Owner shall cooperate with Contractor and shall provide such
assistance as is reasonably requested by Contractor in the preparation and
administration of the purchase orders in connection with the Owner Purchases
made pursuant to Section 3.16(b). Should Contractor advise Owner that actions
related to Owner Purchases other than as set forth in Section 3.16(b)
25
are required, then Owner shall take such
actions as are reasonably authorized and directed by Contractor, including but
not limited to issuing letters of intent prior to award of a purchase order,
backcharging Subcontractors, issuing change orders to purchase orders, and
taking legal actions against Subcontractors.
ARTICLE 5.
COMMENCEMENT OF WORK
5.1. Commencement of Work. Contractor shall diligently commence
performance of the Work in accordance with this Agreement upon the issuance of
the Notice to Proceed. The issuance of the Notice to Proceed shall be subject to
Owner's accomplishment of all tasks necessary to authorization of the
commencement of Work.
5.2. Schedule. Contractor shall perform the Work in substantial
compliance with the Project Schedule (which shall be adjusted periodically to
reflect actual progress of the Work) in order to achieve Substantial Completion
of the Facility by the Guaranteed Completion Date. Contractor shall provide the
reports contemplated by Section 3.13 hereof, and provide any further information
and attend such meetings as Owner, the Authority, the Local Government or Lender
may reasonably request to verify actual progress and predict future progress.
Contractor shall promptly notify Owner in writing of any anticipated departure
from the Project Schedule. If at any time Contractor believes that the
Guaranteed Completion Date may not be met, Contractor will promptly notify Owner
in writing and will specify in said notice the corrective action planned by
Contractor; provided, however, that such notice shall not relieve Contractor of
any of its obligations under this Agreement.
5.3. Limited Notice to Proceed. Notwithstanding the foregoing, prior
to the issuance of the Notice to Proceed, Owner shall have the right to issue
one or more Limited Notices to Proceed directing Contractor to commence and
complete any portion of the Work specified in any such Limited Notice to
Proceed. Except as may otherwise specifically be provided in a Limited Notice to
Proceed, Work performed by Contractor pursuant to the Limited Notice to Proceed
shall be subject to and governed by the terms of this Agreement.
ARTICLE 6.
CHANGE ORDERS; FORCE MAJEURE
6.1. Change Orders. No changes to the Work (including but not
limited to changes in the Scope of Work, Guaranteed Completion Date or Maximum
Price) shall be made except in accordance with a duly issued Change Order
executed by both parties authorizing such changes and approved by Lender, as
required.
6.2. Owner may submit a written request to Contractor to alter, add
to or deduct from the Scope of Work. Within ten (10) Days following receipt of
such request, or, if such ten (10) Day period shall prove impracticable, as soon
as practicable
26
thereafter undertaking diligent efforts, Contractor shall submit to Owner a
detailed written estimate of the adjustment to the Scope of Work, Guaranteed
Values, Payment Schedule, Guaranteed Completion Date, Maximum Price or other
terms and conditions of this Agreement, if any, that would result from the
changed Work. Contractor shall furnish such additional information as Owner may
request in support of such estimate. If Owner then elects to proceed with the
changed Work, it shall issue a Change Order to Contractor authorizing such
modification to the Scope of Work, Guaranteed Values, Payment Schedule,
Guaranteed Completion Date, Maximum Price or other terms and conditions of this
Agreement as shall have been agreed to by Owner and Contractor and approved by
the Lender, if required.
6.3. Request By Contractor. Contractor shall provide Owner written
notice of any condition or event (other than a Force Majeure event, which shall
be governed by Section 6.5 below) which gives rise to a request for a Change
Order with respect to a Change in Law (including with respect to Section
3.1(f)), an Owner Delay, or pursuant to Section 3.29(b), that Contractor is
aware of and reasonably believes will require any modification in or change to
the Scope of Work, Guaranteed Completion Date, Payment Schedule, Maximum Price,
or any other obligation of Contractor under this Agreement. Such notice must be
issued within ten (10) Days following actual knowledge of such condition by
Contractor and such notice shall describe such condition or event in detail.
Within ten (10) Days following delivery of such notice, or, if such ten (10) Day
period shall prove impracticable, as soon as practicable thereafter undertaking
diligent efforts, Contractor shall specify the adjustment to the Scope of Work,
Guaranteed Completion Date, Payment Schedule, Maximum Price, or any other
obligation of Contractor under this Agreement so requested. Following receipt of
such notice, Owner shall determine whether any changes to the Work, Guaranteed
Completion Date, Payment Schedule, Maximum Price, or any other obligation of
Contractor under this Agreement shall be affected and, if so, shall issue a
Change Order with respect to such change. If Owner elects not to approve any
such changes, Contractor shall not be relieved of any of its obligations under
this Agreement and shall not effect any change to the Work. If a Change Order is
issued to reflect any changed or new criteria under any applicable approval,
license, certificate or permit which is less stringent than those specifically
quantified in this Agreement, then Owner shall be entitled to a reduction in the
Maximum Price to the extent of any net cost savings actually achieved by
Contractor from the application of such less stringent criteria.
6.4. Price and Schedule Adjustments for Change Order Work. The
price of any Work ordered by a Non-Significant Change Order shall be quoted
as a lump sum fixed price calculated on the basis of Parts I and II of
Exhibit N. The price of any Work ordered by all other Change Orders shall be
quoted as a lump sum fixed price calculated on the basis of Part III of
Exhibit N. In the event the parties are unable to agree on the adjustment to
the Maximum Price applicable to a Change Order, but Owner nevertheless
desires Contractor to proceed with the Work that is the subject of the Change
Order, Contractor shall be paid costs incurred in performing the Change Order
in accordance with Parts I and II of Exhibit N with respect to
Non-Significant Change Orders and Part III of Exhibit N with respect to all
other Change Orders until such agreement can be reached, or until the
disagreement has been resolved in accordance with Article 18; provided, as
requested by Owner, Contractor shall furnish invoices, time sheets and
27
other information reasonably requested to support such costs. The price of Work
covered by a Change Order shall be added to or subtracted from, as may be
appropriate, the Maximum Price. Any increase in the Maximum Price shall be paid
in progress payments in accordance with Section 7.2. Each Maximum Price
adjustment shall be accompanied by a modified Payment Schedule reflecting such
adjustment. Owner shall have the right to audit any direct costs billed on a
cost reimbursable basis.
6.5. Force Majeure. Contractor shall give written notice to Owner
within twenty-four (24) hours after Contractor has actual knowledge of the
occurrence of any Force Majeure event, which notice shall describe such event
and, if reasonably determinable, the effect thereof, including without
limitation, the anticipated length of delay in the Project Schedule and any
anticipated additional costs, if any, occasioned by reason of such event and
shall substantiate same in a detailed manner to the satisfaction of Owner. In
the event that it is impracticable to specify the length of such delay, the
amount of such additional costs, or such other effects of the Force Majeure
event at the time the notice referred to in the preceding sentence is delivered
or if the circumstances of the Force Majeure event materially change, Contractor
shall provide Owner with periodic supplemental detailed written notices during
the period the Force Majeure event continues which include such information, as
practicable. Such supplemental notices shall include all other relevant
information concerning the Force Majeure event. Within ten (10) Days following
Owner's receipt of a notice which specifies the anticipated length of delay in
the Project Schedule or any additional costs occasioned by the Force Majeure
event, Owner shall issue a Change Order for the increased costs of performance
and/or extension of time for performance resulting from the Force Majeure event.
In the event Owner does not accept Contractor's Force Majeure finding, the
propriety of a Change Order occasioned by the Force Majeure event may be
submitted to dispute resolution under Article 18 hereof. Notwithstanding the
foregoing, Contractor shall use all reasonable efforts to minimize the delay
caused by any Force Majeure event and shall diligently proceed with such
portions of the Work that are not affected by the Force Majeure event.
ARTICLE 7.
MAXIMUM PRICE; CONTRACT PRICE; PAYMENTS TO CONTRACTOR
7.1. Maximum Price; Contract Price. With the exception of the
reimbursements for taxes to be made by Owner to Contractor pursuant to Section
4.5, Contractor agrees to perform the Work (including the Preliminary Work) for
the Maximum Price. Payments of the Contract Price shall be paid or shall be
caused to be paid by Owner directly to Contractor in accordance with the
provisions of this Article 7. With the exception of the reimbursement for taxes
to be made by Owner to Contractor pursuant to Section 4.5, the Contract Price is
Contractor's complete compensation for the Work and includes, without
limitation, (i) all Equipment, materials, rentals, tools, labor, transportation,
insurance and other machinery, equipment, and services (including intellectual
property rights) to be provided hereunder, excluding Owner Purchases; (ii) all
federal, state, and local taxes except those for which Owner is responsible
under Section 4.5; and (iii) any duties, fees, and royalties imposed with
respect to
28
any Equipment, materials, rentals, tools, labor or other machinery, equipment,
or services, excluding Owner Purchases.
7.2. Progress Payments. Exhibit F-1 to this Agreement includes a
Schedule of Values which allocates the Maximum Price to various portions of the
Work. Owner and Contractor agree that the amounts allocated to each Schedule of
Values activity are for purposes of progress payments only and that there may
not be a specific correlation between the cost of completion of a particular
activity and the dollar amount allocated thereto. The Schedule of Values shall
be used as the basis for the preparation of Progress Invoices.
Upon the Notice to Proceed, Owner shall pay to Contractor and/or to
persons authorized by Contractor for Owner Purchases in current funds in an
amount equal to (i) $8,102,500 less (ii) the sum of all payments made by Owner
under any Limited Notice to Proceed. On or before August 31, 1998, Owner shall
pay to Contractor and/or to persons authorized by Contractor for Owner Purchases
in current funds the sum of $3,806,000. Thereafter, on or before the first (1st)
Day of each calendar month during the performance of the Work, commencing with
the calendar month of September, 1998 Contractor shall submit to Owner and
Independent Engineer a completed Progress Invoice. The Progress Invoice shall
reflect the progress achieved toward the Schedule of Values activities through
the last day of the previous (or, if the Progress Invoice is delivered prior to
the first day of the month, the current) month (the "Invoice Month"). The
Progress Invoice shall separately state the amount of taxes, duties and fees to
be reimbursed to Contractor under Section 3.14. No Retainage shall be withheld
from such taxes, duties and fees. Further, each Progress Invoice shall contain a
certification by Contractor that (i) the stated progress has been achieved, (ii)
the quality of all Work for which payment is requested is in accordance with the
terms of this Agreement, (iii) Contractor is entitled to payment of the amount
invoiced, (iv) title to all materials and equipment invoiced has passed or will
pass in accordance with the terms of this Agreement, (v) Contractor has paid in
full or will pay all of its direct Subcontracts in accordance with the terms of
their subcontracts for the proceeds of the amount invoiced and has received
certification from each of its Subcontractors that all of their respective
Subcontractors have been paid in full or will be paid in accordance with the
terms of their subcontracts for the proceeds of the amount invoiced, and (vi)
upon receipt of the amount invoiced, (a) the Facility will be free of
Subcontractor's liens for the Work invoiced (or all Subcontractor's liens have
been secured or removed in a manner satisfactory to Owner and Lender) and (b),
Contractor waives its right to a lien for any Work furnished or performed
through the date of the invoice to the extent of such amount. Owner and
Independent Engineer shall review each such Progress Invoice and Owner shall pay
to Contractor and/or to persons authorized by Contractor for Owner Purchases in
current funds by the last day of the Invoice Month, the amount specified therein
which is undisputed, less Retainage, by wire transfer to the account specified
in writing by Contractor or by such other means mutually agreed by the parties.
Contractor agrees that it shall not (i) submit an invoice for an amount in
excess of one hundred and five percent (105%) of the cumulative amount set forth
in the estimated cash flow included in Exhibit F-2 or (ii) include in any
Progress Invoice sums attributable to Work which Owner or Contractor has
rejected.
29
7.3. Final Acceptance Test Completion Payment. Upon the later to
occur of (a) Substantial Completion of the Facility, (b) Final Acceptance Test
Completion and (c) the completion or expiration of the Remedial Plan and the
payment of any Liquidated Damages due in connection therewith pursuant to
Section 12.4(b)(iv), Owner shall pay Contractor the Retainage less an amount
equal to two (2) times the estimated costs to complete the Punchlist Items and
less any Delay Liquidated Amounts due to Owner under Section 17.6. Contractor
shall be paid quarterly for amounts retained for Punchlist Items as such items
are completed.
7.4. Final Completion Payment. (a) Upon Final Completion, Contractor
shall submit a Final Completion Certificate together with a statement
summarizing and reconciling all previous invoices, payments, and Change Orders,
and an affidavit that all payrolls, payroll taxes, liens, charges, claims,
demands, judgments, security interests, bills for materials and equipment, and
any indebtedness connected with the Work for which Contractor may in any way be
responsible, have been paid or otherwise secured in a manner acceptable to
Owner, accompanied by releases and waivers of liens from Contractor and all
Subcontractors to be paid with proceeds of the final payment, and such other
data as Owner or Lender may reasonably request establishing payment of or surety
for payment of all such obligations. Subject to subsections (b) and (c) below,
within thirty (30) Days of the receipt of such statements, Owner shall pay
Contractor all remaining amounts due. Acceptance by Contractor of the payment
upon Final Completion shall constitute a release of Owner from all liens
(whether statutory or otherwise and including mechanic's or suppliers' liens) or
claims for additional compensation hereunder with respect to any Work performed
or furnished in connection with this Agreement except for any claims made in
writing and provided to Owner by Contractor prior to Final Completion which
remain unsettled. No payment by Owner shall be deemed a waiver by Owner of any
obligation of Contractor under this Agreement.
(b) Upon Final Completion, Owner shall pay Contractor any
remaining Retainage less (to the extent Owner has completed any Punchlist Item
pursuant to Section 10.3) an amount equal to the aggregate of Owner's
demonstrable costs to complete each such Punchlist Item and less any Delay
Liquidated Damages amounts due to Owner under Section 17.6.
(c) The final payment shall be subject to Owner's and Lender's
verification during the aforementioned thirty (30) Day period that Final
Completion has occurred; provided, however, that the payment shall not
constitute a waiver of any claim or right Owner may have at that time or
thereafter including, without limitation, unsettled liens, warranty rights and
indemnification obligations of Contractor. Any disputes regarding the final
payment shall be handled in accordance with the procedure set forth in Article
18.
7.5. Payments Not Acceptance of Work. No payment made hereunder
shall be considered as approval or acceptance of any Work. All payments shall be
subject to correction or adjustment in subsequent progress reviews and payments.
30
7.6. Payments Withheld. Owner may withhold payment on an invoice or
a portion thereof in an amount and to such extent as may be reasonably
necessary, subject to the dispute resolution provision of Article 18, because
of:
(a) defective work not remedied pursuant to Section 3.15,
Section 10.1 or the warranty provisions of Article 11;
(b) liens or claims for which Contractor is liable under this
Agreement, other than third party claims provided for by insurance and for which
the insurance company has accepted responsibility, made on or filed with Owner
and not cleared by Contractor by payment, bond or otherwise within thirty (30)
Days after receipt by Contractor of written notice from Owner requesting such
action;
(c) uninsured damage to Owner or the Facility or any
Subcontractor which results solely from Contractor's failure to obtain or
maintain insurance required by the provisions of Article 9;
(d) a default by Contractor in its material obligations under
this Agreement;
(e) overpayment in a previous invoice; or
(f) a good faith dispute.
7.7. Payment of Subcontractors. Contractor shall promptly pay each
direct Subcontractor when due the amount to which said Subcontractor is
entitled. Contractor shall, by an appropriate agreement with each direct
Subcontractor, require each Subcontractor to make payments to its subcontractors
in a similar manner.
7.8. Liens. As a condition precedent to the making of any payment
hereunder, Contractor shall be required to supply Owner with a waiver and
release of liens and security interests to the extent of such payment as
applicable in a form reasonably acceptable to Owner, Contractor, Lender, and
title company duly executed and acknowledged by Contractor in order to assure an
effective release of mechanics' or materialmen's liens in accordance with the
laws of the State of Mississippi. Each waiver or release of lien shall provide
that, except for Retainage and amounts in dispute, all amounts that were due and
payable to the certifying party in connection with the Work as of such date have
been paid in full and that the certifying party waives, releases or relinquishes
any lien, security interest or claim for payment (whether for breach of
contract, pursuant to statute or otherwise) on account of the Work to which it
may be entitled by law, principles of equity or this Agreement.
Contractor shall indemnify and hold harmless Owner and Lender and
defend Owner and Lender from any and all liens filed in connection with the
Work, including all expenses and attorney's fees incurred in discharging any
liens or similar encumbrances. If a lien of any nature should at any time be
asserted or filed against the Work or the Equipment,
31
Contractor shall promptly notify Owner and at Contractor's own expense,
immediately take any and all action necessary to cause any such lien to be
released or discharged, or, if permitted by Law, secure and file a security bond
covering the amount of such lien, regardless of the action Contractor may then
be taking with respect to such claim. If Contractor shall fail to so discharge
such lien and is unable to post a security bond covering the same, it shall
promptly provide Owner with an irrevocable letter of credit or security bond in
favor of Owner in an amount equal to 200% of the amount of such Lien. Contractor
shall be responsible for the payment of any draw Owner may thereafter make upon
such letter of credit or security bond as required to cause such lien to be
released, discharged or secured, and to pay any and all losses, costs, damages,
and attorneys' fees and expenses incurred or suffered by Owner in connection
therewith. This paragraph shall not apply to liens which have been filed due to
Owner's breach of its payment obligations to Contractor and Subcontractors under
this Agreement (including liens of Contractor's Subcontractors if the reason
Contractor has not paid such Subcontractors is that Owner is in breach of its
payment obligations to Contractor).
7.9. Late Payments. Any payment not made when due, other than
disputed payments, shall accrue interest from the due date until paid at the
Prime Rate.
ARTICLE 8.
TITLE AND RISK OF LOSS
8.1. Clear Title. Contractor guarantees that legal title to and
ownership of the Work, materials and Equipment, whether incorporated in the Work
or not (including all calculations and drawings required for the operation and
maintenance of the Facility) shall have passed to Owner free and clear of any
and all liens, claims, security interests or other encumbrances (other than
those which have been secured or removed in a manner acceptable to Owner and
Lender), upon the making of the progress payment related to such Work, materials
or Equipment; provided however, that, except as provided in Section 3.10,
nothing herein is intended to convey to Owner intellectual property in the
Work).
8.2. Risk of Loss. Despite the passage of title as set forth in
Section 8.1, Contractor shall bear risk of loss and care, custody and control
pertaining thereto of any Equipment, Contractor's supplies and maintenance
equipment (including temporary materials, equipment, and supplies) on the Site
or located offsite, Owner Purchases or any other Work completed with respect to
a Unit, the Common Facilities or the Facility until the earlier of the
occurrence of Substantial Completion with respect to such Unit, the Common
Facilities or the Facility pursuant to Section 10.2 or such time as this
Agreement is terminated. All Equipment in storage but not yet incorporated into
the Facility shall be stored in secured areas. During such time as Contractor
bears risk of loss, Contractor shall bear the responsibility of preserving,
safeguarding and maintaining such Equipment, Owner Purchases and any other Work
completed. Any Equipment, Owner Purchases or any Work lost, damaged, stolen or
impaired before the occurrence of Substantial Completion of a Unit, the Common
Facilities or the Facility pursuant to Section 10.2 (other than as a result of
Owner's negligence or willful misconduct) and not
32
covered by insurance, shall be replaced promptly by Contractor at its own
expense. Upon the occurrence of Substantial Completion with respect to a Unit,
the Common Facilities or the Facility, Owner shall assume risk of loss and care,
custody and control of such Unit, the Common Facilities and/or the Facility.
ARTICLE 9.
INSURANCE
Prior to the start of the Work, Contractor will or will cause its
Subcontractors to procure and maintain the insurance with insurance carriers
approved by Owner and licensed to do business in the State of Mississippi
meeting all of the requirements set forth in and Contractor will comply, or will
cause its Subcontractors to comply with, the other requirements set forth in
Parts I, II and III of Exhibit O. Prior to the start of the Work, Owner will
procure and maintain the insurance with insurance carriers approved by
Contractor and licensed to do business in the State of Mississippi meeting all
of the requirements set forth in and will comply with the other requirements set
forth in Parts II and III of Exhibit O.
ARTICLE 10.
COMPLETION
10.1. Mechanical Completion; Substantial Completion; Final
Acceptance Test Completion. (a) Not less than ten (10) Days prior to the date
that (i) with respect to the First Unit, that such First Unit together with the
Common Facilities is ready for Mechanical Completion and (ii) with respect to
any other Unit, that such Unit is ready for Mechanical Completion, Contractor
shall so notify Owner and the Independent Engineer. Owner and the Independent
Engineer shall then have the right to inspect such Unit and the Common
Facilities and thereafter advise Contractor of any defects, deficiencies and/or
discrepancies it determines between installed equipment, materials and
workmanship and such equipment, materials and workmanship as represented by
Scope of Work that must be corrected as a condition of Mechanical Completion
with respect to such Unit and/or Common Facilities; provided that nothing in
this Section 10.1 shall be deemed to relieve Contractor of any duty or
obligation under this Agreement. Contractor shall then perform corrective
measures to remove such defects, deficiencies, and/or discrepancies and shall
again notify Owner in writing when the Work is deemed ready for Mechanical
Completion. Owner and the Independent Engineer shall have five (5) Days after
each subsequent notification to advise Contractor, in writing, of any additional
or remaining defects, deficiencies and/or discrepancies which must be corrected
by Contractor as a condition to Mechanical Completion of such Unit and/or Common
Facilities. Thereafter, Contractor shall notify Owner of its intention to
commence Acceptance Tests with respect to such Unit in accordance with the terms
and procedures specified in Section 12.4. All Acceptance Tests conducted by
Contractor shall be in accordance with the Test Procedures. The cost of all such
testing shall be borne by Contractor except that Owner shall provide, at no cost
to
33
Contractor, the Consumables referred to in Section 4.1 and the operating
personnel referred to in Section 4.6.
(b) Substantial Completion shall mean each of the following
requirements shall have been satisfied:
(I) with respect to the First Unit,
(i) Mechanical Completion of the Common Facilities has
occurred;
(ii) all Work with respect to the Common Facilities,
except for Punchlist Items, shall be substantially completed in accordance with
the terms of this Agreement, and Contractor shall have delivered the Punchlist
to Owner and Independent Engineer, which Punchlist shall have been approved (on
or after the date of delivery of the Certificate of Substantial Completion) by
Owner and Independent Engineer, all in accordance with Section 10.3;
(iii) Owner has received from Contractor all permits,
licenses, and approvals for operation of the Common Facilities required to be
obtained by Contractor hereunder as set forth on Part 2 of Exhibit M;
(iv) Owner has received all drawings and all
specifications (except as-built drawings of the Common Facilities), test data,
and other technical information required hereunder for Owner to start-up,
operate and maintain the Common Facilities;
(v) Owner has received all manuals and instruction books
necessary to operate the Common Facilities in a safe, efficient and effective
manner;
(vi) All special tools with respect to the Common
Facilities required to be purchased by Contractor for Owner as provided herein
have been delivered to Owner;
(vii) Owner has received from Contractor any waivers of
liens relating to the Work which were not previously delivered by Contractor in
accordance with Section 7.8 (or has secured or removed existing liens in a
manner acceptable to Owner and Lender);
(viii) All conditions to Substantial Completion set
forth in Section 10.1(b)(II) with respect to the First Unit shall be satisfied;
and
(ix) Owner and the Independent Engineer have received
and accepted the Certificate of Substantial Completion with respect to the First
Unit and the Common Facilities pursuant to Section 10.2.
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(II) with respect to any Unit (including the First Unit),
(i) Mechanical Completion of such Unit has occurred;
(ii) all Work with respect to such Unit, except for
Punchlist Items, shall be substantially completed in accordance with the terms
of this Agreement, and Contractor shall have delivered the Punchlist to Owner
and Independent Engineer, which Punchlist shall have been approved (on or after
the date of delivery of the Certificate of Substantial Completion) by Owner and
Independent Engineer, all in accordance with Section 10.3;
(iii) with respect to such Unit, (A) Owner has received
results demonstrating that (1) Contractor has successfully completed all of the
Unit Power Output Test, the Maximum Unit Power Output Test, the Unit Heat Rate
Test, the Reliability Test, the Start-up Test and the Substantial Completion
Capability Tests and (2) all stack and other emissions from the Facility were in
compliance with the Emissions Guarantees at all times during such tests and (B)
Contractor has achieved (1) the Performance Minimums (and has otherwise
satisfied the requirements of Section 12.4(b) and/or Section 12.4(c)) and (2)
the Reliability Guarantee and the Start-up Guarantees;
(iv) such Unit and the Common Facilities related thereto
operate as a single, integrated and independent unit;
(v) the turbine generators for such Unit are
synchronized with the utility transmission system(s);
(vi) Owner has received from Contractor all permits,
licenses, and approvals for operation of the Unit required to be obtained by
Contractor hereunder as set forth on Part 2 of Exhibit M;
(vii) Owner has received all drawings and all
specifications (except as-built drawings of the Unit), test data, and other
technical information required hereunder for Owner to start-up, operate and
maintain such Unit;
(viii) Owner has received all manuals and instruction
books necessary to operate such Unit in a safe, efficient and effective manner;
(ix) All special tools with respect to such Unit
required to be purchased by Contractor for Owner as provided herein have been
delivered to Owner;
(x) Owner has received from Contractor any waivers of
liens relating to the Work which were not previously delivered by Contractor in
accordance with Section 7.8 (or has secured or removed existing liens in a
manner acceptable to Owner and Lender); and
35
(xi) Owner and the Independent Engineer have received
and accepted the Certificate of Substantial Completion with respect to such Unit
pursuant to Section 10.2.
(III) with respect to the Facility,
(i) Mechanical Completion and Substantial Completion
with respect to each Unit and the Common Facilities has occurred;
(ii) all Work, except for Punchlist Items, shall be
substantially completed in accordance with the terms of this Agreement, and
Contractor shall have delivered the Punchlist to Owner and Independent Engineer,
which Punchlist shall have been approved (on or after the date of delivery of
the Certificate of Substantial Completion) by Owner and Independent Engineer,
all in accordance with Section 10.3;
(iii) with respect to the Facility, (A) Owner has
received results demonstrating that (1) Contractor has successfully completed
all of the Auxiliary Load Test, the Maximum Auxiliary Load Test and the Cooling
Tower Performance Test and (2) all stack and other emissions from the Facility
were in compliance with the Emissions Guarantees at all times during such tests
and (B) Contractor has achieved the Auxiliary Load Guarantee, the Maximum
Auxiliary Load Guarantee and the Cooling Tower Performance Guarantee (or has
otherwise satisfied the requirements of Section 12.4 (b) and/or Section
12.4(c));
(iv) all Facility systems operate as a single,
integrated unit;
(v) Owner has received from Contractor all permits,
licenses, and approvals for operation of the Facility required to be obtained by
Contractor hereunder as set forth on Part 2 of Exhibit M;
(vi) Owner has received all drawings and all
specifications (except as-built drawings of the Facility), test data, and other
technical information required hereunder for Owner to start-up, operate and
maintain such Unit;
(vii) Owner has received all manuals and instruction
books necessary to operate such Unit in a safe, efficient and effective manner;
(viii) All special tools required to be purchased by
Contractor for Owner as provided herein have been delivered to Owner;
(ix) Owner has received from Contractor any waivers of
liens relating to the Work which were not previously delivered by Contractor in
accordance with Section 7.8 (or has secured or removed existing liens in a
manner acceptable to Owner and Lender) ); and
36
(x) Owner and the Independent Engineer have received and
accepted the Certificate of Substantial Completion with respect to the Facility
pursuant to Section 10.2.
(c) Final Acceptance Test Completion shall be deemed to occur
upon the last to occur of the following requirements: (i) Owner has received
results demonstrating that Contractor has successfully completed all of the
Availability Test, the Emissions Test, the Sound Level Test and the Final
Completion Capability Tests, (ii) Contractor has achieved the Availability
Guarantee, the Emissions Guarantee and the Sound Level Guarantee and (iii) Owner
and the Independent Engineer have received and accepted the Certificate of Final
Acceptance Test Completion pursuant to Section 10.4.
10.2. Notice of Substantial Completion. Once Contractor believes
that it has satisfied all of the requirements set forth in Section
10.1(b)(I)(I)-(viii), (II)(I)-(x) or (III)(i)-(ix) hereof, Contractor shall so
certify to Owner by submitting a Certificate of Substantial Completion to Owner
and providing a copy thereof to the Independent Engineer. Within ten (10) Days
following receipt of any such Certificate of Substantial Completion, Owner and
the Independent Engineer shall notify Contractor in writing whether, to Owner's
or Independent Engineer's knowledge, Contractor has met the requirements of
Section 10.1(b) and, if not, the reason therefor, including engineering
substantiation. Any such notification shall not be deemed to waive any rights of
Owner against Contractor under this Agreement. Substantial Completion with
respect to Unit or the Facility, if accepted by Owner and the Independent
Engineer, shall relate back to the date of the applicable Certificate of
Substantial Completion. If Owner or Independent Engineer determines that
Contractor has not met Substantial Completion as stated in its written notice to
Contractor in accordance with this Section 10.2, Substantial Completion shall
not be deemed to have occurred with respect to the applicable Unit or the
Facility. Any dispute regarding such notice shall be resolved in accordance with
the procedure set forth in Article 18.
10.3. Punchlist. Concurrent with the submission of any Certificate
of Substantial Completion by Contractor, Contractor shall submit to Owner and
the Independent Engineer a list of Punchlist Items (the "Punchlist") along with
an estimate of the cost to complete each Punchlist Item. Within ten (10) Days
following receipt of the Punchlist, Owner and the Independent Engineer shall
notify Contractor in writing either that it accepts the Punchlist or Owner and
Independent Engineer shall state its reasons for disagreement with the Punchlist
in reasonable detail; provided, however, that Owner's or Independent Engineer's
acceptance or rejection of the Punchlist (including the estimate of costs
therefor) shall not relieve Contractor of its liability to complete the
Punchlist Items. Any dispute regarding the Punchlist shall be resolved in
accordance with the procedure set forth in Article 18; provided, however, that
if Contractor does not promptly complete any remaining Punchlist Item, Owner
shall have the right to complete such item and backcharge Contractor's account.
Notwithstanding any other provision of this Agreement to the contrary, if the
completion of any Punchlist Items requires that the Unit or the Facility be shut
down or its output curtailed, and Contractor and Owner are unable to schedule a
mutually agreeable time for such shutdown or curtailment, Owner shall have the
option of
37
completing such Punch List Items itself, and may retain a portion of the
Contract Price equal to the cost of completing such Punch List Items by treating
the cost of such item as an Extra-Contractual Cost.
10.4. Notice of Final Acceptance Test Completion. Once Contractor
has performed all of the requirements set forth in Section 10.1(c) hereof,
Contractor shall so certify to Owner by submitting a Certificate of Final
Acceptance Test Completion to Owner and providing a copy thereof to the
Independent Engineer. Within ten (10) Days following receipt of any such
Certificate of Final Acceptance Test Completion, Owner and the Independent
Engineer shall notify Contractor in writing whether, to Owner's or Independent
Engineer's knowledge, Contractor has met the requirements of Section 10.1(c)(i)
and, if not, the reason therefor, including engineering substantiation. Any such
notification shall not be deemed to waive any rights of Owner against Contractor
under this Agreement. If Owner or the Independent Engineer determines that
Contractor has not met Final Acceptance Test Completion as stated in its written
notice to Contractor in accordance with this Section 10.4, Final Acceptance Test
Completion shall not be deemed to have occurred with respect to the applicable
Unit or the Facility. Any dispute regarding such notice shall be resolved in
accordance with the procedure set forth in Article 18.
10.5. Final Completion. Final Completion shall be deemed to occur
upon the last to occur of the following requirements: (i) Substantial Completion
of the Facility; (ii) Final Acceptance Test Completion, (iii) Owner and the
Independent Engineer has received and accepted the Final Completion Certificate,
the final "as-built" drawings and the Final Test Report; (iv) Owner has received
from Contractor a final certificate of Contractor certifying that all requested
waivers of all liens by Contractor and Subcontractors relating to the Work have
been obtained by Contractor and delivered to Owner (or Contractor has secured
all liens in a manner acceptable to Owner); (v) Contractor has removed all of
its equipment and materials and completed removal of all waste and rubbish from
around the Site; (vi) completion of all Punchlist Items; and (vii) Contractor
has performed all other provisions of and delivered all items required by this
Agreement then to be performed or delivered in a manner satisfactory to Owner.
10.6. Right of Waiver. Owner, with Lender's approval, shall have the
right, but shall have no obligation, to waive, defer or reduce any of the
requirements stated in Section 10.1 hereof at any time by written notice. Any
such waiver, deferral or reduction must specifically refer to this Section 10.5
in order to bind Owner. Owner's exercise of any rights hereunder shall apply
only to such requirements as Owner may waive and shall in no event relieve
Contractor of any requirements or other obligations not so specified.
10.7. Long-Term Obligations. It is expressly understood and agreed
by the parties that nothing in this Article 10 shall in any way modify or alter
Contractor's obligations under Article 11 and 12 hereof.
38
10.8. Operating Revenues. It is expressly understood and agreed by
the parties that any and all revenues generated by the operation of the Facility
at any time shall be solely for the account of Owner, except to the extent set
forth in Section 4.1.
ARTICLE 11.
WARRANTY AND GUARANTY
11.1. Contractor's Warranty. Contractor warrants for a period (a)
with respect to a Unit, commencing on the date of Substantial Completion of such
Unit and ending on the date one (1) year after the date of Substantial
Completion of such Unit and (b) with respect to the Common Facilities,
commencing on the date of Substantial Completion of the Facility and ending on
the date one (1) year after the date of Substantial Completion of the Facility
(or in each case an equivalent date applicable to the replacement contractor, in
the event this Agreement has been terminated prior to the applicable date of
Substantial Completion) (the "Primary Warranty Period") (i) that the Work and
the Equipment shall be new when installed (unless otherwise specified by Owner)
and free from defects or deficiencies in materials, workmanship, title or
otherwise, (ii) that each Unit and the Facility will be designed and the Work
performed in accordance with the requirements of this Agreement, the Scope of
Work and Prudent Utility Practices, (iii) that the installation of any and all
material and Equipment shall be in substantial accordance with the
manufacturer's requirements, (iv) that the Work will be Year 2000 Compliant and
will be adequately tested by Contractor to determine whether it is Year 2000
Compliant, and (v) that all Work shall be performed in accordance with all Laws,
and, on the date of Substantial Completion, the respective Unit and/or the
Facility shall meet and be capable of operating in compliance with, all Laws.
Owner has the option to extend the Primary Warranty Period, as it applies to the
three combustion turbines/generators for an additional one (1) year period
provided that Owner (A) provides notice of its intent to exercise such option to
Contractor within one hundred eighty (180) Days after the Substantial Completion
date and (B) thereafter executes a Change Order increasing the Maximum Price by
$1,539,000 .
11.2. Remedy. Except as provided in Section 11.3, if the warranty
set forth in Section 11.1 hereof is breached within the Primary Warranty Period
and Owner has provided notice to Contractor thereof, Contractor shall correct
the defective workmanship, material or design, as the case may be, immediately
on an expedited basis but at no cost to Owner (and at Contractor's sole cost),
and in any event Contractor shall provide a service engineer to begin corrective
action at the Facility within two (2) Days of receipt by Contractor of Owner's
notice. Contractor shall be directly responsible to Owner, at Contractor's
expense, for all corrective action notwithstanding any failure of a
Subcontractor or Vendor to provide or honor any warranty or guarantee. The
expense of refinishing, uncovering, or of removal and replacement, as the case
may be, and of making good other Work affected by such removal and replacement
shall be borne by Contractor and no extension of time or increase in the Maximum
Price will be allowed in connection therewith. Owner shall provide Contractor
with reasonable access to the Facility to perform its warranty obligations under
this Agreement, so long as such access does not interfere with operation of the
Facility. Contractor shall coordinate with Owner's schedule of
39
operation to minimize any adverse effect on the Facility's operations; provided
however, such deferral of access shall not exceed thirty (30) Days after request
for access by Contractor. Any corrective work (including without limitation, any
repaired or replaced item) shall be similarly warranted for a period of one year
from the date such corrective work is completed but in no event shall any
warranty extend beyond two (2) years (or twenty-four (24) months) beyond the
date of Substantial Completion. If, after notification of such defect in
workmanship, materials, or design, Contractor shall unreasonably delay in
diligently commencing, continuing or completing corrective action, then,
following notice to Contractor, Owner may correct such defect(s) and Contractor
shall be liable for all necessary costs, charges and expenses incurred by Owner
in connection therewith and shall forthwith pay to Owner an amount equal to such
costs, charges and expenses within thirty (30) Days after receipt of verifiable
invoices certified by Owner. The obligation of Contractor to pay such invoices
hereunder shall, at Owner's election, be subject to set-off against any amounts
that are due and owing by Owner to Contractor. Any such payments by Contractor
to Owner shall be treated both as reductions in the Maximum Price and as refunds
of a portion of the Contract Price, and any such set-offs shall be treated both
as reductions in the Maximum Price and the Contract Price.
11.3. Vendor Warranties. Without in any way derogating Contractor's
own representations, warranties and guarantees with respect to all of the Work
and the Equipment, Contractor shall use commercially reasonable efforts to
obtain for the benefit of Owner long-term warranties against defects in
Equipment obtainable from Vendors without additional compensation to such Vendor
and hereby assigns to Owner all warranties and/or guarantees relating to the
Equipment that Contractor receives from any and all of the Vendors for the
benefit of Owner. Contractor will notify Owner of the availability of additional
warranties offered by Vendors at an additional cost. Owner may purchase these
additional warranties by Change Order. Contractor shall cooperate with Owner in
Owner's enforcement of such additional warranties.
11.4. Warranty Limitations. Notwithstanding the foregoing,
Contractor's obligations under this Article 11 shall not extend to defects or
deficiencies resulting from ordinary wear and tear, Owner's failure to operate
or maintain the Facility or the Equipment in accordance with operation and
maintenance manuals furnished by Contractor, or the negligence of Owner or
Owner's personnel, unless such negligence resulted from action or inaction that
was taken or not taken, as the case may be, in reliance on information or
instructions provided by Contractor.
ARTICLE 12.
ACCEPTANCE TESTING AND SCHEDULE AND PERFORMANCE GUARANTEES
12.1. Guarantee of Timely Completion. Contractor hereby guarantees
that Substantial Completion of the Facility shall occur not later than the
Guaranteed Completion Date.
40
12.2. Delays Caused by Contractor. If Substantial Completion of a
Unit has not occurred on or prior to the Guaranteed Completion Date, then
Contractor shall pay to Owner liquidated damages for each full twenty-four (24)
hour period that Substantial Completion of such Unit is not attained beginning
at 12:01 A.M. on the second Day after the Guaranteed Completion Date (a) in an
amount equal to Forty-Three Thousand Three Hundred and Thirty-three dollars
($43,333) per Unit per day in the months of May through September and (b) in an
amount equal Thirty-Three Thousand Three Hundred and Thirty-three dollars
($33,333) per Unit per day during the months of October through April
(collectively, "Delay Liquidated Damages"). Accrued Delay Liquidated Damages
under this Section 12.2 shall be due and payable within five (5) Days of receipt
of Owner's request, which may be made by Owner at any time and from time to
time. Late payments of such amounts will bear interest at the Prime Rate. Owner
will have the right to offset any unpaid or accrued liability of Contractor
under this Section 12.2 against any amount due or to become due from Owner to
Contractor under this Agreement. Any such payments by Contractor to Owner shall
be treated both as a reduction in the Maximum Price and as refunds of portions
of the Contract Price, and any such set-offs shall be treated as reductions in
both the Maximum Price and the Contract Price. Except as provided in Section
16.1.2 or 16.1.3 hereof, payment of Delay Liquidated Damages shall be Owner's
sole and exclusive remedy for Contractor's unexcused failure to achieve
Substantial Completion of the Facility by the Guaranteed Completion Date.
12.3. Schedule Bonus. In the event Contractor attains Substantial
Completion of the three Units prior to the Guaranteed Completion Date, Owner
shall pay Contractor a bonus equal to Fifty thousand dollars ($50,000) for each
full twenty-four (24) hour period that Substantial Completion of the three Units
is attained prior to the Guaranteed Completion Date beginning at 12:01 A.M. on
the Day after the date of Substantial Completion of the three Units to but not
including the Guaranteed Completion Date. The bonus shall be payable by Owner
thirty (30) Days following the end of the calendar month during which such bonus
accrues. Any such bonus shall be treated as an increase in both the Maximum
Price and the Contract Price.
12.4. Acceptance Tests. (a) Contractor shall not commence the
Acceptance Tests for a Unit or the Facility until such Unit or the Facility has
achieved Mechanical Completion. Notwithstanding anything contained in the
immediately preceding sentence to the contrary, Contractor shall be permitted to
run tests on individual items of equipment for purposes of (i) verifying
Subcontractor requirements, (ii) satisfying emissions requirements; provided,
however, that (A) such equipment can be run without damage to the Facility or
any property and without injury to any other person and (B) Contractor shall
not, by virtue of performing such tests, be relieved of any of its obligations
under this Agreement, including without limitation, the obligations to
demonstrate that the Facility can be operated in compliance with all Laws. In
preparing for the performance of the Acceptance Tests, Contractor shall
reasonably cooperate with Power Purchaser, Operator and the natural gas
supplier(s) for purposes of scheduling, safety, coordination of activities and
similar matters. Contractor shall perform the Acceptance Tests at its sole
expense, with all costs thereof payable out of the Contract Price, except for
costs of Consumables provided by Owner pursuant to Section 4.1 and the operating
personnel provided by Owner pursuant to Section 4.6. Contractor shall provide a
Notice to Owner at least
41
twenty (20) Days prior to the date that Contractor expects the Work to be ready
for each Acceptance Tests (the "Acceptance Testing Notice").
(b) (i) Contractor shall conduct the Performance Tests as
described in Exhibit A to verify compliance of each Unit with the Performance
Guarantees. If the Performance Tests demonstrate that the Performance Guarantees
have been met, Contractor shall tender such Unit to Owner, subject to the
satisfaction of the other requirements for Substantial Completion, and Owner
shall pay to Contractor the bonuses, if any, set forth in Section 12.4(c) within
thirty (30) Days of receiving a written invoice therefor from Contractor.
(ii) If the Performance Tests demonstrate that any of
the Performance Guarantees have not been met, Contractor shall diligently take
corrective action until subsequent Performance Tests demonstrate that all
Performance Guarantees have been met or Contractor has tendered the Unit
pursuant to clause (iii) below. During this period, Contractor may repeat the
Performance Tests as many times as necessary to achieve the Performance
Guarantees, subject to the limitations set forth in clause (iv) below. In any
event, Contractor shall continue to pay Delay Liquidated Damages, if applicable,
in accordance with Section 12.2.
(iii) If Contractor (A) causes a Unit to achieve a
performance level of at least (1) 96.25% of the Unit Power Output Guarantee on a
per Unit basis, (2) 94.25% of the Maximum Unit Power Output Guarantee on a per
Unit basis and (3) 104.25% of the Unit Heat Rate Guarantee on a per Unit basis
(the "Performance Minimums") and (B) has satisfied the other requirements for
Substantial Completion, Contractor may declare Substantial Completion.
Commercial Tolerance Bands shall not be applied to the measurements or
calculations regarding Performance Minimums.
(iv) If (x) Contractor causes a Unit to achieve the
Performance Minimums pursuant to clause (iii) above and Substantial Completion
has been achieved, and (y) the Date Certain has not yet occurred, Contractor
shall have an opportunity to prepare and present to Owner a plan to achieve the
Performance Guarantees, which plan shall be consistent with the operational
requirements of the Facility and in accordance with the requirements of the
Agreement (the "Remedial Plan"). The Remedial Plan shall be prepared in
consultation with Owner, shall be presented within 30 days after the achievement
of the Substantial Completion and shall detail the corrective measures which
Contractor proposes to take to achieve the Performance Guarantees, the manner in
which such corrective measures will be implemented, the proposed schedule for
the implementation of such corrective measures, including the required outage
duration ("Cure Outage"), and the proposed period of time (the "Plan Period")
necessary to effect such corrective measures (which period of time shall not in
any event extend beyond the date that is twelve (12) months after the Guaranteed
Completion Date, provided, however, in the event that:
(A) the time necessary for Contractor to prepare for the
implementation of the cure, despite the exercise of due diligence,
does not permit the implementation of such cure during a planned
outage prior to the expiration of such twelve (12) month period; or
42
(B) the next available planned outage that Owner agrees to
permit Contractor to implement the cure occurs after the expiration
of such twelve (12) month period; or
(C) the outage utilized for implementation of the cure extends
beyond the expiration of such twelve (12) month period;
then the expiration of such twelve (12) month period shall be extended until the
completion of both the implementation of such cure and the required performance
testing.
Contractor agrees to schedule the Cure Outage during planned outages mutually
agreed upon by the Parties and Contractor agrees to take reasonable actions to
minimize the duration of any such Cure Outage. If the Unit is out of service on
an unscheduled basis, Contractor, subject to Owner's consent, such consent not
to be unreasonably withheld, may be given access to the Unit to implement such
cure. Owner shall provide Contractor the opportunity to make the necessary
corrections and to reperform such Performance Guarantee Tests, consistent with
the operational requirements of the Facility and the planned outage schedule. In
the event that the Cure Outage must be scheduled after the expiration of the
original twelve (12) month period described above, Owner agrees to pay
Contractor the unpaid balance of the Contractor Price upon the expiration of
such period and receipt of an irrevovable unconditional letter of credit in such
amount as Owner is entitled to retain under the terms of the Agreement.
Contractor shall proceed with due diligence to implement the Remedial Plan and
use reasonable efforts to achieve the Performance Guarantees. Contractor shall
review any material revisions to the Remedial Plan with the Owner. If any
revisions to the Remedial Plan require an extension of the outage beyond the
expiration of the Cure Outage, Contractor shall pay Owner Delay Liquidated
Damages at the rates and on the terms set forth in Section 12.2 for the period
of such extension. If Contractor elects not to attempt a cure, Contractor shall
so advise Owner and shall immediately pay the applicable Performance Liquidated
Damages in accordance with Section 12 4(c) hereof. At the end of the Plan
Period, Contractor shall pay the Performance Liquidated Damages calculated in
accordance with Section 12.4(c) hereof.
(v) Notwithstanding the foregoing, if Contractor has not
achieved the Performance Guarantees by the Date Certain, Contractor shall
immediately pay to Owner the Performance Liquidated Damages calculated in
accordance with Section 12.4(c) based upon the most recent Performance Test
results, provided that nothing contained herein shall limit Contractor's
obligation hereunder to achieve not less than the Performance Minimums.
(c) Liquidated damages and bonuses shall be payable to the
extent that the results of the Performance Tests differ, by a magnitude greater
than the Commercial Tolerance Band, from the Performance Guarantees set forth in
Exhibit A. Solely for the purpose of computing liquidated damages and bonuses
under this Section 12.4(c), the applicable Commercial Tolerance Band shall be
applied to the Unit Power Output (as adjusted to the Base
43
Conditions for the Unit Power Output Test) and the Unit Power Output (as
adjusted to the Base Conditions for the Maximum Unit Power Output Test) and the
applicable Commercial Tolerance Band shall be applied to the adjusted Unit Heat
Rate (as adjusted to the Base Conditions for the Unit Heat Rate Test). The
liquidated damages and bonuses applicable to the results of the Performance
Tests regarding compliance of the Facility with the Performance Guarantees are
as follows, and are subject to Sections 13.1 and 13.2:
(1) Unit Power Output Guarantee. (A) To the
extent that the Unit Power Output Shortfall is greater than
zero (0), Contractor shall pay liquidated damages for a Unit
in an amount equal to the product of Eight Hundred Dollars
($800) per kW times by the Unit Power Output Shortfall where
(I) the Unit Power Output Shortfall for such Unit is equal to:
Unit Power = Unit Power - [Unit Power Output * (1 + Commercial)]
Output Shortfall Output Guarante Tolerance Band
and (II) the Unit Power Output for such Unit is adjusted to
Base Conditions for the Unit Power Output Test.
(B) Owner shall pay Contractor Two Hundred
Dollars ($200) per kW that the Unit Power Output for a Unit,
as adjusted to Base Conditions for the Unit Power Output Test,
exceeds the Unit Power Output Guarantee plus the Commercial
Tolerance Band.
(2) Maximum Unit Power Output Guarantee. To the
extent the Maximum Unit Power Output Shortfall is greater than
zero (0), Contractor shall pay liquidated damages for a Unit
in an amount equal to the product of Four Hundred Dollars
($400) per kW times the Maximum Unit Power Output Shortfall
where (I) the Maximum Unit Power Output Shortfall for such
Unit is equal to:
Maximum Unit = Maximum Unit - [Unit Power *(1 + Commercial)] - Unit Power
Power Output Power Output Output Tolerance Band Output
Shortfall Guarantee Shortfall
and (II) the Unit Power Output for the Maximum Unit Power
Output Test for such Unit is adjusted to Base Conditions for
the Maximum Unit Power Output Test.
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(3) Unit Heat Rate Guarantee. To the extent the
Unit Heat Rate Exceedance is greater than zero (0), Contractor
shall pay liquidated damages for a Unit in an amount equal to
the product of Sixty-Seven Thousand and Two Hundred Dollars
($67,200) per BTU per kWh times the Unit Heat Rate Exceedance
where the Unit Heat Rate Exceedance is equal to:
Unit Heat = Unit Heat Rate * (1 - Commercial ) - Unit Heat Rate
Rate Exceedance Tolerance Band Guarantee
(4) Auxiliary Load Guarantee. (A) To the extent
the Auxiliary Load kW Exceedance is greater than zero (0),
Contractor shall pay liquidated damages in an amount equal to
the product of Eight Hundred Dollars ($800) per kW times the
Auxiliary Load kW Exceedance where (I) the Auxiliary Load kW
Exceedance is equal to:
Auxiliary Load = Guaranteed Facility - [Facility Power Output + Facility Power]
kW Exceedance Power Output Output Shortfall
where:
Facility Power = [(Unit Power + Unit Power + Unit Power)*(1 + Commercial)] - Auxiliary
Output Output Output Output Tolerance Band Load
Xxxx 0 Xxxx 0 Xxxx 0
Guaranteed Facility = ( 3 * Unit Power Output Guarantee) - Auxiliary Load
Power Output Guarantee
Facility Power = Unit Power + Unit Power + Unit Power
Output Shortfall Output Shortfall Output Shortfall Output Shortfall
Xxxx 0 Xxxx 0 Xxxx 0
and (II) the Auxiliary Load and the Unit Power Output for each
Unit is adjusted to Base Conditions for the Auxiliary Load
Test.
(B) To the extent the Auxiliary Load kW
Credit is greater than zero (0), Owner shall pay Contractor an
amount equal to the sum of (x) the product of Eight Hundred
Dollars ($800) per kW times the lesser of the Auxiliary Load
kW Credit and the Facility Power Output Shortfall plus (y) the
product of Two Hundred Dollars ($200) per kW times the
difference (to the extent such difference is greater than zero
(0)) between the Adjusted Auxiliary Load kW Credit minus the
Facility Power Output Shortfall where (I) the Auxiliary Load
kW Credit and the Adjusted Auxiliary Load kW Credit are equal
to:
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Auxiliary Load = [Facility Power Output + Facility Power] - Guaranteed Facility
kW Credit Output Shortfall Power Output
Adjusted Auxiliary = Auxiliary Load kW Credit * (1 - Commercial Tolerance Band)
Load kW Credit
and (II) the Auxiliary Load for each Unit is adjusted to Base
Conditions for the Auxiliary Load Test and the Unit Power
Output for each Unit is adjusted to Base Conditions for the
Unit Power Output Test.
(C) To the extent the Auxiliary Load HR
Exceedance is greater than zero (0), Contractor shall pay
liquidated damages in an amount equal to the product of Two
Hundred and One Thousand and Six Hundred Dollars ($201,600)
per BTU per kWh times the Auxiliary Load HR Exceedance where
the Auxiliary Load HR Exceedance is equal to:
Auxiliary Load = [Facility Heat Rate * (1 - Commercial) - Facility Heat Rate] -
HR Exceedance Tolerance Band Guarantee
Facility Heat Rate Exceedance
where:
Facility Heat = [(Unit Heat* Unit Power) Unit 1 + (Unit Heat* Unit Power) Unit 2
Rate Rate Output Rate Output
+ (Unit Heat* Unit Power) Unit 3] /
Rate Output
[(Unit Power + Unit Power + Unit Power) * (1 - Commercial)
Output Xxxx 0 Xxxxxx Xxxx 0 Output Unit 3 Tolerance Band
- Auxiliary Load]
Facility Heat = [(Unit Heat Rate * Unit Power Output) *3] /
Rate Guarantee Guarantee Guarantee
[(Unit Power Output) * 3 - Auxiliary Load]
Guarantee Guarantee
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Facility Heat = [[(Unit Heat* Unit Power) Unit 1 + (Unit Heat* Unit Power) Unit 2
Rate Exceedance Rate Output Rate Output
+ (Unit Heat* Unit Power) Unit 3] /
Rate Output
[(Unit Power + Unit Power + Unit Power) *(1 - Commercial) ]]
Output Xxxx 0 Xxxxxx Xxxx 0 Xxxxxx Xxxx 0 Tolerance Band
- Unit Heat Rate Guarantee
(D) To the extent the Auxiliary Load HR Credit is greater than
zero (0), Owner shall pay Contractor an amount equal to the
product of Two Hundred and One Thousand and Six Hundred
Dollars ($201,600) per BTU per kWh times the lesser of (x) the
Auxiliary Load HR Credit and (y) the Facility Heat Rate
Exceedance where the Auxiliary Load HR Credit is equal to:
Auxiliary Load = Facility Heat Rate Exceedance -
HR Credit
[Facility Heat Rate * ( 1 - Commercial ) - Facility Heat Rate]
Tolerance Band Guarantee
(5) Maximum Auxiliary Load Guarantee. (A) To the
extent the Maximum Auxiliary Load kW Exceedance is greater
than zero (0), Contractor shall pay liquidated damages in an
amount equal to the product of Four Hundred Dollars ($400) per
kW times the Maximum Auxiliary Load kW Exceedance where (I)
the Maximum Auxiliary Load kW Exceedance is equal to:
Maximum Maximum Maximum Auxiliary
Auxiliary Load = Guaranteed Facility - [ Facility Power + Load ]
kW Exceedance Power Output Output Exceedance
where:
Maximum
Facility Power = [(Unit Power + Unit Power + Unit Power)*(1 + Commercial)] - Auxiliary
Output Output Xxxx 0 Xxxxxx Xxxx 0 Xxxxxx Xxxx 0 Tolerance Band Load
Maximum
Guaranteed Facility = ( 3* Maximum Unit Power Output Guarantee) Maximum Auxiliary
Power Output Load Guarantee
47
Adjusted Maximum Maximum Unit Power Maximum Unit Power
Power Output = [Power Output + Output ] Unit 1 + [ Power Output + Output ] Unit 2
Shortfall Shortfall Shortfall Shortfall Shortfall
Maximum Unit Power
+ [ Power Output + Output ] Xxxx 0
Xxxxxxxxx Xxxxxxxxx
and (II) the Auxiliary Load for each Unit is adjusted to Base
Conditions for the Maximum Auxiliary Load Test and the Unit
Power Output (for the Maximum Unit Power Output Test) for each
Unit is adjusted to Base Conditions for the Maximum Unit Power
Output Test.
(B) To the extent the Maximum Auxiliary Load kW
Credit is greater than zero (0), Owner shall pay Contractor an
amount equal to Four Hundred Dollars ($400) per kW times the
lesser of (x) the Maximum Auxiliary Load kW Credit and (y) the
Facility Maximum Power Output Shortfall where the Maximum
Auxiliary Load kW Credit and the Maximum Facility Power Output
Shortfall are equal to:
Maximum Maximum Auxiliary Maximum
Auxiliary Load = [ Facility Power + Load ] - Guaranteed Facility
kW Credit Output Exceedance Power Output
Maximum Facility = Unit Power + Unit Power + Unit Power
Power Output Shortfall Output Shortfall Xxxx 0 Xxxxxx Xxxxxxxxx Xxxx 0 Output Shortfall Unit 3
and (II) the Auxiliary Load and the Unit Power Output for each
Unit is adjusted to Base Conditions for the Maximum Auxiliary
Load Test.
(6) Cooling Tower Performance Guarantee. (A)
Contractor shall pay Eight Hundred Dollars ($800) per kW by
which the Unit Power Output, as adjusted to Base Conditions
for the Unit Power Output Test, is less than the Unit Power
Output Guarantee for such Unit due solely to the failure of
the cooling tower to achieve its guaranteed performance (any
such amount, the "Cooling Tower Performance Shortfall").
(B) Contractor shall pay Sixty-Seven Thousand and
Two Hundred Dollars ($67,200) per BTU per kWh by which the
Unit Heat Rate exceeds the Unit Heat Rate Guarantee for such
Unit due solely to the failure of the cooling tower to achieve
its guaranteed performance.
48
(C) Contractor shall pay Four Hundred Dollars
($400) per kW by which (a) the amount by which the Unit Power
Output, as adjusted to Base Conditions for the Maximum Unit
Power Output Test, is less than the Maximum Unit Power Output
Guarantee for such Unit due solely to the failure of the
cooling tower to achieve its guaranteed performance exceeds
(b) the Cooling Tower Performance Shortfall.
Payment of liquidated damages on account of Performance
Tests shall be Owner's sole and exclusive remedy for Contractor's failure to
achieve and demonstrate the Performance Guarantees.
(d) Contractor shall also initiate and perform in accordance
with Exhibit A, the Availability Test, the Reliability Test, the Start-up Test,
the Capability Tests, the Sound Level Test and the Emissions Test.
12.5. Setoff; Payment of Liquidated Damages. The obligation of
Contractor to pay Liquidated Damages hereunder shall at Owner's election be
subject to setoff against any amounts that are due and owing by Owner to
Contractor. Any payments by Contractor to Owner of Liquidated Damages shall be
treated both as reductions in the Maximum Price and as partial refunds of the
Contract Price, and any set-offs by Owner of Liquidated Damages against amounts
due and owing to Contractor shall be treated as reductions in both the Maximum
Price and the Contract Price.
ARTICLE 13.
LIMITATIONS ON LIABILITY; BONUSES
13.1. Limitation of Liquidated Damages. The aggregate liability of
Contractor to pay Delay Liquidated Damages (other than Delay Liquidated Damages
due by Contractor pursuant to Sections 12.4(b)(iv) and 17.6) shall not exceed an
amount equal to five percent (5%) of the Maximum Price on account of any
individual Unit. The aggregate liability of Contractor to pay all Liquidated
Damages hereunder (including Delay Liquidated Damages due by Contractor pursuant
to Sections 12.4(b)(iv) and 17.6) shall not exceed an amount equal to thirty
percent (30%) of the Maximum Price (provided, that in no event shall the
aggregate liability on account of any individual Unit exceed fifteen percent
(15%) of the Maximum Price), plus the full amount received by Contractor in
respect of bonuses hereunder.
13.2. Limitations of Bonuses. The aggregate schedule bonus that
Contractor may earn under Article 12 shall not exceed an amount equal to Three
Million dollars ($3,000,000). The aggregate schedule and performance bonuses
that Contractor may earn under Article 12 shall not exceed an amount equal to
Five Million dollars ($5,000,000).
13.3. Maximum Liability. The aggregate liability of Contractor
pursuant to this Agreement, including its maximum liability for Liquidated
Damages set forth in Section 13.1, whether arising out of contract, tort
(including negligence), strict liability, or any other cause of
49
action shall not exceed an amount equal to one hundred percent (100%) of the
Maximum Price; provided that expenditures by Contractor which are reimbursed or
paid from the proceeds of Owner's "All-Risk" insurance policy shall not be
credited towards the maximum liability under this Section 13.3.
13.4. Consequential Damages. Except for Liquidated Damages payable
by Contractor, neither party shall be liable to the other whether in contract,
tort, equity or otherwise (including negligence, warranty, strict liability, or
otherwise) for any losses or damages caused by reason of unavailability of the
Facility, shutdowns or service interruptions of the Facility, loss of use, loss
of production, cost of replacement or purchased power, loss of profits or
revenue; cost of capital; claims of the other party's customers; or any
punitive, exemplary, special, indirect, incidental, or consequential damages and
each party expressly waives the right to claim, seek or collect any of the
foregoing damages.
13.5. Releases Valid in All Events. To the extent permitted by
applicable Law, and except as otherwise expressly provided herein, all releases,
disclaimers, waivers, indemnities and limitations and apportionments of
liability and exclusive remedy provisions expressed herein shall apply even in
the event of the negligence, strict liability, fault or breach of contract
(including other legal bases of responsibility such as fundamental breach) of
the party whose liability is released, disclaimed, waived, apportioned or
limited or fixed by such exclusive remedy provision or who is indemnified and
shall also extend to such party's Affiliates and subcontractors of every tier.
13.6. Liquidated Damages Not Penalty. The parties acknowledge and
agree that because of the unique nature of the Facility and the unavailability
of a substitute facility, it is difficult or impossible to determine with
precision the amount of damages that would or might be incurred by Owner as a
result of Contractor's failure to cause the Facility to achieve Substantial
Completion by the Guaranteed Completion Date or to satisfy the Performance
Guarantees. It is understood and agreed by the parties that if Owner shall be
damaged by failure of Contractor to meet such obligations (a) it would be
impracticable or extremely difficult to fix the actual damages resulting
therefrom, (b) any sums which would be payable under Article 12, are in the
nature of liquidated damages, and not a penalty, and are fair and reasonable and
(c) such payment represents a reasonable estimate of fair compensation for the
losses that may reasonably be anticipated from such failure.
13.7. No Implied Warranties. THE EXPRESS WARRANTIES AND REMEDIES SET
FORTH IN THIS AGREEMENT EXPRESS THE ONLY WARRANTIES OF CONTRACTOR FOR THE WORK,
AND NO OTHER WARRANTIES OR REMEDIES OF ANY KIND, WHETHER STATUTORY, WRITTEN,
ORAL OR IMPLIED (INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OF
MERCHANTABILITY), SHALL APPLY. THE REMEDIES SET FORTH HEREIN SHALL BE OWNER'S
SOLE AND EXCLUSIVE REMEDIES FOR DEFECTS IN THE WORK AND BREACH OF THE WARRANTIES
AND GUARANTEES STATED HEREIN AND CONTRACTOR IS HEREBY RELEASED FROM ANY
LIABILITY IN EXCESS THEREOF.
50
ARTICLE 14.
CONTRACTOR'S REPRESENTATIONS
Contractor represents and warrants that:
14.1. Corporate Standing. It is a joint venture duly organized,
validly existing and in good standing under the laws of the State of Mississippi
and, along with each of its joint venturers, is qualified to do business in the
State of Mississippi and all other jurisdictions in which the nature of the
business conducted by it makes such qualification necessary.
14.2. No Violation of Law; Litigation. It is not in violation of any
applicable Law promulgated, or judgment entered by any federal, state, local or
governmental authority which violations, individually or in the aggregate, would
affect its performance of any obligations under this Agreement. There are no
legal or arbitration proceedings or any proceeding by or before any governmental
or regulatory authority or agency, now pending or (to the best knowledge of
Contractor) threatened against Contractor which, if adversely determined, could
have a material adverse effect on the financial condition, operations, prospects
or business, as a whole, of Contractor, or its ability to perform under this
Agreement.
14.3. Consents; Licenses. It is the holder of all federal, state,
local or other governmental consents, licenses, permits, or other authorizations
required to permit it to operate or conduct its business now and as contemplated
by this Agreement.
14.4. No Breach. None of the execution and delivery of this
Agreement or any documents executed or delivered in connection herewith, the
consummation of the transactions herein contemplated or compliance with the
terms and provisions hereof will conflict with or result in a breach of, or
require any consent under, the organizational documents of Contractor, or any
applicable law or regulation, or any order, writ, injunction or decree of any
court, or any agreement or instrument to which Contractor is a party or by which
it is bound or to which it is subject, or constitute a default under any such
agreement or instrument.
14.5. Partnership Action. Contractor has all necessary power and
authority to execute, deliver and perform its obligations under this Agreement;
and the execution, delivery and performance by Contractor of this Agreement has
been duly authorized by all necessary action on its part; and this Agreement has
been duly and validly executed and delivered by Contractor and constitutes the
legal, valid and binding obligation of Contractor enforceable in accordance with
its terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization or moratorium or other similar Laws relating to the
enforcement of creditors' rights generally and by general equitable principles.
14.6. Qualifications. It has: (a) examined this Agreement thoroughly
and become familiar with its terms and (b) full experience and proper
qualifications to perform the Work and to construct the Facility.
51
ARTICLE 15.
OWNER'S REPRESENTATIONS
Owner represents and warrants that:
15.1. Corporate Standing. It is a limited partnership duly
organized, validly existing and in good standing under the laws of the State of
Delaware and is or will be qualified to do business in all jurisdictions in
which the nature of the business conducted by it makes such qualification
necessary.
15.2. Litigation. There are no legal or arbitration proceedings or
any proceedings by or before any governmental or regulatory authority or agency,
now pending or (to the best knowledge of Owner) threatened against Owner which,
if adversely determined, would have a material adverse effect on the financial
condition, operations, prospects or business, as a whole, of Owner.
15.3. No Breach. None of the execution and delivery of this
Agreement, the consummation of the transactions herein contemplated or
compliance with the terms and provisions hereof will conflict with or result in
a breach of, or require any consent under, the organizational documents of
Owner, or any applicable law or regulation, or any order, writ, injunction or
decree of any court, or any agreement or instrument to which Owner is a party or
by which it is bound or to which it is subject, or constitute a default under
any such agreement or instrument.
15.4. Partnership Action. Owner has all necessary power and
authority to execute, deliver and perform its obligations under this Agreement;
and the execution, delivery and performance by Owner of this Agreement has been
duly authorized by all necessary action on its part; and this Agreement has been
duly and validly executed and delivered by Owner and constitutes the legal,
valid and binding obligation of Owner enforceable in accordance with its terms,
except as the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization or moratorium or other similar Laws relating to the enforcement
of creditors' rights generally any by general equitable principles.
ARTICLE 16.
DEFAULT AND TERMINATION
16.1. Default by Contractor. Each of the following shall constitute
a default by Contractor under this Agreement:
16.1.1. Termination for Contractor's Inability to Perform. If
Contractor or any entity controlling Contractor sells or transfers all or
substantially all of its assets or if Contractor or any entity controlling
Contractor merges with or into any other entity or if any proceedings are
instituted by or against Contractor seeking to adjudicate Contractor as a
bankrupt or insolvent, or if Contractor makes a general assignment for the
benefit of its creditors, or if a
52
receiver is appointed on account of the insolvency of Contractor, or if
Contractor files a petition seeking to take advantage of any other law relating
to bankruptcy, insolvency, reorganization, winding up or composition or
readjustment of debts and, in the case of any such proceeding instituted against
Contractor (but not by Contractor) such proceeding is not dismissed within
thirty (30) Days of such filing, Owner may without prejudice to any other right
or remedy Owner may have, terminate this Agreement effective seven (7) Days
after giving written notice of such termination to Contractor.
16.1.2. Termination for Contractor's Failure to Perform. In
the event Contractor (i) fails, neglects, refuses or is unable at any time
during the course of the performance of the Work to provide sufficient material,
equipment, services, or labor to timely perform the Work, (ii) fails to make
prompt payment of undisputed invoices due to Subcontractors for materials or
labor, or otherwise repudiates or is in default with respect to any of its
obligations to any Subcontractor, (iii) disregards or breaches any Laws, (iv) is
in breach of any representation or warranty furnished hereunder or in any
certificate or notice to Owner, (v) fails to correct any defective Work during
performance of the Work or within the Primary Warranty Period of which it is
advised by Owner or any representative of Owner, or (vi) otherwise is in default
of a material obligation of this Agreement, and, if Contractor fails to correct
such condition within fifteen (15) Days thereof, or with respect to non-monetary
defaults, to diligently commence best efforts to correct such condition within
fifteen (15) Days thereof and to complete the correction of such condition
within thirty (30) Days (or such longer period as Owner, in its sole judgment,
may permit), Owner may, without prejudice to any other right or remedy Owner may
have and after giving Contractor seven (7) Days' notice thereof, terminate this
Agreement.
16.1.3. Termination for Contractor's Inability to Achieve
Substantial Completion by the Date Certain. In the event Contractor fails to
achieve Substantial Completion of the Facility by the Guaranteed Completion
Date, Contractor shall deliver to Owner within five (5) Days a plan setting
forth in detail Contractor's planned corrective action to achieve Substantial
Completion of the Facility at the earliest practical date (the "Substantial
Completion Remedial Plan"). Contractor shall update the Substantial Completion
Remedial Plan on a weekly basis and immediately upon the occurrence of any
material change in the corrective action planned or the target date for
Substantial Completion. If at any time the Substantial Completion Remedial Plan
fails to reasonably demonstrate that Contractor should achieve Substantial
Completion of the Facility by the Date Certain, Owner may, without prejudice to
any other right or remedy Owner may have and after giving Contractor seven (7)
Days' notice thereof, terminate this Agreement.
16.1.4. Owner's Rights. In the event that Owner elects to
terminate this Agreement pursuant to Section 16.1.1, 16.1.2 or 16.1.3 hereof,
Owner may employ any other person, firm or other entity (sometimes hereinafter
referred to as "Replacement Contractor") to complete the Work by whatever method
Owner may deem expedient, and may undertake such expenditures as in Owner's sole
judgment will accomplish timely completion of the Facility (including, without
limitation, the entry into contracts without prior solicitation of proposals).
In
53
such event, Contractor shall not be entitled to receive any further payments
under this Agreement except for payments for Work performed prior to such
termination in accordance with the terms of this Agreement.
16.1.5. General Obligations. If Owner elects to terminate this
Agreement pursuant to Section 16.1.1, 16.1.2 or 16.1.3 hereof, Contractor shall,
at Owner's request and at Contractor's sole expense, perform the following
services relative to the Work so affected:
(a) provide Owner or any Replacement Contractor with the
right to take possession of all of Contractor's equipment located at the Site
for the purpose of completing the Work (subject to payment of a reasonable
rental thereon);
(b) assist Owner in preparing an inventory of all
Equipment in use or in storage at the Site;
(c) assign to Owner, or to any Replacement Contractor,
all subcontracts and other contractual agreements (including warranties) as may
be designated by Owner, all of which subcontracts and contractual agreements
shall be so assignable, and make available all issued permits, licenses,
authorizations, approvals, patents and other proprietary rights then held by
Contractor pertaining to the Facility;
(d) remove from the Site all waste and rubbish and all
such equipment as Owner may request;
(e) deliver to Owner all design and other information as
may be reasonably requested by Owner for the completion and/or operation of the
Facility; and
(f) supply any proprietary components needed for the
completion and operation of the Facility.
16.1.6. Contractor Payment Obligations. (a) If Owner
terminates this Agreement pursuant to Sections 16.1.1, 16.1.2 or 16.1.3 hereof,
Owner shall determine the total expenses incurred in completing the Work
including, without limitation, any costs of accelerated or expedited
construction methods incurred in an attempt to mitigate delay, charges for
administering subcontracts, and legal fees associated with the termination. Such
expenses shall be charged to Contractor and deducted from any amounts due and
payable to Contractor hereunder at the time of, or subsequent to, termination.
If the total expenses incurred by Owner in completing the Work exceeds the
unpaid balance of the Contract Price, then Contractor shall be liable for and
shall pay to Owner the amount of such excess within ten (10) Days following
receipt of Owner's demand for such payment. The obligation of Contractor to make
such payments hereunder shall, at Owner's election, be subject to set-off
against any amounts that are due and owing by Owner to Contractor. Any such
payments by Contractor to Owner shall be treated both as reductions in the
Maximum Price and as refunds of a portion of the Contract Price, and any
set-offs by Owner against amounts due and owing to Contractor shall be treated
as reductions in both the Maximum Price and the Contract Price.
54
(b) Notwithstanding anything to the contrary contained
herein, if Owner terminates this Agreement pursuant to Sections 16.1.1, 16.1.2
or 16.1.3 hereof, all unpaid Liquidated Damages accrued to the date of
termination shall be immediately due and payable by Contractor to Owner
regardless of Owner's failure to request such amounts or whether the Corrective
Period has expired. Further, if Owner terminates this Agreement pursuant to
Section 16.1.2(vi), Contractor shall pay to Owner additional Delay Liquidated
Damages for the period following termination equal to the dollar amount
specified in Section 12.2 multiplied by the difference in Days between (a) the
projected date of Substantial Completion of each Unit determined at the time of
termination and (b) the Guaranteed Completion Date. This determination shall be
based upon the actual pace and progress of construction maintained by Contractor
prior to the time of termination as reasonably calculated by Owner.
16.2. Optional Termination by Owner.
16.2.1. Termination Prior to Notice to Proceed. In the event
that prior to the issuance of the Notice to Proceed, Owner decides not to
proceed further with the Facility, Owner and Contractor shall, subject only to
any Owner obligations under any Limited Notice to Proceed, have no further
responsibilities under this Agreement and each party shall bear its own costs
and have no right of recovery of those costs against the other.
16.2.2. Termination Following Notice to Proceed. (a) Owner may
terminate this Agreement in whole or in part at any time by written notice
thereof to Contractor. Upon receipt of any such notice, Contractor shall, unless
the notice directs otherwise: (a) immediately discontinue the Work on the date
specified in such notice and to the extent specified in such notice; (b) place
no further orders or subcontracts for Equipment or services except as may be
necessary for completion of such portion of the Work as is not discontinued; (c)
promptly make every reasonable effort to procure cancellation upon terms
satisfactory to Owner of all orders, subcontracts and rental agreements to the
extent they relate to the performance of the Work that is discontinued; and (d)
thereafter execute only that portion of the Work as may be necessary to preserve
and protect Work already in progress and to protect Equipment at the Site or in
transit thereto.
(b) Remedies. Contractor waives any claims for
consequential damages, including loss or anticipated profits for uncompleted
Work, on account of a termination by Owner pursuant to this Section 16.2.2 and
shall accept as its sole remedy the following: (i) reimbursement for all unpaid
aspects of the Work properly performed by Contractor and its Subcontractors,
(ii) all accumulated Retainage and (iii) all reasonable and necessary costs of
termination, in each case, as such costs are reasonably substantiated in writing
by Contractor to Owner. Contractor shall use reasonable efforts to minimize any
costs of termination. If, at the date of such termination, Contractor has
properly purchased, prepared or fabricated off-Site any Equipment for subsequent
incorporation at the Site, Owner shall have the option of having such Equipment
or a portion thereof delivered to the Site or to such other place as Owner shall
reasonably direct. Payments for termination under this Section 16.2.2 shall be
due Contractor within fifteen (15) Days of Owner's receipt of a substantiated
invoice.
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16.3. Termination by Contractor.
(a) If Owner fails to make any undisputed payment due
hereunder within ten (10) Business Days after the date upon which such payment
is due Contractor, then Contractor may upon fifteen (15) Business Days' prior
written notice to Owner stop Work until Contractor receives payment of all
undisputed amounts then due plus reasonable suspension and resumption expenses
and other additional costs as provided in Section 16.4.3 (not including lost
profits or any indirect, incidental or consequential damages), at which time
Contractor shall immediately re-commence performance of the Work. If Owner fails
to pay Contractor any undisputed portion of any payment within ninety (90) Days
after the payment due date, Contractor may terminate this Agreement and any such
termination shall be deemed an optional termination by Owner pursuant to Section
16.2.
(b) Further, if, during the continuance of this Agreement,
Owner shall default in any material respect in the observance or performance of
any material covenant, condition or agreement of Owner contained herein (other
than those contemplated by subsection (a) above) and Owner shall not have taken
reasonable action to commence a cure of such default within thirty (30) Days
after notice from Contractor to Owner and Lender specifying the default and
demanding that the same be remedied, and Owner is not otherwise excused
hereunder, then, in any such event, Contractor may terminate this Agreement by
giving notice of termination to Owner and Lender and any such termination shall
be deemed an optional termination by Owner pursuant to Section 16.2.
16.4. Suspension of the Work.
16.4.1. General. Owner may at any time or from time to time,
and for any reason, suspend performance of the Work or any portion thereof by
giving notice to Contractor (a "Suspension Notice"). Such suspension shall
continue for the period (the "Suspension Period") specified in the Suspension
Notice. At any time after the effective date of the suspension, Owner may
require Contractor to resume performance of the Work. Upon receipt from Owner of
any Suspension Notice, Contractor shall, unless the notice requires otherwise:
(a) Immediately discontinue the Work as directed by the
notice of Suspension, as soon as the Work is brought to a safe condition;
(b) Place no further orders or subcontracts for
Equipment with respect to suspended Work other than to the extent required in
the notice of Suspension;
(c) Promptly make every reasonable effort to obtain
suspension upon terms satisfactory to Owner of all subcontracts, to the extent
they relate to performance of Work suspended; and
(d) Continue to protect and maintain the Work, including
those portions that have been suspended.
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16.4.2. Extension of Time. In the case of any suspension under
this Section 16.4, the Guaranteed Completion Date and the Project Schedule shall
be extended by a period reasonably necessary to account for the Suspension
Period.
16.4.3. Compensation to Contractor. Owner shall compensate
Contractor monthly for those reasonable additional costs attributable to the
suspension of Work during the Suspension Period pursuant to a Suspension Notice
that are documented by Contractor to the satisfaction of Owner. All claims by
Contractor for compensation under this Section 16.4 must be made within
forty-five (45) Days after the Suspension Period has ended and the Work has been
either terminated or resumed. Payments by Owner under this Section 16.4 shall be
made in accordance with Section 7 hereof and shall increase both the Maximum
Price and the Contract Price.
ARTICLE 17.
INDEMNITIES
17.1. General Indemnity. Contractor agrees to indemnify, defend and
hold harmless Owner (including its Affiliates and their shareholders and
partners), Lender and Independent Engineer and each of their employees,
officers, directors, agents and representatives (collectively, "Owner's
Indemnitees") from and against third party actions, legal or administrative
proceedings, claims, demands, damages, liabilities, interest, attorney's fees,
costs, and expenses of whatsoever kind or nature, arising out of or in
connection with (i) bodily injury or property damage to third parties (whether
occurring before or after completion of the Work) to the extent caused by the
negligent acts or omissions of Contractor or any Subcontractor or their
respective employees or agents or anyone else acting under their direction and
control or on their behalf during the performance of the Work or during any
curative action under any warranty and (ii) the presence, discharge, escape,
release or threatened release, of any Hazardous Material brought onto the Site
or permitted to be introduced to the Site by Contractor or any Subcontractor or
their respective employees or agents or anyone else acting under their direction
and control or on their behalf during the performance of the Work or during any
curative action under any warranty. The indemnity provisions expressed in this
Section 17.1 shall apply to the fullest extent permitted by law and shall in no
manner amend, abridge, modify, or restrict any other obligation of Contractor
expressed elsewhere in this Agreement. The parties expressly acknowledge and
agree, however, that any payments made by Owner to Contractor under Section 17.1
represent payments in satisfaction of the indemnification obligations of Owner
to Contractor and do not represent additional compensation to Contractor under
Section 7.1 or increase the Maximum Price or Contract Price.
17.2. Patent Indemnification. (a) Contractor expressly warrants and
represents that it shall pay all royalties under or in respect of, and shall
indemnify, defend and save Owner harmless from and against any and all claims
whatsoever arising from or in any manner related to an infringement of patents
or the improper use of other proprietary rights which may occur in connection
with Contractor's or any Subcontractor's performance of the Work pursuant to
this
57
Agreement. Contractor shall have sole authority for the control of the defense
of any and all such claims. Furthermore, should any such claim impair
Contractor's performance of the Work or continued operations of the Facility,
then Contractor shall, at its own expense, either timely procure the appropriate
license so as not to impair the Project Schedule or continuity of operation or
replace the infringing component, part, material, or design with a
non-infringing device or design or modify it so that it becomes non-infringing.
(b) Owner shall notify Contractor in writing as soon as Owner
shall receive notice of any claims of infringement of patents or other
proprietary rights occurring in connection with Contractor's performance of the
Work. In turn, Contractor shall timely notify Owner in writing of any claims
which Contractor may receive alleging infringement of patents or other
proprietary rights which may affect Contractor's performance of the work under
this Agreement.
17.3. Effect of Owner's Actions. Owner's acceptance of Contractor's
engineering designs or proposed or supplied materials and equipment shall not be
construed to relieve Contractor of any of its obligations hereunder.
17.4. No Limitation of Contractor's Obligation. In any and all
claims against Owner, its employees and agents and anyone else acting for or on
behalf of Owner, by any employee of Contractor or any Subcontractor or by anyone
directly or indirectly employed by any of them or anyone for whose acts any of
them may be liable, the indemnification obligation stated above shall not be
limited in any way by any limitation on the amount or type of damages,
compensation or benefit payable by or for Contractor or any Subcontractor under
the applicable worker's compensation act, disability acts, or other employee
benefits acts.
17.5. Tax Indemnity. Contractor shall defend, indemnify and hold
Owner, its assigns and affiliates harmless from and against all claims by any
governmental authority claiming taxes, duties or fees for which Contractor is
responsible for payment under Section 3.14. Owner shall defend, indemnify and
hold Contractor, its assigns and affiliates harmless from and against all claims
by any governmental authority claiming taxes, duties, or fees for which Owner is
responsible for payment under Section 4.5. The tax indemnification obligations
of this Section 17.5 shall survive the completion of the Facility and the
expiration and termination of this Agreement and shall continue for the period
of the applicable statutes of limitations for the assessment and collection of
such taxes during which the appropriate taxing authorities may institute, and
until the termination of, any applicable administrative, judicial, or other
appropriate legal proceedings instituted, for the assessment and collection
thereof.
17.6. Availability Reimbursement. (a) Contractor acknowledges that
(i) Owner intends to commercially operate each Unit under its Power Purchase
Agreement on and after Substantial Completion of such Unit and (ii)(A) any
interference, damage or hindrance by Contractor caused by or relating to the
construction and achievement of Substantial Completion of any other Unit or the
Facility or (B) the failure of any Acceptance Test conducted after any such
Substantial Completion, in each case may affect Owner's ability to meet, among
other
58
things, the Unit availability requirements under the Power Purchase Agreement
and emissions under its permits and other governmental approvals.
(b) Notwithstanding anything to the contrary in this
Agreement, if Owner is prevented from operating any Unit or the Facility due
solely to the cause set forth in Section 17.6(a)(ii)(A) above, Contractor shall
be obligated to pay Delay Liquidated Damages accruing upon the commencement of
and for the duration of the period of nonoperation of the Unit or the Facility
due to such conditions until such Unit or the Facility is able to be returned to
operation; provided, that for the purposes of this Section 17.6(b), Contractor
shall pay to Owner liquidated damages on the terms set forth in Section 12.2 but
(i) on and prior to the Guaranteed Completion Date, in an amount payable on the
Guaranteed Completion Date and equal to, as of any date of determination, (A)
the aggregate liquidated damages in an amount accruing upon the commencement of
and for the duration of each period of nonoperation of a Unit due to such
conditions until such Unit is able to be returned to operation at the rates set
forth in Section 12.2 minus (B) the aggregate amount accruing upon the
commencement of and for the duration of each period of operation of the Unit at
a rate equal to Twenty-One Thousand Six Hundred and Sixty-seven dollars
($21,667) per Unit per day in the months of May through September and Sixteen
Thousand Six Hundred and Sixty-seven dollars ($16,667) per Unit per day during
the months of October through April and (ii) thereafter, at the rates set forth
in Section 12.2.
(c) Notwithstanding anything to the contrary in this
Agreement, if Owner is prevented from operating any Unit or the Facility due
solely to the cause set forth in Section 17.6(a)(ii)(B) above, Contractor shall
be obligated to pay Delay Liquidated Damages on the terms and at the rates set
forth in Section 12.2, accruing upon the commencement of and for the duration of
the period of nonoperation of the Unit or the Facility due to such conditions
until such Unit or the Facility is able to be returned to operation.
(d) The obligation of Contractor to pay the Liquidated Damages
amounts under this Section 17.6 shall at Owner's election be subject to set-off
against Retainage or any other amounts that are due and owing by Owner to
Contractor. Any payments of Liquidated Damages by Contractor to Owner shall be
treated both as reductions in the Maximum Price and as refunds of a portion of
the Contract Price, and any set-offs by Owner against amounts due and owing to
Contractor shall be treated as reductions in both the Maximum Price and the
Contract Price.
(e) Notwithstanding anything to the contrary in this
Agreement, Contractor expressly warrants and represents that it shall modify,
repair or replace the defect or deficiency causing such interference or
noncompliance with such Acceptance Test described in Section 17.6(a) above.
59
ARTICLE 18.
DISPUTE RESOLUTION
18.1. Procedure. In the event a dispute arises between Owner and
Contractor regarding the application or interpretation of any provision of this
Agreement, the aggrieved party shall promptly provide written notification of
the dispute to the other party within thirty (30) Days after such dispute
arises. A meeting shall be held promptly between the parties, attended by
individuals with decision-making authority regarding the dispute, to attempt in
good faith to negotiate a resolution of the dispute. If within thirty (30) Days
after such meeting, the parties have not succeeded in negotiating a resolution
of the dispute, they agree to submit the dispute to mediation in accordance with
the commercial Mediation Rules of the American Arbitration Association and to
bear equally the costs of the mediation. The parties will promptly appoint a
mutually acceptable mediator, seeking assistance in such regard from the
American Arbitration Association if they are unable to agree upon such
appointment within ten (10) Business Days of submission of the dispute to
mediation. The parties agree to participate in good faith in the mediation and
negotiations related thereto for a period of thirty (30) Days.
18.2. Litigation and Submission to Jurisdiction. In the event that
the Dispute has not been resolved within thirty (30) Days of the mediator's
appointment, the parties shall have the right to pursue any and all remedies
available at law or in equity. The parties hereby submit themselves to the
exclusive jurisdiction of the state and federal courts located in the state of
New York, City of New York for the purpose of litigating a Dispute under this
Section 18.2 or the purpose of obtaining any preliminary relief related thereto.
A final judgment rendered in accordance with this Section by a New York Court
may be enforced in any court having jurisdiction. Each of the parties hereby
consents to service of process by registered mail at its address set forth in
Section 19.5 and agrees that its submission to jurisdiction and its consent to
service of process are made for the express benefit of the other party.
18.3. Continuation of Work. Notwithstanding any dispute, controversy
or claim ("Claim") that Contractor may have or be involved with whether pursuant
to Section 18.1 or otherwise, and regardless of the basis thereof or grounds
therefor, including, but not limited to litigation or Claims based on or related
to any Change Order or withholding of Progress Payments, Contractor agrees that
it will, for so long as the Agreement has not been terminated, diligently
prosecute the Work to completion, all in accordance with the terms of this
Agreement.
ARTICLE 19.
MISCELLANEOUS PROVISIONS
19.1. Entire Agreement. This Agreement contains the entire
understanding of the parties with respect to the subject matter hereof and
reflects the prior agreements and commitments with respect thereto. There are no
other oral understandings, terms or conditions and neither party has relied upon
any representation, express or implied, not contained in this Agreement.
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19.2. Amendments. No change, amendment or modification of this
Agreement shall be valid or binding upon the parties hereto unless such change,
amendment or modification shall be in writing and duly executed by both parties
hereto.
19.3. Joint Effort. Preparation of this Agreement has been a joint
effort of the parties and the resulting document shall not be construed more
severely against one of the parties than against the other.
19.4. Captions. The captions contained in this Agreement are for
convenience and reference only and in no way define, describe, extend and or
limit the scope of intent of this Agreement or the intent of any provision
contained herein.
19.5. Notice. Any notice, demand, offer, or other instrument
required or permitted to be given pursuant to this Agreement shall be in writing
signed by the party giving such notice and shall be hand delivered or sent by
certified letter, overnight courier, telefax, or telex to the other parties at
such address as set forth below.
(a) If delivered to Owner:
LSP Energy Limited Partnership
c/o LSP Energy, Inc.
000 Xxxxx Xxxx
Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Project Manager - Batesville
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
LS Power, LLC
Xxx Xxxxx Xxxxxx
00xx Xxxxx
Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: General Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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(b) If delivered to Contractor:
BVZ Power Partners - Batesville
c/o Black & Xxxxxx LLP
00000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, Xxxxxx 00000
Attn: Xx. Xxx Xxx
With a copy to:
BVZ Power Partners - Batesville
c/o X.X. Xxxxxx Company
527 Xxxxxxx
X.X. Xxx 00000
Xxx Xxxxxxx, Xxxxx 00000
Attn: Mr. Xxxxx Xxxxx
Each party shall have the right to change the place to which notice
shall be sent or be delivered by similar notice sent or like manner to the other
party. The effective date of any notice issued pursuant to this Agreement shall
be as of the addressee's receipt of such notice.
19.6. Severability. The invalidity of one or more phrases,
sentences, clauses, sections or articles contained in this Agreement shall not
affect the validity of the remaining portions of the Agreement so long as the
material purposes of this Agreement can be determined and effectuated.
19.7. Confidentiality. (a) Except as otherwise required to be
disclosed by Owner for the development or financing of the Facility, each party
agrees to hold in confidence for a period of five (5) years from the date
hereof, any confidential information supplied by the other party and designated
in writing as confidential by such other party, including this Agreement
("Confidential Information"). Contractor further agrees, to the extent requested
by Owner, to require its subcontractors, vendors, suppliers and employees to
enter into appropriate nondisclosure agreements relative to such Confidential
Information, prior to the receipt thereof. Likewise, Owner shall require
prospective lenders, insurance agents, consultants and other agents to enter
into appropriate non-disclosure agreements relative to such Confidential
Information, prior to the receipt thereof.
(b) The provisions of this Section 19.7 shall not apply
to information (i) that was in the public domain prior to the receiving party's
receipt or that subsequently becomes part of public domain by publication or
otherwise, except by the receiving party's wrongful act or (ii) that is required
to be disclosed by law, rule, regulation or order, or in the course of
administrative or judicial proceedings (collectively, a "Legally Compelled
Disclosure"); provided, however, that the party required to make the Legally
Compelled
62
Disclosure shall immediately notify the other party of the requirement and the
terms thereof and shall cooperate to the maximum extent practicable to preserve
the confidential nature of the information and to minimize the disclosure.
(c) Notwithstanding anything to the contrary in this
Section 19.7, Contractor agrees to comply with any confidentiality requirements
set forth in any letters of intent, purchase orders or contracts entered into
between Owner and Subcontractors with respect to Owner Purchases.
19.8. Assignment. (a) Without the prior consent of Contractor, Owner
may assign all or part of its right, title, and interest in this Agreement to
the Lender, any affiliate of Owner, any successor to Owner's business and assets
(whether by merger, acquisition or otherwise) and to any financially responsible
entity that agrees to be bound by the term hereof and, with respect to the
engineering and design of the Infrastructure Equipment, to the Local
Governments. In addition, Owner may assign all or part of its right, title, and
interest in this Agreement to any other Person with the prior written approval
of Contractor, which approval shall not be unreasonably withheld.
(b) Contractor may not assign this Agreement or any partial or
total interest therein without Owner's prior written consent (which consent
Owner may refuse in its sole direction).
(c) Owner may grant, in connection with the Infrastructure
Equipment, to the Authority and the Local Government, a perpetual ground lease
or easement for that portion of the Site on which the Infrastructure Equipment
is located
19.9. No Waiver. Any failure of any party to enforce any of the
provisions of this Agreement or to require compliance with any of its terms at
any time during the pendency of this Agreement shall in no way affect the
validity of this Agreement, or any part hereof, and shall not be deemed a waiver
of the right of such party thereafter to enforce any and each such provisions.
19.10. APPLICABLE LAW. EXCEPT WITH RESPECT TO SECTION 7.8, THIS
AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, EXCLUSIVE OF CONFLICTS OF LAWS PROVISIONS. ANY
ACTION ARISING OUT OF THIS AGREEMENT OR THE PARTIES' RIGHTS AND DUTIES HEREUNDER
MAY BE BROUGHT, IF AT ALL, ONLY IN THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK AND EACH PARTY SUBMITS ITSELF TO THE JURISDICTION
OF THAT COURT.
19.11. Successors and Assigns. This Agreement shall be binding upon
the parties hereto, their successors and permitted assigns.
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19.12. Exhibits. All exhibits referenced in this Agreement shall be
incorporated into this Agreement by such reference and shall be deemed to be an
integral part of this Agreement.
19.13. Obligations. Nothing contained in this Agreement shall be
construed as constituting a joint venture or partnership between Contractor and
Owner.
19.14. Financing Assistance. Contractor shall provide such
assistance as Owner may reasonably request in connection with obtaining
financing for the Facility. Contractor agrees that it will make available to
Owner and the Lender information relating to the status of the Work, including
but not limited to information relating to the design, engineering, construction
and testing of the Facility, the status of any required licenses and permits,
and such other matters as Owner may reasonably request. Contractor shall
promptly respond to requests by prospective Lenders for information regarding
the qualifications, experience, past performance, and financial condition of
Contractor and its Affiliates. Contractor shall furnish such consents to
assignment, certifications and representations and opinions of counsel,
addressed to Owner and the Lender, as may be reasonably requested by Owner or
the Lender. Contractor and Owner shall make reasonable amendments to this
Agreement and any other agreement or instrument executed pursuant to or in
connection with this Agreement as may be necessary to facilitate the obtaining
of financing for the Facility. Contractor shall indemnify, defend and hold
harmless Owner for any liability resulting from any misstatement made by
Contractor or omission by Contractor in connection with the information provided
by Contractor pursuant to this Section 19.14.
19.15. Further Assurances. Contractor and Owner agree to provide
such information, execute and deliver any instruments and documents and to take
such other actions as may be necessary or reasonably requested by the other
party which are not inconsistent with the provisions of this Agreement and which
do not involve the assumptions of obligations other than those provided for in
this Agreement, in order to give full effect to this Agreement and to carry out
the intent of this Agreement, including, without limitation, the execution and
delivery of any amendments, instruments and documents with necessary or
desirable to carry out the intent and to develop the procedures regarding the
procurement of Equipment and services under Section 3.16(b) and (c) and Article
20.
19.16. Priority. In the event of any conflict or inconsistency
within the various provisions of this Agreement, the Exhibits and other
incorporated or associated documentation, the terms and conditions of this
Agreement shall control.
19.17. Counterparts. This Agreement may be signed in any number of
counterparts and each counterpart shall represent a fully executed original as
if signed by both parties.
64
19.18. Lender Approval. This Agreement shall be contingent in all
respects upon Owner obtaining satisfactory financing to proceed with the
construction of the Facility except in connection with Preliminary Work
performed pursuant to the Limited Notice to Proceed.
19.19. Non-Recourse. Contractor specifically acknowledges and agrees
that no recourse for the payment of any sums or the performance of any
obligations hereunder, or for any claim based thereon or otherwise in respect
thereof or relating thereto, shall be had against any employee, incorporator,
shareholder, officer or director, past, present or future, of Owner or any
Affiliate of Owner, it being understood that the partners of Owner may be
special purpose corporations formed for the purpose of developing and managing
the Facility on the express understanding aforesaid and Contractor shall look
solely to Owner and to the assets of Owner for the satisfaction of Owner's
obligations.
19.20. Joint and Several Liability. The liability of Contractor
arising under this Agreement is joint and several to X.X. Xxxxxx Company and
Black & Xxxxxx Construction, Inc. and shall remain so until all responsibilities
of Contractor under this Agreement have been fulfilled and all liabilities have
ceased and all accounts with Owner have been settled and until the liability
under all bonds and indemnity agreements and/or priority agreements and other
agreements, if any, executed by Contractor pursuant to this Agreement has
ceased, notwithstanding any provision of the joint venture agreement of BVZ
Power Partners - Batesville which may be to the contrary, and notwithstanding
the termination or dissolution of BVZ Power Partners -Batesville. In furtherance
of the foregoing, Contractor shall cause to be executed a separate parent
Guaranty Agreement by Black & Xxxxxx LLP in favor of Owner effective as of the
date hereof, in the form and substance satisfactory to Owner.
ARTICLE 20.
INFRASTRUCTURE
20.1. Intention. The intention of the parties is that Owner will
enter into separate technical services agreements with a third-party engineer
for design and engineering services for both the Infrastructure Equipment and
the balance of the Facility as Owner Purchases under Section 3.16(b).
Notwithstanding the foregoing, Contractor expressly acknowledges that the
Infrastructure Equipment constituting a part of the Facility will be engineered
and designed by Contractor and paid for by Owner under this Agreement, but that
the cost of such engineering and design for the Infrastructure Equipment will be
reimbursed to Owner using the proceeds of certain general obligation bonds of
the State of Mississippi issued under the Mississippi Major Economic Impact Act
("Bond Proceeds") pursuant to a certain Inducement Agreement to be entered into
among, inter alia, Owner, the Authority, and the Local Government ("Inducement
Agreement"). Contractor further acknowledges, however, that the Infrastructure
Equipment and the other portions of the Facility are being constructed together
under this Agreement to function and operate together as parts of an integrated
Facility. Other than as explicitly set forth in this Article 20, nothing in the
engineering, design, construction and procurement of the Infrastructure
Equipment shall be construed to relieve Contractor from any
65
of its obligations under this Agreement with respect to the Work, the Equipment,
the Subcontractors or other service providers, suppliers, manufacturers, or
Vendors supplying such Infrastructure Equipment or otherwise, including without
limitation, under all indemnity, warranty and guarantee provisions contained
herein.
20.2. Engineering and Design.
20.2.1 Separate Contracts. With the exception of Exhibits J-1
and J-2, all the other provisions of this Agreement regarding design and
engineering are applicable to the design and engineering of the Infrastructure
Equipment. All of the provisions of this Agreement regarding design and
engineering and all of the Exhibits thereto, specifically excluding Exhibits J-1
and J-2 but specifically including those portions of Exhibits J-3 and J-4
relating to the engineering and design of the Infrastructure Equipment, as well
as the separate technical services agreement to be entered into for the design
and engineering for the Infrastructure Equipment, constitute a separate design
and engineering contract regarding the Infrastructure Equipment ("Infrastructure
Contract"). All of the other provisions of this Agreement and all of the
Exhibits thereto, specifically excluding those portions of Exhibits J-3 and J-4
regarding the design and engineering of the Infrastructure Equipment but
specifically including Exhibits J-1 and J-2 and those portions of Exhibits J-3
and J-4 which do not constitute the design and engineering of the Infrastructure
Equipment, constitute a separate contract for the design, procurement and
construction of the Facility (other than the Infrastructure Equipment ("Facility
Contract"). The Infrastructure Contract and Facility Contract collectively
constitute the Agreement, with the Agreement, excluding Exhibits X-0, X-0, X-0
and J-4, merely constituting a master document applicable to and forming an
integral part of both the Infrastructure Contract and Facility Contract. The
division of the Agreement into a separate Infrastructure Contract and separate
Facility Contract is solely for the purposes indicated in this Article 20.
Otherwise, this Agreement shall be performed as if it constituted a single
contract.
20.2.2 Separate Accounting. Since Owner must, under the
Inducement Agreement, submit to the Authority accurate total costs for the
design and engineering of the Infrastructure Equipment under the Infrastructure
Contract, Contractor will create and maintain separate and segregated books and
records for the Infrastructure Contract and Facility Contract in order
accurately to charge costs and separately to account for the total costs,
including the portion of the Contract Price, related to the Infrastructure
Equipment under the Infrastructure Contract, even though the Infrastructure
Equipment and the remainder of the Facility are being constructed to function
and operate together as parts of the integrated Facility. An appropriate and
allocable amount of Contractor's administrative costs, construction management
expense, and other similar indirect costs chargeable to the construction of the
Facility as a whole shall also be allocable and chargeable between the
engineering and design of the Infrastructure Equipment and the remainder of the
Facility.
20.3. Payments. Contractor expressly acknowledges and agrees with
Owner that Owner shall be the sole source of payments required under this
Agreement with respect to the engineering and design of the Infrastructure
Equipment, and Contractor expressly
66
acknowledges that it has no right of expectation of receipt or to receive any
payments required to be made to Contractor under this Agreement from either the
Authority or the Local Government.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first written above.
BVZ POWER PARTNERS - BATESVILLE
By: /s/ Xxxxxx Xxxx
------------------------------------
Name: Xxxxxx Xxxx
Title: Vice President
By: /s/ Xxxxxx X. Xxx
------------------------------------
Name: Xxxxxx X. Xxx
Title: Vice President
LSP ENERGY LIMITED PARTNERSHIP
By: LSP Energy, Inc.
Its: General Partner
By: /s/ Xxxxx X. Xxxxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Senior Vice President
68
EXHIBIT A
ACCEPTANCE TESTS
1.0 GENERAL
1.1 This Exhibit A describes the Acceptance Tests, including the
requirements for the Test Procedures. The following list of tests shall
collectively be known as the Acceptance Tests:
-- Unit Power Output and, Unit Heat Rate Test, and Maximum Unit
Power Output Test,
-- Auxiliary Load Test and Maximum Auxiliary Load Test.
-- Emissions Test.
-- Reliability Test.
-- Start-up Test.
-- Availability Test.
-- Sound Level Test.
-- Cooling Tower Test.
-- Capability Tests.
1.2 The purpose of Acceptance Tests is to demonstrate and verify compliance
with Guaranteed Values as further described in this Exhibit A and to
verify Unit and Facility design requirements as defined in this Exhibit
A. Unless indicated otherwise in this Exhibit A, all Acceptance Tests
will be conducted on a Unit basis.
The Acceptance Tests shall be conducted based on the Test Procedures
developed in accordance with requirements described in Section 2.0 of
this Exhibit A.
1.3 The Acceptance Tests shall be conducted in compliance with requirements
of the Test Procedures and the Agreement.
1.4 Unless indicated otherwise in this Exhibit A or in the approved Test
Procedures, Acceptance Tests shall be conducted with the Unit and/or
Facility operating in its normal, stable and automatic mode, and with a
normal complement of plant operators. However, certain Capability Tests,
because of their respective requirements, will not be required to
operate at base load or in the normal, stable, and automatic mode.
Except for supervisory involvement by the Contractor or his
representatives and Contractor's collection of natural gas samples, no
direct operation of the Unit and/or Facility will be allowed by any
other person than Owner's operators.
1.5 For approval by the Owner, Contractor shall provide a complete set of
Test Procedures no later than ninety (90) days prior to the first
scheduled Acceptance. In addition, no later than six (6) months prior to
the first proposed Acceptance Test, the Contractor shall provide the
combined cycle test correction curves and algorithms or equations (for
the Unit Power Output Test, the Maximum Net Power Output Test, the Unit
Heat Rate Test, Auxiliary Load Test, and Maximum Auxiliary Load Test).
The Contractor shall also provide an electronic spreadsheet to be used
for determining corrections to the Base Conditions.
1.6 Acceptance Tests on a Unit shall not be conducted until after Contractor
has tested the CEM system for certification for that Unit. If the
results of the CEM certification indicate that the CEMS system is
functioning correctly and will obtain certification, the Contractor may
start
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Batesville Generation Facility Page 1 07/22/99
that Unit's Acceptance Tests prior to receiving the formal certification
from the State or governing agency. Contractor also has option to hire
an independent subcontractor to verify that the Unit has met stack
Emissions Guarantee during the Acceptance Tests.
In addition, the Contractor shall operate each Unit and/or the Facility
within compliance of the wastewater discharge permit and Sound Level
Guarantees at all times.
1.7 Contractor/Owner Obligations
1.7.1 All Owner and Contractor obligations regarding requirements for testing
and re-testing shall be as provided in the terms of the Agreement.
1.7.2 Contractor shall provide all necessary calibrated test class
instrumentation and testing supervisory personnel required to complete
the Acceptance Tests.
1.7.3 Contractor shall provide Owner with a detailed testing schedule along
with an Acceptance Testing Notice for each Unit in accordance with
Article 12.4(a) of the Agreement. Confirmation by the Contractor shall
be provided no later than forty-eight (48) hours prior to Contractor's
intent to conduct such tests including any updates to the schedule for
such tests. If Contractor delays the Acceptance Tests, Contractor shall
promptly notify Owner of any revisions to the schedule. Owner shall make
the necessary arrangements with the Power Purchaser to accept power at
the required loads during such 48 hour time period. In the event that
the power cannot be accepted by the Power Purchaser as required by the
Test, Contractor shall make every reasonable effort to modify the
testing schedule to accommodate available load requirements. If a
modified testing schedule cannot be developed consistent with the
then-applicable Project Schedule, Contractor shall be entitled to a
Change Order in accordance with the terms of the Agreement.
Immediately following completion of each Acceptance Test, copies of all
raw data and electronic spreadsheet data acquisition files shall be
provided to Owner and Independent Engineer. Copies of all preliminary
results shall be provided to the Owner and Independent Engineer within
twenty-four (24) hours following completion of such Acceptance Test.
Contractor shall prepare an Acceptance Test Report with respect to the
results of the Acceptance Tests which shall include the information
required in Section 2 of this Exhibit A and be in sufficient detail for
Owner and Independent Engineer to verify compliance with requirements of
the Agreement including this Exhibit A. Preliminary results for the Unit
Heat Rate Test shall be based on fuel characteristics obtained from
samples taken prior to such tests, Contractor shall provide a formal
Acceptance Test Report promptly but no later than 14 days following the
completion of such tests.
1.7 Guarantee Basis Fuel
The guarantee basis fuel analysis is provided in Attachment 4. All output and
heat rate performance guarantees are based on this analysis.
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TABLE I OF EXHIBIT A
GUARANTEED VALUES MATRIX
Test Guaranteed Values
Maximum Unit Power Output Test.(1) Unit Power Output = 285,400 kW
Unit Power Output Test.(2) Unit Power Output = 248,290 kW
Unit Heat Rate Test.(2) Unit Heat Rate = 6,769 Btu/kWh (HHV)
Auxiliary Load Test Auxiliary Power4 = 15,300 kW
Maximum Auxiliary Load Test Auxiliary Power3 = 18,900 kW
Reliability Test Each Unit shall be capable of operating
at a 99 percent equivalent availability
factor for a period of 112 hours of a
120- hour test period.
Availability Test The Facility shall be capable of operating
at a 95 percent equivalent availability
factor for a period of 20 days.
Emissions Test Each Unit shall meet stack emissions
contained in Section 2.7 of this Exhibit A.
Sound Level Test The Contractor shall demonstrate the
capability of the Facility to meet the
guaranteed noise levels at the locations
identified in Section 2.5.
Startup Test Each Unit shall be capable of
starting within 210 minutes following a
48-hour shutdown, and within 130 minutes
following a shutdown of less than 8 hours.
Notes:
(1) The Base Conditions for this test are 95 F, 60% RH, 14.577 psia, 0.90
gpf, evaporative cooler in service, power augmentation in service and
duct firing in service.
(2) The Base Conditions for this test are 95 F, 60% RH, 14.577 psia, 0.90
gpf, evaporative cooler in-service, duct burner out of service, and
power augmentation out of service.
(3) Auxiliary loads for this guarantee are based on operation of all
Facility Units. The Base Conditions for each Unit shall be the same as
the Maximum Unit Power Output Test.
(4) Auxiliary loads for this guarantee are based on operation of all
Facility Units. The Base Conditions for each Unit shall be the same as
the Unit Power Output Test.
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Conditions for each Unit shall be the same as the Unit Power Output Test.
2.0 ACCEPTANCE TEST PROCEDURE REQUIREMENTS
2.1 MAXIMUM UNIT POWER OUTPUT TEST, UNIT POWER OUTPUT TEST AND UNIT HEAT
RATE TEST, Auxiliary Load Test, and Maximum Auxiliary Load Test.
The Unit Power Output Test, and Unit Heat Rate Test, the Maximum Unit
Power Output Test and the Auxiliary Load Test (herein referred to as
"Performance Tests") shall be conducted by Contractor to demonstrate
that the respective performance guarantees are met.
2.1.1 Equipment Operating Limits
During the Performance Tests, all Unit and Common Facility equipment
shall be operated within the manufacturers' recommended limits for
continuous and long-term operation. Operation of each combustion
turbine must be within the manufacturer's firing temperature limits
corresponding with the turbine load. Under no circumstances will
operation at firing temperatures above base load be allowed. The
Contractor shall obtain for the Owner the manufacturer's standard
calculations and algorithms used in the control system and control
system constants that will allow Owner to verify the firing temperature
of each combustion turbine is within the required operating range.
Any Performance Test conducted outside of the manufacturers'
recommended limits allowed for continuous and long-term operation shall
be invalidated.
The Contractor shall conduct the Performance Tests in the normal and
automatic mode of operation. Specifically, the Contractor shall develop
a complete Facility valve status list and auxiliary load list that
defines the normal operating status of all major valves in the Facility
and auxiliary equipment operating status. Prior to the Performance Test,
the Contractor shall confirm the status of such valves and auxiliary
equipment and confirm the Unit and Common Facilities are operating in
the automatic mode. No change in equipment operating status shall be
allowed during the test, other than as required for normal operation. In
addition, the Contractor shall not be allowed to make adjustments,
either prior to or during the Performance Tests, to Facility equipment
that would artificially enhance the performance of a Unit or the Common
Facilities. If any such adjustments are made to a Unit or Conunon
Facilities, the Performance Test in question will be reviewed by the
Contractor, Owner, and Independent Engineer for test validity.
2.1.2 Base Conditions
The Base Conditions for each of the Performance Tests are as follows:
Base Conditions for Unit Power Output and Unit Heat Rate Test,
and Auxiliary Load Test:
-- Ambient dry bulb temperature, F = 95
-- Ambient barometric pressure, psia = 14.577
-- Ambient relative humidity, % = 60
-- Combustion Turbine Fuel = Natural Gas as defined in
Attachment 4
-- Power factor (at generator terminals) = 0.90 (lagging)
-- HRSG blowdown, % = 0
-- Evaporative cooler On
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-- Combustion turbine power augumentation Off
-- Duet burner Off
-- All equipment required for normal operation of each Unit shall be
in service during the test period, except those items which are
not required for the test, including, but not limited to, the
regeneration of the demineralizer, operation of the main electric
fire pump, and HRSG blowdown.
Base Conditions for Maximum Unit Power Output Test, and Maximum Auxiliary
Load Test
-- Ambient dry bulb temperature, F = 95
-- Ambient barometric pressure, psia = 14,577
-- Ambient relative humidity, % = 60
-- Combustion Turbine Fuel = Natural Gas as defined in
Attachment 4
-- Power factor (at generator terminals) = 0.90 (lagging)
-- HRSG blowdown, % = 0
-- Evaporative cooler On
-- Combustion turbine power augmentation On
-- Duct burner On
-- All equipment required for normal operation of each Unit shall be
in service during the test period, except those items which are
not required for the test, including but not limited to, the
regeneration of the demineralizer, operation of the main electric
fire pump, and HRSG blowdown.
2.1.3 Determination of Unit Power Output and Unit Heat Rate
The Unit Power Output is the power output measured (with the Owner's
revenue meters) on the high side of the generator step-up transformers
associated with a Unit, plus the auxiliary load, if any, taken from a
respective Unit. Auxiliary loads taken from a respective Unit shall be
measured on the high side of the auxiliary transformer (with the Owner's
electric revenue meters).
Unit Power Output determined in this manner shall be referred to as the
"as-tested" Unit Power Output.
Unit Heat Rate (Btu/(kW-hr)) shall be calculated as follows:
UHR "as tested" = Q / (Unit Power Output expressed in kW)
Q = Thermal heat input from fuel, Btu/hr on an higher heating value
basis, as calculated by the product of the flow times the heating
value of the fuel (higher heating values).
Unit Heat Rate determined in this manner shall be referred to as the
"as-tested" Unit Heat Rate.
Actual test conditions during the Performance Tests may not match the
Base Conditions as defined in Section 2.1.2, therefore, the "as-tested"
Performance Test results shall be adjusted to the Base Conditions using
correction procedures developed as part of the Test Procedures.
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Performance test results adjusted to the Base Conditions shall be
referred to as the "as- adjusted" Unit Power Output (for both the Unit
Power Output Test and the Maximum Unit Power Output Test) and the
"as-adjusted" Unit Heat Rate, and as the as-adjusted Auxiliary Load and
the as-adjusted Maximum Auxiliary Load.
2.1.4 Instrumentation and Data Requirements
Instrumentation used for the Performance Tests shall be provided to
measure the following categories: (i) primary parameters, and (ii)
secondary parameters. The primary parameters are data which are required
to be measured by the respective Performance Test for determination of
electrical output (electrical output, dry and wet bulb ambient
temperatures, atmospheric pressure, power factor, blowdown rates), or
are required for calculations of heat input (flow, temperature, pressure
and composition of fuel). The secondary parameters are all other data
required for verification of plant equipment operating conditions
including: (i) component operating limitations, and (ii) thermal
stability.
For measuring all primary parameters, test class or revenue class
instrumentation shall be used. The instrumentation shall meet the
requirements of NIST and shall be calibrated and installed per the
guidance of the ASME PTC 19 Instruments and Apparatus Supplements to the
ASME Performance Test Codes. Copies of calibration certificates for all
instruments used during the test shall be provided to the Owner and
Independent Engineer prior to commencement of the test for approval. If
proper calibration can not be verified, the test results may be
invalidated.
Specifically the Contractor shall meet the following requirements
related to calibration:
-- Calibration of all primary operating parameters must be completed
prior to the Performance Test, not to exceed 31 days prior.
-- Any test instrumentation provided from a testing contractor shall
have no use following laboratory calibration and installation at
the Facility.
-- All test instruments shall have a testing laboratory sticker
containing: (i) test lab name, (ii) initials of calibration
technician, (iii) date of calibration, (iv) equipment/instrument
serial number.
-- If any test equipment leaves the site, it must be recalibrated
before it is allowed to be used for Performance Tests.
-- If any equipment is dropped or otherwise handled in such a manner
so as to possibly cause the accuracy to be suspect, the equipment
shall be recalibrated.
The Owner and Independent Engineer shall be notified to witness
calibration of all instruments used for performance testing or provided
the ability to audit the calibration facilities.
Data from calibrated test class instrumentation shall be read and
recorded electronically by automatic data acquisition equipment. Test
instrumentation and equipment in many cases may be temporarily installed
for measurements of the primary parameters required for the performance
tests. Raw thermal process data shall be reduced and calculations
performed per the recommendations of the ASME MFC Series, and/or the
appropriate AGA codes for determination of natural gas fuel consumption.
Natural gas fuel consumption shall be determined based on each Unit's
Owner-supplied fuel supply meter and associated instrumentation. The gas
flow meter shall either be a flat plate
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orifice or a turbine type meter, either type to be manufactured and
installed in accordance with the AGA or ASME code requirements. Each
Unit's fuel supply meter shall have an uncertainty of no greater than
+/- 0.75 percent. The pressure transmitters, temperature, and orifice
differential pressure transmitter (if applicable) shall calibrated
within two weeks of the test. The Owner shall provide all calibration
data for the fuel supply meter and associated instrumentation.
Compensated flow signals from the gas meter shall be available to the
Contractor's DCIS in a compatible electronic format.
During the Unit Heat Rate Test, a minimum of three (3) gas fuel samples
per hour shall be taken for chromatographic analysis as per ASTM D 1945.
A third party laboratory shall perform the analysis. The selection of
the laboratory shall be mutually agreed to by the Owner and the
Contractor. Heating value shall be determined according to the version
of ASTM D3588 in effect at the date of the EPC Agreement based on the
composition of the natural gas fuel.
Natural gas fuel density shall be determined by the local pressure and
temperature data, and the fuel composition per the latest version of AGA
8.
Unit Power Output generated by the Unit shall be measured on the high
side of each step-up transformer by the Owner's electric revenue meter.
The electrical revenue meter, including current transformer and
potential transformer contributions shall have an uncertainty of no
greater than +/- 0.3%. The Owner shall be responsible for obtaining
calibration data for the electric meter and associated current and
potential transformers. Output signals from the electrical revenue meter
shall be available to the Contractor's DCIS in a compatible electronic
format.
Auxiliary loads consumed by a Unit and/or the Facility shall be measured
on the high side of the auxiliary transformer by the Owner's electric
metering. The electrical metering associated with auxiliary loads,
including current and potential transformer contributions, shall have an
uncertainty of no greater than +/- 0.3%. The Owner shall be responsible
for obtaining calibration data for the electric meter and associated
current and potential transformers. Output signals from the Owner's
electrical meter shall be available to the Contractor's DCIS in a
compatible electronic format.
Ambient dry and wet bulb temperatures, or ambient dry bulb temperature
and relative humidity shall be measured. Ambient dry bulb temperature
shall be measured with a minimum of four laboratory-calibrated
instruments installed at a location that provides a representative
measurement of combustion turbine inlet temperature (per combustion
turbine). Psychrometers or calibrated relative humidity monitors shall
be used for determination of wet bulb temperature or relative humidity.
This instrumentation shall be located away from effects of cooling tower
recirculation. Ambient barometric pressure shall be measured with one
device near the inlet of the combustion turbines.
All plant emissions shall be recorded by the plant CEM system during
Performance Tests or as otherwise permitted by Section 1.6 of this
Exhibit A.
Secondary parameters shall include the following, as a minimum (provided
these readings are available from permanent Facility instrumentation):
all conditions (temperature, pressure and flow) of main steam, reheat
steam, intermediate pressure steam and low pressure steam, steam turbine
exhaust pressure, circulating water flow, and inlet and outlet
temperatures, combustion turbine exhaust temperature, internal gas-side
temperatures in to the HRSG, steam drums' pressures, stack temperature,
combustion turbine compressor discharge pressure, combustion turbine
exhaust temperature. All primary and secondary parameters
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collected for the Performance Tests shall be summarized for each test
period and an electronic version of the data provided to the Owner and
Independent Engineer.
2.1.5 Duration of Test and Frequency of Data Collection
The Performance Tests for Unit Power Output and Heat Rate, Maximum Unit
Power Output, Auxiliary Load and Maximum Auxiliary Load shall consist of
four (4) one-hour test periods. The four one-hour test periods shall be
continuous, provided steady state conditions are maintained. If
steady-state conditions can not be maintained then the test will be
suspended until steady state conditions return. When steady-state
conditions return the test may resume, provided the test is completed
within eight (8) hours following commencement of the first test period.
Unit Power Output (for both the Unit Power Output Test, and the Maximum
Unit Power Output Test) and Unit Heat Rate for each Unit shall be the
average of results from the four one-hour test periods. Auxiliary load
values for the Auxiliary Load and Maximum Auxiliary Load Tests for the
Facility shall be the average of the results from the four one-hour
tests.
All test data shall be collected at least every one-minute.
2.1.6 Test Preparation
The test procedure developed for the Performance Tests during the
implementation phase of the project shall include the following
information at a minimum:
1. Objective of Test.
2. Parties to the test.
3. Key personnel and their responsibilities.
4. Logistics governing the conduct of the test.
5. Equipment inspection and condition requirements.
6. Equipment operating conditions including required equipment
status, including a detailed steam cycle valve status.
7. Required primary and secondary data.
8. Special calibrated test instrumentation used for measurement of
primary parameters and their location. Post test re-calibration
requirements.
9. Instrumentation for secondary parameters, their location and
control system identification number.
10. Requirements for preliminary testing, including checkout of
instrumentation via the data acquisition system(s).
11. Frequency of data collection, format of data presentation, and
duration of test.
12. Steady state criteria.
13. Raw data reduction and instrumentation calibration correction
methodology.
14. Detailed method for computation of test results (sample
calculation).
15. Correction curves for adjusting the as-tested results to the Base
Conditions. The procedure shall also contain all manufacturers'
correction curves, methods and any other calculations used by the
Contractor for developing the correction curves.
16. Acceptance Test Report Requirements.
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Prior to the commencement of Performance Tests, individual
equipment/system pre-operational checks, inspections, and major control
system adjustments shall be completed, and, in accordance with Section
1.7.3 of this Exhibit A, any arrangements previously made with the Power
Purchaser to receive power during the test shall be confirmed.
2.1.7 Correction Curves
A series of correction curves shall be developed and delivered to Owner
in accordance with Section 1.5 of this Exhibit A for adjustment of the
as-tested results to the Base Conditions. These correction curves shall
be developed based on the manufacturer correction curves for all of the
major equipment comprising the Facility (i.e. combustion turbine,
evaporative cooler, HRSG, steam turbine, steam turbine condenser,
cooling tower). An electronic spreadsheet containing the correction
curves algorithms shall be developed for purposes of making adjustments
to the Base Conditions. All manufacturer data, necessary calculations,
and the spreadsheet shall be provided to the Owner for verification.
2.1.8 Commercial Tolerance Band
The Commercial Tolerance Bands for Unit Power Output and Unit Heat Rate
are based on the assumed accuracies of the Owner's electrical meter and
the fuel supply meter as defined Section 2.1.4. If the uncertainty of
either Unit electrical output or Unit fuel flow is higher than the
uncertainty defined in Section 2.1.4, then the Commercial Tolerance Band
shall be adjusted to account for the different accuracy. Any
modifications to the testing tolerance as a result of changes in the
accuracy of the Unit power meter or the fuel supply meter shall be
mutually agreed to by the Owner, Independent Engineer, and Contractor
prior to beginning the Performance Test; such agreement shall not be
unreasonably withheld.
2.1.9 Degradation
Degradation shall be allowed for extra operating hours on the combustion
turbines due to Owner Delay as defined in the EPC Agreement, and for
time on the combustion turbines in excess of 400 fired hours or 250
equivalent starts, whichever occurs first.
-- WEC, Owner, Independent Engineer, and BVZ shall jointly assess
the effect of plant commissioning on Unit performance related to
degradation.
-- The assessment shall be made on regularly scheduled intervals
(suggested 100 fired hours or 50 equivalent starts) to assess
the commissioning impact on performance (Benchmark Performance
Tests) and to recommend corrective actions to minimize
additional hours of operation and/or starts to complete
commissioning.
-- Reasonable efforts shall be made to conduct a minimum of four
base load Performance tests at approximately equal intervals
during the first 400 fired hours or 250 equivalent starts
(Benchmark Performance Tests) (New and Clean Condition) with the
last test taking place as close as practical, but not over 400
fired hours or 250 equivalent starts (400 fired hours/250
Equivalent Start Test).
-- The purpose of these Benchmark Performance tests are to trend
the degradation of the unit during the commissioning period.
-- In the event that base load operation data can not be taken,
data points at part load will be utilized to trend the
degradation during the first 400 hours or 250 equivalent starts.
-- If the unit exceeds the 400 fired hour or 250 equivalent start
criteria prior to conducting the Unit Power Output Test and Unit
Heat Rate Test and the Maximum Unit Output Test, and base load
benchmark data is taken at the 400 fired /250 Equivalent Start
Test, the
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results of these tests will be adjusted for degradation in
excess of 400 hours or 250 equivalent starts based on the
results of the benchmark testing based on the following:
-- At the beginning of each or just prior to each Unit's
Performance Test, an engine test to establish the comparison to
the benchmark data will be conducted. This test is to be
performed in the same manner as the Benchmark Tests.
-- A degradation factor will be defined for each performance
parameter. The factor will be determined as the difference
between the 400-hour / 250 equivalent start Benchmark Test
results and the results from the test prior to Performance
testing.
-- If the degradation results of the 400 hour / 250 equivalent
starts test do not fall within 25% of the trend line generated
from the results of the previous test, the parties will
investigate the cause of the deviation from the trend and as
necessary, take appropriate corrective action in accordance with
the Agreement.
-- If a physical or control change is made to the unit, the parties
will endeavor to identify and segregate the performance effect
of that change. In the event that effect can be identified and
segregated, the benchmark correction will be adjusted
accordingly. If the effect can not be identified and segregated,
then the degradation will be determined by the degradation curve
contained TTDEG-031.
-- If the unit exceeds the 400 fired hour or 250 equivalent start
criteria prior to conducting, the Unit Power Output Test and Unit
Heat Rate Test, and the Maximum Power Output Test, and base load data
can not be taken at the 400 Fired Hour /250 Equivalent Start Test,
the results of these performance tests will be adjusted for
degradation in excess of 400 hours or 250 equivalent starts based on
the degradation curve TT-DEG-031.
-- The degradation correction factor for the combustion turbine,
determined from the test results comparison or the degradation curve
included herein, shall not exceed a 1% correction for power between
the first 400 Equivalent Operating Hours (EOH) after the expiration
of 400 fired hours or 250 equivalent starts, whichever is first (New
and Clean Condition). Likewise between 400 EOH and 700 EOH after the
expiration of the New and Clean Condition, the degradation factor
shall not exceed a 2% correction for power. In addition, between 700
EOH and 1,000 EOH after the expiration of the New and Clean
Condition, the degradation factor shall not exceed a 2.5% correction
for power. For the purposes of applying caps to the other performance
parameters, the following, shall apply; heat rate shall be assumed to
be 2/3 of the power output cap, and Exhaust flow shall be assumed to
be 1/2 of the power cap. The Contractor will determine plant
degradation curves for the combined cycle plant based on the data
from the combustion turbine degradation curves.
BENCHMARK PERFORMANCE TESTS. The combustion turbine benchmark
tests will be an engine test that will measure pertinent
parameters to determine the engine performance (compressor inlet
temperature, barometric pressure, relative humidity, combustor
shell pressure, exhaust temperature, generator power output,
generator power factor, fuel flow, etc.) A heat balance around
the engine will be performed that will establish the performance
deemed representative of that test. Compressor efficiency,
turbine efficiency, and airflow will be calculated for the
degradation comparison.
Each benchmark test will consist of:
-- Loading the unit to base load or part load, and
stabilizing the unit.
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-- Collecting performance parameters from special test and
station instrumentation during, a minimum half-hour test
run.
-- Analyzing, data and computation of measured and
corrected performance.
-- A heat balance calculation around the engine to
determine flows and component efficiencies necessary for
determining performance deterioration.
Note: An off-line water wash will be performed prior to the benchmark
tests, and will also be performed prior to the 400 hour "New and Clean"
test.
All testing will be conducted in accordance with mutually agreeable
testing principals based on related ASME PTC codes and Westinghouse test
procedure EC-93208, Rev. 1.
2.1.10 Auxiliary Load Test
The Auxiliary Load Test shall be conducted to determine the Facility
Auxiliary Load. The Auxiliary Load Test may be conducted in conjunction
with any of the Unit Performance Tests, provided Facility Auxiliary
Loads are determined in the following manner: the Facility Auxiliary
Loads shall be the electrical energy used by the Facility (Common
Facilities and all individual Units) as determined by the Owner's
metering. One Auxiliary Load Test shall be conducted when all Units are
operating based on the conditions of the Maximum Unit Power Output Test
and one Auxiliary Load Test shall be conducted when all Units are
operating based on the conditions of the Unit Power Output Test. The
electric metering point shall be on the high side of the auxiliary
transformers.
The tests for Auxiliary Load and Maximum Auxiliary Load shall consist of
four (4) one-hour periods.
Auxiliary loads for combustion turbine and steam turbine generator
step-up transformer losses, and cooling tower fans, condensate pumps,
and boiler feed pumps horsepower will be corrected for ambient and other
test conditions different from Base Conditions.
2.2 RELIABILITY TEST
The Contractor will demonstrate the equivalent availability of each Unit
during a continuous rolling 96 hour Reliability Test period. During the
period, each Unit shall achieve an equivalent availability of 99%,
during 88 of the 96 hours. During the 96-hour period, the combustion
turbine or steam turbine shall not trip, or the Unit shall not operate
at less than 70 percent of the un-fired, un-augmented capacity of the
Unit. Equivalent availability is defined as follows:
Equivalent Availability (%) = (A+B) x 100%
----
88
Where
A= Total number of hours during the Contractor-selected 88
hours of the 96 hour Reliability Test that the Unit is operated
with breakers closed to the substation and (i) the combustion
turbine is operated on its baseload firing curve and at maximum
power augmentation consistent with equipment limitations for
shaft power, equipment cooling, and the HRSG and steam turbine
operating pressures are at their respective design operating
levels, (ii) any hour the Unit is dispatched below the
conditions of (i) above, and the Unit is capable of operating
at 100 percent of the dispatch requirement.
B= The equivalent number of hours during the Contractor-
selected 88 hours of the 96 hour Reliability Test that the
Unit is operated with the breakers closed to the
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substation during which there is a Unit capacity restriction on
the Unit. The equivalent hour to account for the Unit capacity
restriction shall be determined as follows:
[1-% capacity restriction]* Number of hours at reduced capacity
During the test, any load changes due to dispatch will be performed at
reasonable load change rates. No load changes will be requested faster
than the reasonable load change rate for the unit. If a Unit is unable
to be power augmented due to manufacturer's design limitations based on
ambient conditions during the test, either by duct firing for increased
steam turbine output or steam injection for increased combustion turbine
output, then the output for these test hours will be treated in the same
manner as for dispatched hours.
Determination if contractor met dispatched output will include the
Commercial Tolerance Band.
If dispatch does not allow the Unit to operate, the test period shall be
suspended until such time that Unit dispatch allows power to be
generated. For any period of time that the Unit is dispatched off-line,
or the test is interrupted or suspended, the Contractor shall be
entitled to a Change Order in accordance with the terms of the EPC
Agreement. If an interruption in a test occurs due to an Owner Delay or
due to a Force Majeure event, including an interruption in the Utility
transmission system, the test shall be suspended and restarted at the
point of suspension once the condition causing the interruption is
remedied. Times for startup and shut down are excluded from being
considered a part of the test. Hours accumulated for the test prior to
the interruption shall be considered as part of the test.
If Contractor elects to declare Substantial Completion at values less
than the Guaranteed Value for power output in accordance with the EPC
Agreement, the values of power output as so declared will be considered
as the value of Maximum Unit Power Output (Maximum Unit Power Output
guarantee minus Maximum Unit Power Output Shortfall).
The electric revenue meter shall be used for determining the Unit power
generated by the Unit over the test period.
A detailed Reliability Test procedure shall be developed and
incorporated into the overall Test Procedures.
A detailed Reliability Test report shall be developed for each
Reliability Test and shall be incorporated into Acceptance Test Report.
The Reliability Test report shall include as a minimum the following
information:
-- Date and time for the beginning and end of the test
period.
-- Names of the participants who witnessed the test.
-- Description under which the test was conducted.
-- Summary of all test data and results.
-- Conclusion, discussion and analysis of the results and
comparison to the Reliability Test requirements.
2.3 AVAILABILITY TEST
An Availability Test shall be conducted by Contractor to demonstrate the
long term operability of the Facility. This test shall be conducted on a
Facility basis, not a Unit Basis.
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Batesville Generation Facility Page 12 07/22/99
The test shall be a continuous 20-day period. During the test period,
the Contractor shall demonstrate a 95 percent availability factor. The -
availability factor shall be defined as follows:
AF= Available Hours / Period Hours.
Where:
Available Hours=(i) Any hour that the Facility is operated such
that the combustion turbine is on it base load
firing curve and at maximum power augmentation
consistent with equipment limitations for shaft
power and equipment cooling, and the HRSG and
steam turbine operating pressures are at their
respective design operating levels, or (ii) Any
hour the Facility is dispatched below the
conditions of (i) above, and the Facility is
capable of operating at 100 percent of the
dispatch requirement.
Period Hours = Total hours for the test period, a rolling 480
hour period.
Determination if contractor met dispatched output will include the
Commercial Tolerance Band.
During the test, any load changes due to dispatch will be performed at
reasonable load change rates. No load changes will be requested which
are faster than the reasonable load change rate for the unit. If a unit
is unable to be power augmented due to manufacturer's design limitations
based on ambient conditions during the test, either by duct firing for
increased steam turbine output or steam injection for increased
combustion turbine output, then the test hours will be treated in the
same manner as for dispatched hours.
If during the test, the Facility is shut down due to dispatch
considerations or for any non Contractor-caused reason, and the Facility
is capable of being operated, all such hours shall be considered as
available hours. Any startups and shutdowns will be performed at
reasonable rates for the equipment.
If Contractor elects to declare Substantial Completion at values less
than the Guaranteed Value for power output in accordance with the EPC
Agreement the values of power output as so declared will be considered
as the value of Maximum Unit Power Output (Maximum Unit Power Output
guarantee minus Maximum Unit Power Output Shortfall).
The Owner's electric meters shall be used for determining, the Unit
power generated by the Facility over the test period.
A detailed Availability Test procedure shall be developed and
incorporated into the overall Test Procedures.
A detailed Availability Test report shall be developed for the
Availability Test and shall be incorporated into Acceptance Test Report.
The Availability Test report shall include as a minimum the following-
information:
-- Date and time for the beginning and end of the test
period.
-- Names of the participants who witnessed the test.
-- Description under which the test was conducted.
-- Summary of all test data and results.
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Batesville Generation Facility Page 13 07/22/99
-- Conclusion, discussion and analysis of the results and
comparison to the Availability Test requirements.
2.4 START-UP TEST
The Contractor shall demonstrate the capability of each Unit and its
equipment to meet the following requirements during start-ups:
(A) Cold Start-up - This Start-Up Test shall demonstrate the ability
of the Unit to start-up (auxiliary equipment in standby mode
only, all other equipment off-line, but ready for start
initiation) and reach 70 percent of the Unit load (i.e. where
Unit load is defined as the load attainable at a given ambient
temperature based on the combustion turbine operating without
power augmentation and the HRSG operating without duct firing),
following a Unit shutdown of longer than forty eight (48) hours.
The Unit shall reach 70 percent of the Unit load within 210
minutes from initiation of start-up.
(B) Hot Start-up -This Start-Up Test shall demonstrate the ability
of the Unit to start-up (auxiliary equipment in standby mode
only, all other equipment off-line) and reach 70 percent of the
Unit load (i.e. where Unit load is defined as the load
attainable at a given ambient temperature based on the
combustion turbine operating without power augmentation and the
HRSG operating without duct filing), following a Unit shutdown
of less than forty-eight (48) hours. The Unit shall reach 70
percent of Unit load within 130 minutes from initiation of
start-up.
A detailed Start-up Test procedure shall be developed and incorporated
into the overall Test Procedures. The Test Procedures shall include the
detailed requirements for starting the Unit and all equipment operating
status prior to, and during the test.
A detailed Start-up Test report shall be developed for the Start-up Test
and shall be incorporated into Acceptance Test Report. The Start-up Test
report shall include as a minimum the following information:
-- Date and time for the beginning and end of the test
period.
-- Names of the participants who witnessed the test.
-- Description of the conditions under which the test was
conducted.
-- Summary of all test data and results.
-- Conclusion, discussion and analysis of the results and
comparison to the Start-up Test requirements.
2.5 SOUND LEVEL TEST
The Contractor shall conduct the Sound Level Test to demonstrate the
capability of the Facility to meet the Sound Level Guarantee. Sound
Levels shall be measured in accordance with the test requirements herein
as adapted from ANSI B 133.8 and ISO 6190. Note that this test shall be
conducted on a Facility basis. The following section outlines the
measurement procedures, personnel qualifications, instrumentation, load
conditions, and other related factors.
The Facility will not exceed an L50 sound level as defined at the
locations along the site boundary described below as defined in
Attachment 1. This noise guarantee applies to noise emissions radiated
by the facility only, excluding background noise, while operating at any
loads from 70% to maximum load, at steady-state conditions. This
guarantee excludes any
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Batesville Generation Facility Page 14 07/22/99
transient or atypical operating, conditions such as startup, shutdown,
load transients, and safety steam release, steam bypass or during
maintenance activities. This guarantee also excludes the noise
contribution from the gas metering station or an other Owner-furnished
equipment or facilities.
2.5.1 General Measurement Procedures
2.5.1.1 Measurements shall be taken at the locations defined
above. The overall A-weight sound pressure levels shall
be used to determine compliance. Measurements shall be a
minimum of one minute in duration to ensure a
representative sampling.
2.5.1.2 If required to obtain a representative background noise
level, measurements shall be conducted at the compliance
measurement locations, immediately prior to or following
the measurements for the Sound Level Guarantee. If the
background measurements are taken on a preceding or
subsequent day the measurements shall be taken at a
similar time as the operational measurements to ensure
representative background conditions. The background
measurements shall be taken at a similar time to ensure
representative background conditions. No Facility
equipment shall be in operation during the background
noise measurement periods. Audible noise sources shall
be noted.
2.5.1.3 Measurements for determining compliance with the Sound
Level Guarantee shall be taken under two operating
scenarios: (1) with all three Units operating at maximum
capability based on ambient conditions with the
combustion turbines operating at base load and all
cooling tower fans on high and (2) with three Units
operating at seventy percent of the combustion turbines
un-augmented capacity. All enclosure doors and typically
closed openings shall be shut during the test.
2.5.2 Noise Measurement Instrumentation
2.5.2.1 All data shall be recorded using a precision sound level
meter that meets the requirements of ANSI S1.4-1983 Type
1. All measurements shall be taken with the meter on the
slow setting to a height of approximately five (5.)
feet. The microphone shall be equipped with a windscreen
specified by the sound level meter manufacturer.
2.5.2.2 The meter(s) shall be field calibrated immediately prior
to and after each round of measurements using a field
calibrator specified by the sound level meter
manufacturer.
2.5.2.3 The meter(s) shall have been calibrated within the
previous 12 months and the calibration shall be
traceable to NIST.
2.5.2.4 Sound pressure level measurement shall be performed by
Contractor's personnel who will be a qualified
technician or acoustical consultant.
2.5.3 Sound Level Calculations and Corrections
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Batesville Generation Facility Page 15 07/22/99
The measured sound pressure level, after corrections for background
noise, shall be used to determine compliance with Sound Level Guarantee.
A measurement uncertainty and testing tolerance as defined in ISO 6190
shall be applied.
2.5.4 Data Reporting
A report shall be generated for inclusion into the Acceptance Test
Report. The report shall describe the measurement procedures, raw
measurement data, results of corrections and calculations, and
determination of compliance or non-compliance. The report, at a minimum,
must include the information specified in the following section.
2.5.4.1 The test report shall include the following information,
at a minimum.
(A) Name of Facility
(B) Location
(C) Model and number of units in service
(D) Description of noise control treatment
(E) Operating conditions
(F) Personnel performing and witnessing the testing.
(G) Data and time of measurements.
2.5.4.2 A drawing shall be generated showing the measurement
locations. A description of the topography of the site
shall be included with the drawing. The drawing shall
include any factors, which may influence acoustical
measurements.
2.5.4.3 The meter serial number(s) and laboratory calibration
dates, meter ANSI type, and the names of all monitoring
personnel shall be included.
2.5.4.4 All data shall be reported in tabularized form,
listing the date and time of each measurement, the
measured sound pressure levels, and the sound
pressure levels corrected for background noise.
Summary tables shall be included which verify the
calculation procedure and results at each measurement
location.
2.6 COOLING TOWER TEST
The cooling tower will be tested by the Contractor to demonstrate that
the cooling tower the thermal capacity to allow the plant to achieve
guaranteed performance. The functional testing will be in accordance
with CTI ACT- 105 or ASME PTC Codes. If it is demonstrated, via the
results of the Cooling Tower Test, that the cooling tower did not
achieve guaranteed performance (where guaranteed performance is as
indicated in Contractor's contract with cooling tower manufacturer),
then Contractor shall determine the effect of the performance shortfall
on Unit Power Output, as adjusted to the Base conditions for the Unit
Power Output Test, Maximum Unit Power Output, as adjusted to the Base
conditions for the Maximum Unit
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Batesville Generation Facility Page 16 07/22/99
Power Output Test, and Unit Heat Rate. The Contractor shall utilize the
cooling tower, condenser, and steam turbine manufacturer's correction
curve to determine such affect.
Instrument measurement uncertainty will be applied to the results of the
test based on the accuracy of the individual test measurements.
Measurement uncertainties shall be applied to the test results before
comparison to the performance parameters.
2.7 CAPABILITY TESTS
The Contractor shall conduct the following Capability Tests on the
Facility and/or each Unit and its equipment to demonstrate operational
safety and flexibility of the Facility and/or the Unit.
The Contractor shall develop a detailed Capability test procedure that
shall be incorporated into the Test Procedures. Each Capability Test
procedure shall include the detailed requirements for conducting and
monitoring the Facility's and/or Unit's equipment during the Test.
Following completion of the Capability Tests, a detailed test report
shall be completed for each of the Capability Tests. These test reports
shall be incorporated into the Acceptance Test Report. Each test report
shall include, as a minimum, the following information:
-- Date and Time each test was conducted.
-- Names of participants who conducted and witnessed the
test.
-- Description under which the test was conducted.
-- Summary of all test data and results.
-- Conclusion, discussion and analysis of the results and
comparison to the requirement of the respective
Capability Test.
2.7.1 Duct Burner Capacity Test
The Contractor shall demonstrate the ability of reaching and maintaining
design capacity of each Unit's duct burner, while operating on natural
gas fuel. The design heat input to the duct burner shall be that
required to achieve the maximum output guarantees. Such value will be
consistent with any values less than guaranteed values for Maximum Unit
Output, which Contractor has declared to meet Substantial Completion.
The Test shall be conducted on each Unit for a continuous period of one
(1) hour after attaining thermally stable conditions of the Unit. During
this Capability Test all equipment shall operate within air emission
permit requirements. If due to ambient conditions, Duct Burner capacity
is not capable of being attained and maintained, the Contractor must
still make every reasonable effort to demonstrate Duct Burner capacity.
Under such conditions the Test may require operation of one Unit at a
time, while by-passing (dumping) steam to the condenser and operating
the cooling tower to meet the heat rejection requirements, subject to
practical limitations of equipment and system design.
2.7.2 Ramp Rate Test
The Contractor shall demonstrate the capability of each Unit to meet the
design ramp rate between 70% of Unit load and Unit load (i.e. where Unit
load is defined as the load attainable at a given ambient temperature
based on the combustion turbine operating without power augmentation and
the HRSG operating without duct firing), of no less than 5 MW per
minute.
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Batesville Generation Facility Page 17 07/22/99
In addition, the Contractor shall demonstrate the ability of each Unit
to ramp-up and ramp-down from Unit load to augmented Unit load (where
augmented Unit load is defined as the load attainable at a given ambient
temperature based on the combustion turbine operating with power
augmentation and HRSG with duct firing) in 30 minutes. For this test,
combustion turbine steam injection piping shall be warmed to operating
conditions prior to the start of the test.
The Ramp Rate Test should be demonstrated without using steam injection,
or steam dumping to overcome any transient conditions (i.e. to operate
the most economically).
2.7.3 Water/Steam Purity Test
The Contractor shall demonstrate the capability of each Unit to meet
HRSG and steam turbine requirements for water/steam purity. This
Capability Test shall be conducted while operating with maximum water
flow rates through the HRSG (such as during conditions of high
desuperheating., spray flow, when the steam turbine is at maximum
capacity practical for test, based on ambient conditions).
2.7.4 Steam Turbine By-Pass Test
The Contractor shall demonstrate the capability of each Unit to by-pass,
and of the heat rejection system to accept, all steam produced by the
HRSG under the following two scenarios:
(A) Each Unit with full steam injection and duct burner operating at
full capacity. The test would consist of tripping on a Unit by
Unit basis each steam turbine (CT must remain in operation at
minimum load). Upon tripping the steam turbine, the Test shall
demonstrate tripping the duct burner, opening all steam
by-passes and, once steady state conditions are reached,
acceptance of all by-passed steam by the heat rejection system.
(B) Each Unit shall demonstrate the capability of bypassing all
steam produced by the HRSG to heat rejection system for a period
of one (1) hour. During, the test the Unit combustion turbine
shall be operated at base load and after thermal equilibrium is
reached no steam shall be allowed to pass through the relief
vents.
For both tests the HRSG water/steam purity levels 8 required by
equipment manufacturers and vendors for equipment in service (steam
turbine is not in-service and considering duration of operation) must be
maintained. In addition, after thermal equilibrium is reached, no steam
shall be allowed to pass through the relief vents.
2.7.5 Facility Backup Power Transfer Test
The Contractor shall demonstrate upon loss of AC power the capability of
the Facility to safely transfer all critical equipment to the Facility's
DC backup power supply. This would include demonstrating the ability of
the Facility's un-interruptible power supply (UPS) system to be safely
transferred and powered by the DC power supply.
2.7.6 Boiler Feed Pump Trip Test
The Contractor shall demonstrate the capability of each Unit to safely
accept trip of one of the two (2) boiler feed pumps, when operating at
the Unit maximum power output, and be able to maintain the Unit's design
electrical output with one pump in service, without tripping the Unit.
Both boiler feed pumps shall be tested.
LSP Energy Limited Partnership Exhibit A A-BVZ
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Batesville Generation Facility Page 18 07/22/99
2.7.7 Wastewater Discharge Test
The Contractor shall demonstrate the capability of the Facility to meet
the wastewater discharge requirements imposed on the Facility, as shown
in Attachment 3 of this Exhibit A. This test shall be conducted on an
entire Facility basis.
2.7.8 Demineralizer Demonstration Test
The Contractor shall demonstrate that the Facility's demineralization
system is capable of a net production rate of 1,000,000 gallons of
demineralized water per 24 hour period at required quality, including
allowance for water and time required for regeneration. This production
is based on the design raw water quality set forth in Exhibit I. The
test shall include a full regeneration of all demineralizer trains.
2.7.9 Minimum Load Operation
The Contractor shall demonstrate the capability of each Unit to maintain
stable operation (i.e. power output shall not vary more than +/- 1%) at
70% of Unit load (i.e. where Unit load is defined as the load attainable
at a given ambient temperature based on the combustion turbine operating
without power augmentation and the HRSG operating without duct firing).
The test shall be conducted for two (2) continuous hours. During
operation of this test, each Unit shall comply with all air emission
guarantees.
2.7.10 Power Factor Test
The Contractor shall demonstrate each Unit's capability to operate under
leading and lagging power factor conditions. The test shall be conducted
by operating the Unit's generators at power factors of 0.95 leading for
one hour and at 0.90 lagging for one hour as allowed by the transmission
system.
2.8 EMISSIONS TESTING
The Emission Test shall be conducted to verify compliance of each Unit
to demonstrate achievement of the Guaranteed Emissions. Scheduling of
the Emissions Test shall be in accordance with the requirements of the
air permit. The Emissions Test procedure shall be developed by the
Contractor, subject to approval by the Owner and the State and Federal
issuing agencies. The Emissions Test procedure shall be submitted to the
Owner no later than ninety (60) Days prior to the date of first intended
test, and shall comply with the requirements of the air permit.
Contractor shall submit to Owner within Twenty One (21) Days from the
date of completion of each Test a written Emission Test Report as
required by the Facility's equipment air emission permits.
All emissions guarantees are based on the fuel gas analysis included in
Exhibit 1-4.
LSP Energy Limited Partnership Exhibit A A-BVZ
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Batesville Generation Facility Page 19 07/22/99
ATTACHMENT I OF EXHIBIT A
(Noise Measurement Locations on Following Page)
LS Power LLC July 7, 1998
Batesville, Mississipi Generating Plant
----------
[INSERT DIAGRAM]
----------
Facility sound emission levels based upon full load steady state operation under
typical conditions.
LSP Energy Limited Partnership Exhibit A A-BVZ
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Batesville Generation Facility Page 20 07/22/99
ATTACHMENT 2 OF EXHIBIT A
TABLE I OF ATTACHMENT 2
The Emissions Guarantees are listed in the following respective tables
correspond to the combined stack emissions from one Unit's combustion turbine
and duct burner in the associated heat recovery steam generator.
Combined Stack Emission Guarantees
Steam Injection Maximum Maximum None None
------------------------------- ---------- ------------ ------------- -------------
Duct Firing Maximum None None None
------------------------------- ---------- ------------ ------------- -------------
Pollutant Units CT at Full CT at Full CT Load CT Load
load load from 75% to from 50% to
100% 75%
------------------------------- ---------- ------------ ------------- -------------
NOx Ppmvd 9.0 9.0 9.0 9.0
@15%O2
------------------------------- ---------- ------------ ------------- -------------
CO Ppmvd 30.3 30.3 30.3 200
------------------------------- ---------- ------------ ------------- -------------
VOC Ppmvd 9.3 9.3 9.3 20
------------------------------- ---------- ------------ ------------- -------------
Ammonia Ppmvd 20.0 20.0 20.0 20.0
------------------------------- ---------- ------------ ------------- -------------
Opacity % 20 20 20 20
------------------------------- ---------- ------------ ------------- -------------
Notes to Emission Guarantees Table:
(1) Maximum duct firing is 268 MMBtu/hr HHV.
(2) NOx - total oxides of nitrogen.
(3) CO - Carbon monoxide.
(4) VOC - volatile organic compounds, non-methane and non-ethane.
(5) Ppmvd - parts per million by volume dry basis.
(6) NOx measured by EPA Reference Xxxxxx 00, 00 XXX 60, Appendix A.
(7) CO measured by EPA Reference Xxxxxx 00, 00 XXX 60, Appendix A.
(8) VOC measured by EPA Reference Method 25A and 18, 40 CFR 60, Appendix A.
(9) Ammonia measured by EPA Draft Method 206.
(10) Opacity measured by EPA Reference Method 9,40 CFR 60, Appendix A.
LSP Energy Limited Partnership Exhibit A A-BVZ
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Batesville Generation Facility Page 21 07/22/99
ATTACHMENT 3 OF EXHIBIT A
LSP Energy Limited Partnership Exhibit A A-BVZ
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Batesville Generation Facility Page 22 07/22/99
Wastewater Testing. The Wastewater Testing shall be conducted to verify
compliance of plant wastewater with the requirements of the Guaranteed
Wastewater Parameters. Scheduling of the Wastewater Testing shall be in
accordance with the requirements of the NPDES permit. The Test Procedure will be
developed by the Contractor, subject to approval by the Owner and the State and
Federal wastewater permit issuing agencies. The Test Procedures shall be
submitted to the Owner no later than sixty (60) Days prior to the date of the
first intended test, and shall comply with the applicable requirements of the
NPDES permit. Contractor shall submit to Owner within twenty-one (21) Days from
the date of completion of each test a written Wastewater Testing Report.
Guaranteed Wastewater Parameters. (a) The Guaranteed Wastewater Parameters are
listed in the table below.
Parameter Units Monthly Average Daily Maximum
------------------------------------- -------------- --------------- -------------
Outfall 001A - Cooling Tower Blowdown
------------------------------------- -------------- --------------- -------------
Flow Gpm 1070*** 1417***
------------------------------------- -------------- --------------- -------------
Free Available Chlorine* mg/l 0.09 0.15
------------------------------------- -------------- --------------- -------------
Outfall 001B - Low Vourne Wastes
------------------------------------- -------------- --------------- -------------
Flow Gpm 87*** 178***
------------------------------------- -------------- --------------- -------------
Total Suspended Solids mg/l 30 100
------------------------------------- -------------- --------------- -------------
Oil & Grease mg/l 15 20
------------------------------------- -------------- --------------- -------------
Outfall 001 - Total Discharge
------------------------------------- -------------- --------------- -------------
Temperature** (0)F 90 90
------------------------------------- -------------- --------------- -------------
Flow** Gpm 1157*** 1596***
------------------------------------- -------------- --------------- -------------
Total Residual Chlorine mg/l 0.08 0.14
------------------------------------- -------------- --------------- -------------
PH Standard units 6.5 - 9 6.5 - 9
------------------------------------- -------------- --------------- -------------
Oil & Grease mg/l 1.8 1.8
------------------------------------- -------------- --------------- -------------
Notes
* Plant will be designed so that neither total residual chlorine nor free
available chlorine will be discharged for more than two hours in any one
day.
** Plant design will incorporate the ability to cool effluent temperature to
requirements of Exhibit I.
*** Plant design will allow for these flow values but values are not guaranteed
as they will depend upon makeup water quality and plant operations.
LSP Energy Limited Partnership Exhibit A A-BVZ
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Batesville Generation Facility Page 23 07/22/99
ATTACHMENT 4 OF EXHIBIT A
PERFORMANCE GUARANTEE FUEL BASIS
Fuel Analysis by % Volume
COMPONENT %VOLUME
N2 1.4%
C2H4 98.00%
C2H6 0.60%
Gas Supply Pressure 500 psia
Gas Supply Temperature 80F
Gas Lower Heating Value, Btu/lb 20,981
Gas Higher Heating Value, Btu/lb 23,299
Gas Lower Heating Value, Btu/scf 902.7
Gas Higher Heating Value, Btu/scf 1,002.4
Gas Specific Gravity at Standard Conditions 0.5635
Note: Standard conditions of 60 F and 14.696 psia
LSP Energy Limited Partnership Exhibit A A-BVZ
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Batesville Generation Facility Page 24 07/22/99
ATTACHMENT 5 OF EXHIBIT A
Combustion Turbine 501 F Non-Recoverable Power Degradation
(Curve on following page)
BLACK & XXXXXX - BATESVILLE PROJECT
501 Non Recoverable Power Degradation
[INSERT CHART]
EXHIBIT B
FORM OF CERTIFICATE OF SUBSTANTIAL COMPLETION
------------, ----
LSP Energy Limited Partnership
[--------------------------]
[--------------------------]
Attention: Project Manager
LSP Energy Limited Partnership
c/o LSP Energy, Inc.
000 Xxxxx Xxxx
Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000
Attention: [___________________]
LS Power, LLC
Xxx Xxxxx Xxxxxx
00xx Xxxxx
Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: General Counsel
Gentlemen:
This Certificate is delivered to you pursuant to Sections 10.2 and 10.3
of the Turnkey Engineering, Procurement and Construction Agreement, dated July
22, 1998, by and between LSP Energy Limited Partnership, a Delaware limited
partnership ("Owner"), and BVZ Power Partners -Batesville, a Mississippi joint
venture ("Contractor") (as amended, supplemented or otherwise modified from time
to time, the "EPC Agreement"). Capitalized terms used herein but not defined
herein shall have the respective meanings assigned thereto in the EPC Agreement.
This Certificate is delivered in connection with the [Common Facilities
and Unit 1/Unit 2/Unit 3/Facility][INCLUDE AS APPROPRIATE FOR SCOPE OF
CERTIFICATE].
Contractor hereby certifies that:
B-1
[INCLUDE (i), (ii) AND (iii) IN CERTIFICATES DELIVERED IN CONNECTION WITH THE
SUBSTANTIAL COMPLETION OF A UNIT]
(i) as evidenced in the test reports and other information attached
hereto as Exhibit 1, it has successfully completed the Reliability Test, the
Start-up Test, and the Substantial Completion Capability Tests with respect to
the [Unit 1/Unit 2/Unit 3] in accordance with the requirements of the EPC
Agreement and has achieved each of the Reliability Guarantee and the Start-up
Guarantee for such Unit;
(ii) as evidenced in the test reports and other information attached
hereto as Exhibit 1, it has successfully completed the Net Power Output Test,
the Maximum Net Power Output Test and the Net Heat Rate Test with respect to the
[Unit 1/Unit 2/Unit 3] in accordance with the requirements of the EPC Agreement
and [has achieved each of the Performance Guarantees for such Unit][has achieved
the Performance Minimums for such Unit and has paid Performance Liquidated
Damages to Owner pursuant to Section 12.4(c) of the EPC Agreement];
(iii) attached hereto as Exhibit 2 is a list of Punchlist Items along
with an estimate of the cost to complete each such Punchlist Item, as required
by Section 10.3 of the EPC Agreement; and
[INCLUDE (iv) IN ALL CERTIFICATES]
[(iv)] all [other] requirements for Substantial Completion set forth
in Section 10.1(b)[(I)/ (II)/ (III)] of the EPC Agreement have been met with
respect to the [Common Facilities and Unit 1/Unit 2/Unit 3/Facility].
Please confirm by execution of the acknowledgment below that Substantial
Completion with respect to the [Common Facilities and Xxxx 0/ Xxxx 0/ Xxxx 0/
Xxxxxxxx] xxxxx xx deemed to have occurred on ________________.
The undersigned certifies that he is duly authorized to execute and deliver
this Certification on behalf of Contractor.
BVZ POWER PARTNERS LLP - BATESVILLE
By:
Name:
Title:
B-2
ACKNOWLEDGMENT:
LSP Energy Limited Partnership
By: LSP Energy, Inc.,
as General Partner
By:
Name:
Title:
cc: Independent Engineer
B-3
EXHIBIT 1 TO CERTIFICATE OF
SUBSTANTIAL COMPLETION
[TEST REPORTS TO BE PROVIDED BY CONTRACTOR]
B-4
EXHIBIT 2 TO CERTIFICATE OF
SUBSTANTIAL TEST COMPLETION
[PUNCHLIST]
B-5
EXHIBIT C
FORM OF CERTIFICATE OF FINAL ACCEPTANCE TEST COMPLETION
------------,----
LSP Energy Limited Partnership
[--------------------------]
[--------------------------]
Attention: Project Manager
LSP Energy Limited Partnership
c/o LSP Energy, Inc.
000 Xxxxx Xxxx
Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000
Attention: [___________________]
LS Power, LLC
Xxx Xxxxx Xxxxxx
00xx Xxxxx
Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: General Counsel
Gentlemen:
This Certificate is delivered to you pursuant to Section 10.4 of the
Turnkey Engineering, Procurement and Construction Agreement, dated July 22,
1998, by and between LSP Energy Limited Partnership, a Delaware limited
partnership ("Owner"), and BVZ Power Partners - Batesville, a Mississippi joint
venture ("Contractor") (as amended, supplemented or otherwise modified from time
to time, the "EPC Agreement"). Capitalized terms used herein but not defined
herein shall have the respective meanings assigned thereto in the EPC Agreement.
Contractor hereby certifies that:
(i) as evidenced in the test reports and other information attached
hereto as Exhibit 1, it has successfully completed the Availability Test, the
Auxiliary Load Test, the Emissions Test, the Sound Level Test and the Final
Completion Capability Tests with respect to the Facility in accordance with the
requirements of the EPC
C-1
Agreement and has achieved each of the Availability Guarantee, the Auxiliary
Load Guarantee, the Emissions Guarantee and the Sound Level Guarantee for the
Facility; and
(ii) all other requirements for Final Acceptance Test Completion set
forth in Section 10.1(c) of the EPC Agreement have been met with respect to the
Facility.
Please confirm by execution of the acknowledgment below that Final
Acceptance Test Completion with respect to the FACILITY shall be deemed to have
occurred on ________________.
The undersigned certifies that he is duly authorized to execute and deliver
this Certification on behalf of Contractor.
BVZ POWER PARTNERS LLP - BATESVILLE
By:
Name:
Title:
ACKNOWLEDGMENT:
LSP Energy Limited Partnership
By: LSP Energy, Inc.,
as General Partner
By:
Name:
Title:
cc: Independent Engineer
C-2
EXHIBIT 1 TO CERTIFICATE OF
FINAL ACCEPTANCE TEST COMPLETION
[TEST REPORTS TO BE PROVIDED BY CONTRACTOR]
C-3
EXHIBIT D
FORM OF FINAL COMPLETION CERTIFICATE
------------,----
LSP Energy Limited Partnership
[__________________________]
[__________________________]
Attention: Project Manager
LSP Energy Limited Partnership
c/o LSP Energy, Inc.
000 Xxxxx Xxxx
Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000
Attention: [___________________]
LS Power, LLC
Xxx Xxxxx Xxxxxx
00xx Xxxxx
Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: General Counsel
Gentlemen:
This Certificate is delivered to you pursuant to Section 10.5 of the
Turnkey Engineering, Procurement and Construction Agreement, dated July 22,
1998, by and between LSP Energy Limited Partnership, a Delaware limited
partnership ("Owner"), and BVZ Power Partners - Batesville, a Mississippi joint
venture ("Contractor") (as amended, supplemented or otherwise modified from time
to time, the "EPC Agreement"). Capitalized terms used herein but not defined
herein shall have the respective meanings assigned thereto in the EPC Agreement.
Contractor hereby certifies that:
(i) Substantial Completion has been achieved and has been
accepted by Owner; and
(ii) Final Acceptance Test Completion has been achieved and has
been accepted by Owner; and
D-1
(iii) all other conditions to Final Completion set forth in
Section 10.5 of the EPC Agreement have been satisfied.
Please confirm by execution of the acknowledgment below that Final
Completion shall be deemed to have occurred on ________________.
The undersigned certifies that he is duly authorized to execute and
deliver this Certificate on behalf of Contractor.
BVZ POWER PARTNERS - BATESVILLE
By:
Name:
Title:
ACKNOWLEDGMENT:
LSP Energy Limited Partnership
By: LSP Energy, Inc.,
as General Partner
By:
Name:
Title:
cc: Independent Engineer
D-2
EXHIBIT E-1
FORM OF LIMITED NOTICE TO PROCEED
_________________, 1998
BVZ Power Partners - Batesville
[________________________]
[________________________]
Attention : Project Executive
Reference is made to the Turnkey Engineering, Procurement and
Construction Agreement, dated July 22, 1998, by and between LSP Energy Limited
Partnership, a Delaware limited partnership ("Owner"), and BVZ Power Partners -
Batesville, a Mississippi joint venture ("Contractor") (as amended, supplemented
or otherwise modified from time to time, the "EPC Agreement"). Capitalized terms
used herein but not defined shall have the respective meaning assigned thereto
in the EPC Agreement.
This Limited Notice to Proceed is being delivered pursuant to Section 5.3
of the EPC Agreement. By issuing this Limited Notice to Proceed, the Owner
hereby directs the Contractor to commence and complete the Preliminary Work as
set forth on Exhibit 1 hereto. Except as set forth on Exhibit 1 hereto, the
Preliminary Work set forth on such Exhibit shall be subject to and governed by
the terms of the EPC Agreement.
Please confirm by execution of the acknowledgment below that the
Contractor received this Limited Notice to Proceed on , 1998.
LSP ENERGY LIMITED PARTNERSHIP
By: LSP Energy, Inc.,
as General Partner
By:
Name:
Title:
ACKNOWLEDGMENT:
BVZ POWER PARTNERS - BATESVILLE
By:
Name:
Title:
E-1-1
EXHIBIT E-2
FORM OF NOTICE TO PROCEED
_________________, 1998
BVZ Power Partners - Batesville
[________________________]
[________________________]
Attention : Project Executive
This Notice to Proceed is being delivered pursuant to Section 5.1 of
the Turnkey Engineering, Procurement and Construction Agreement, dated July 22,
1998 between LSP Energy Limited Partnership, a Delaware limited partnership
("Owner"), and BVZ Power Partners - Batesville, a Mississippi joint venture
("Contractor") (as amended, supplemented or otherwise modified from time to
time, the "EPC Agreement"). Capitalized terms used herein but not defined herein
shall have the respective meanings assigned thereto in the EPC Agreement.
Owner certifies that funds are available to be drawn down by Owner
under the Construction Financing and all tasks necessary to authorize the
commencement of Work have been accomplished.
Please confirm by execution of the acknowledgment below that the
Contractor received the Notice to Proceed on _________, 1998.
LSP ENERGY LIMITED PARTNERSHIP
By: LSP Energy, Inc.,
as General Partner
By:
Name:
Title:
ACKNOWLEDGMENT:
BVZ POWER PARTNERS - BATESVILLE
By:
Name:
Title:
E-2-1
EXHIBIT F-1
Schedule of Values
--------------------------------------------------------------------------------
See attached Schedule of Values.
Payment Schedule - Contractor to invoice in accordance with the following:
* Initial Payment - 100% With Notice to Proceed
(NTP)
* Mobilization - 50% On Notice to Proceed
(NTP)
50% On Site mobilization
* Engineering Period - Actual progress in
billing period based
upon mutually agreed
progress of engineering
deliverables.
* Equipment and Material Procurement - 10%
Upon issuance of P.O.
or Material Contract
5% Upon receipt of vendor
drawings
5% Upon drawing approval
and manufacturing
release
60% During manufacture
10% Upon final assembly,
shop test or ready for
delivery
10% Upon delivery
* Bulk Materials - 100% On-site delivery
* Construction - 5% Of installation upon
unloading and handling
of equipment and
material
Balance based upon actual
progress in billing period
(mutually agreed actual
construction erected in
place).
* Construction Overheads - 4.2% For each of the 23
months following Notice
to Proceed and 3.4% the
24th month. First
payment for this work
will be included with
the first monthly
payment after NTP.
EXHIBIT F
Schedule of Values
------------------------------------------------------------------------------------------------------------------------------------
ENGINEERING & MATERIAL & PERCENTAGE
DESCRIPTION CONSTRUCTION EQUIPMENT TOTAL OF TOTAL
------------------------------------------------------------------------------------------------------------------------------------
GENERAL
INITIAL PAYMENT $ 3,500,000 $ 3,500,000 1.46%
CONSTRUCTION MOBILIZATION $ 4,023,112 $ 4,023,112 1.68%
PERFORMANCE TESTING $ 192,842 $ 17,919 $ 210,761 0.09%
OPERATOR TRAINING COSTS $ 432,819 $ 432,819 0.18%
JOINT VENTURE OVERHEADS $ 8,019,863 $ 8,019,863 3.34%
ENGINEERING & SERVICES
CIVIL / STRUCTURAL $ 3,190,426 $ 3,190,426 1.33%
MECHANICAL $ 3,326,774 $ 3,326,774 1.39%
CHEMICAL $ 425,390 $ 425,390 0.18%
ELECTRICAL / CONTROL $ 3,190,426 $ 3,190,426 1.33%
CONSTRUCTION $ 531,737 $ 531,727 0.22%
ARCHITECTURAL / CIVIL
CLEARING AND GRUBBING $ 43,248 $ 43,248 0.02%
TOPSOIL ACTIVITIES $ 124,177 $ 124,177 0.05%
FILL MATERIAL $ 58,955 $ 58,955 0.02%
SITE LEVELING EXCAVATION AND BACKFILL $ 237,128 $ 237,128 0.10%
BERMS EXCAVATION AND BACKFILL $ 97,465 $ 97,465 0.04%
CIRCULATING WATER PIPE EXCAVATION AND BACKFILL $ 648,471 $ 648,471 0.27%
PIPE TRENCHING AND BACKFILL $ 575,636 $ 575,636 0.24%
SURFACING - CONCRETE PAVING $ 28,926 $ 9,401 $ 38,327 0.02%
SURFACING - AGGREGATE $ 229,343 $ 303,991 $ 533,334 0.22%
ASPHALT $ 28,208 $ 17,202 $ 45,410 0.02%
U/G GRAVITY FLOW PIPING $ 233,553 $ 302,953 $ 536,506 0.22%
EROSION CONTROL $ 13,974 $ 13,974 0.01%
SITE IMPROVEMENTS - FENCING $ 49,870 $ 45,435 $ 95,305 0.04%
LANDSCAPING $ 21,744 $ 12,328 $ 34,072 0.01%
FOUNDATIONS - BALANCE OF PLANT $ 360,062 $ 159,107 $ 519,169 0.22%
FOUNDATIONS - BUILDINGS $ 165,365 $ 154,772 $ 320,137 0.13%
FOUNDATIONS - COOLING TOWER $ 346,891 $ 221,710 $ 568,601 0.24%
FOUNDATIONS - HRSG (3) F 163 MW $ 272,996 $ 320,966 $ 593,962 0.25%
FOUNDATIONS - COMB. TURB. (3) F 163 MW $ 285,981 $ 310,812 $ 596,793 0.25%
FOUNDATIONS - STM. TURB. (3) EA. 97 MW W $ 293,951 $ 287,591 $ 581,542 0.24%
FOUNDATIONS - ELECTRICAL/XFRMRS F 1000 $ 337,753 $ 122,208 $ 459,961 0.19%
DRILLED PIERS $ 364,660 $ 222,385 $ 587,045 0.24%
STRUCTURAL
STRUCTURAL STEEL $ 24,424 $ 47,990 $ 72,414 0.03%
PIPE RACK STEEL $ 147,817 $ 589,325 $ 737,142 0.31%
PIPE SUPPORTS (TEE'S) $ 2,920 $ 16,627 $ 19,547 0.01%
GRATING STEEL $ 83,794 $ 161,980 $ 245,774 0.10%
HANDRAIL $ 24,997 $ 121,376 $ 146,373 0.06%
STAIRS AND LADDERS $ 15,323 $ 52,751 $ 68,074 0.03%
PLANT SERVICES BUILDING
PLANT SERVICES BUILDING $ 606,600 $ 369,931 $ 976,531 0.41%
MECHANICAL EQUIPMENT
HRSG #1 $ 628,328 $12,603,333 $13,231,661 5.51%
HRSG #2 $ 628,328 $12,603,333 $13,231,661 5.51%
HRSG #3 $ 628,328 $12,603,333 $13,231,661 5.51%
COMBUSTION TURBINE #1 $ 289,602 $25,550,000 $25,839,602 10.77%
COMBUSTION TURBINE #2 $ 289,602 $25,550,000 $25,839,602 10.77%
COMBUSTION TURBINE #3 $ 289,602 $25,550,000 $25,839,602 10.77%
STEAM TURBINE #1 $ 268,126 $ 9,666,667 $ 9,934,793 4.14%
STEAM TURBINE #2 $ 268,126 $ 9,666,667 $ 9,934,793 4.14%
STEAM TURBINE #3 $ 268,126 $ 9,666,667 $ 9,934,793 4.14%
AIR COMPRESSOR AND DRYER $ 8,048 $ 83,230 $ 91,278 0.04%
CONDENSATE PUMPS $ 107,598 $ 556,545 $ 664,143 0.28%
BOILER FEED PUMPS $ 307,165 $ 2,516,294 $ 2,823,459 1.18%
CONDENSER AND VACUUM PUMPS $ 510,104 $ 4,138,141 $ 4,648,245 1.94%
CIRC WATER PUMPS $ 19,115 $ 1,109,733 $ 1,128,848 0.47%
FUEL GAS HEATERS AND SEPERATORS $ 13,412 $ 149,814 $ 163,226 0.07%
SHOP FABRICATED TANKS $ 11,962 $ 244,141 $ 256,103 0.11%
FIELD ERECTED TANKS $ 425,086 $ 583,280 $ 1,008,366 0.42%
WATER TREATMENT EQUIP. (DEMIN) $ 203,935 $ 1,333,780 $ 1,537,715 0.64%
GENERAL SERVICE PUMPS $ 50,178 $ 421,414 $ 471,592 0.20%
MISC SUMP PUMPS $ 12,323 $ 104,314 $ 116,637 0.05%
PRETREATMENT SYSTEM $ 244,145 $ 1,171,515 $ 1,415,660 0.59%
1
EXHIBIT F
Schedule of Values
------------------------------------------------------------------------------------------------------------------------------------
ENGINEERING & MATERIAL & PERCENTAGE
DESCRIPTION CONSTRUCTION EQUIPMENT TOTAL OF TOTAL
------------------------------------------------------------------------------------------------------------------------------------
CHEMICAL FEED PACKAGES $ 16,326 $ 358,444 $ 374,770 0.16%
MISC EQUIPMENT $ 235,169 $ 260,169 $ 495,338 0.21%
STRAINERS $ 1,011 $ 49,938 $ 50,949 0.02%
SAMPLE PANELS $ 4,494 $ 277,433 $ 281,927 0.12%
SPECIAL PROTECTIVE COATINGS $ 4,382 $ 4,382 0.00%
OIL WATER SEPERATORS $ 2,959 $ 22,195 $ 25,154 0.01%
SANITARY LIFT STATIONS $ 1,424 $ 5,548 $ 6,972 0.00%
AQUEOUS AMMONIA UNLOADING AND STORAGE SKIDS $ 133,167 $ 133,167 0.06%
CHEMICAL WASTE DRAINAGE / TREATMENT $ 2,247 $ 22,195 $ 24,442 0.01%
FUEL GAS HEATERS $ 28,181 $ 300,000 $ 328,181 0.14%
COOLING TOWER $ 1,116,584 $ 2,383,294 $ 3,499,878 1.46%
FIRE PROTECTION & PUMPS $ 447,908 $ 603,760 $ 1,051,668 0.44%
CTG OIL FLUSH $ 108,021 $ 8,063 $ 116,084 0.05%
STG TESTING AND OIL FLUSH $ 276,437 $ 10,751 $ 287,188 0.12%
CHEMICAL CLEAN / STEAM BLOW $ 438,453 $ 94,077 $ 532,530 0.22%
NDE (MECH EQUIPMENT) $ 53,758 $ 53,758 0.02%
STRESS RELIEF (MECH EQUIPMENT) $ 35,839 $ 35,839 0.01%
HARTFORD INSPECTION $ 20,159 $ 20,159 0.01%
EMISSIONS TESTING $ 132,227 $ 13,439 $ 145,666 0.06%
MECHANICAL START-UP HOURS $ 123,129 $ 123,129 0.05%
OUTSIDE HAUL OF MAJOR EQUIPMENT $ 215,034 $ 215,034 0.09%
PIPING
UNDERGROUND PIPING $ 350,353 $ 562,636 $ 912,989 0.38%
CIRCULATING WATER PIPE $ 205,147 $ 804,558 $ 1,009,705 0.42%
ERECT SMALL BORE PIPE $ 397,346 $ 275,574 $ 672,920 0.28%
ERECT LARGE BORE PIPE $ 576,978 $ 3,301,462 $ 3,878,440 1.62%
CHEMICAL PIPING $ 162,655 $ 353,783 $ 516,438 0.22%
ERECT CRITICAL PIPE $ 858,290 $ 623,567 $ 1,481,857 0.62%
VALVES $ 440,338 $ 3,546,858 $ 3,987,196 1.66%
HANGERS & SUPPORTS $ 250,384 $ 622,435 $ 872,819 0.36%
TESTING $ 437,300 $ 437,300 0.18%
ELECTRICAL
UNDERGROUND DUCTBANKS
U/G CONDUIT $ 346,204 $ 276,027 $ 622,231 0.26%
EXCAVATION / BACKFILL $ 31,950 $ 31,950 0.01%
RED CONCRETE $ 47,972 $ 96,469 $ 144,441 0.06%
MANHOLES / HANDHOLES / PULL WIRE $ 21,493 $ 62,936 $ 84,429 0.04%
CT W 501 F VENDOR FURNISHED ELECTRICAL ITEMS $ 168,422 $ 168,422 0.07%
GROUNDING $ 73,679 $ 85,759 $ 159,438 0.07%
LIGHTNING PROTECTION $ 13,985 $ 40,026 $ 54,011 0.02%
CATHODIC PROTECTION $ 74,977 $ 185,313 $ 260,290 0.11%
CONDUIT ABOVEGROUND $ 692,368 $ 443,986 $ 1,136,354 0.47%
CABLE TRAY $ 130,883 $ 113,574 $ 244,457 0.10%
ELECT PENETRATIONS & FIRE-STOPS $ 20,527 $ 1,775 $ 22,302 0.01%
POWER CABLE $ 355,986 $ 1,411,938 $ 1,767,924 0.74%
CONTROL CABLE $ 106,991 $ 128,168 $ 235,159 0.10%
INSTRUMENT CABLE $ 103,207 $ 175,551 $ 275,758 0.11%
TERMINATIONS FOR POWER, CONTROL, & INSTRUMENTATION $ 234,210 $ 99,206 $ 333,416 0.14%
ELECTRICAL EQUIPMENT
TRANSFORMER (MAIN) $ 43,488 $ 4,254,251 $ 4,297,739 1.79%
TRANSFORMER (MISC) $ 45,696 $ 515,624 $ 561,320 0.23%
TRANSFORMER ACCESSORIES (MAIN) $ 36,069 $ 26,042 $ 62,111 0.03%
SWITCHGEAR 5kV AND ABOVE $ 15,640 $ 556,343 $ 571,983 0.24%
480 V SWITCHGEAR $ 18,548 $ 346,108 $ 364,656 0.15%
MOTOR CONTROL CENTER (MCC) $ 56,549 $ 222,537 $ 279,086 0.12%
DISTRIBUTED CONTROL SYSTEM (DCS) $ 23,461 $ 1,068,179 $ 1,091,640 0.45%
VIBRATION MONITORING SYSTEMS $ 7,519 $ 7,519 0.00%
EMERGENCY POWER EQUIP / PANELS $ 1,804 $ 177,184 $ 178,988 0.07%
BATTERIES AND CHARGERS $ 11,630 $ 166,903 $ 178,533 0.07%
ISO PHASE BUS DUCT $ 122,243 $ 1,112,686 $ 1,234,929 0.51%
LIGHTS & RECEPTICALS $ 201,894 $ 278,096 $ 479,990 0.20%
HEAT TRACING/FREEZE PROTECTION $ 164,787 $ 189,683 $ 354,470 0.15%
SECURITY AND MONITORING SYSTEMS $ 11,183 $ 4,461 $ 15,644 0.01%
COMMUNICATION SYSTEMS $ 33,442 $ 67,699 $ 101,141 0.04%
TESTING $ 52,197 $ 52,197 0.02%
OIL FILL AND TEST TRANSFORMER $ 27,260 $ 37,405 $ 64,665 0.03%
2
EXHIBIT F
Schedule of Values
------------------------------------------------------------------------------------------------------------------------------------
ENGINEERING & MATERIAL & PERCENTAGE
DESCRIPTION CONSTRUCTION EQUIPMENT TOTAL OF TOTAL
------------------------------------------------------------------------------------------------------------------------------------
INSTRUMENTATION
HRSG INSTRUMENTATION $ 108,319 $ 55,989 $ 164,308 0.07%
COMBUSTION TURBINE INSTRUMENTS $ 88,708 $ 48,306 $ 137,014 0.06%
STEAM TURBINE INSTRUMENTS $ 118,602 $ 57,961 $ 176,563 0.07%
BALANCE OF PLANT INSTRUMENTS $ 212,542 $ 1,095,957 $ 1,308,499 0.55%
CONTINUOUS EMISSIONS MONITORING SYSTEM $ 22,906 $ 430,068 $ 452,974 0.19%
SAMPLE TUBING $ 67,146 $ 67,088 $ 134,234 0.06%
INSULATION
HEAT RECOVERY STEAM GENERATOR (HRSG) "101" INSULATION $ 148,501 $ 66,457 $ 214,958 0.09%
HEAT RECOVERY STEAM GENERATOR (HRSG) "201" INSULATION $ 148,501 $ 66,457 $ 214,958 0.09%
HEAT RECOVERY STEAM GENERATOR (HRSG) "301" INSULATION $ 148,501 $ 66,457 $ 214,958 0.09%
COMBUSTION TURBINE INSULATION 101 $ 82,848 $ 24,228 $ 107,076 0.04%
COMBUSTION TURBINE INSULATION 201 $ 82,848 $ 24,228 $ 107,076 0.04%
COMBUSTION TURBINE INSULATION 301 $ 82,848 $ 24,228 $ 107,076 0.04%
STEAM TURBINE/GENERATOR SYSTEMS 101 INSULATION $ 203,658 $ 67,342 $ 271,000 0.11%
STEAM TURBINE/GENERATOR SYSTEMS 201 INSULATION $ 203,658 $ 67,342 $ 271,000 0.11%
STEAM TURBINE/GENERATOR SYSTEMS 301 INSULATION $ 203,658 $ 67,342 $ 271,000 0.11%
CONDENSATE TANKS $ 4,600 $ 669 $ 5,269 0.00%
BOP PIPE INSULATION & JACKETING $ 324,349 $ 364,754 $ 689,103 0.29%
PAINTING
STRUCTURAL STEEL PAINTING $ 6,050 $ 1,915 $ 7,965 0.00%
HEAT RECOVERY STEAM GENERATOR (HRSG) PAINTING $ 167,483 $ 43,536 $ 211,019 0.09%
COMBUSTION TURBINE PAINTING $ 17,692 $ 4,594 $ 22,286 0.01%
STEAM TURBINE PAINTING $ 17,692 $ 4,594 $ 22,286 0.01%
PIPE PAINTING $ 83,111 $ 21,674 $ 104,785 0.04%
------------------------------------------------------------------------------------------------------------------------------------
TOTAL $50,428,133 $189,570,167 $239,998,300 100.00%
------------------------------------------------------------------------------------------------------------------------------------
3
EXHIBIT F-2
ESTIMATED CASH FLOW
Month Calendar Client Client
EPC Month Expenditures Cash Flow
--- ----- ------------ ---------
LNTP 21-Jul-98 $750,000 $750,000
LNTP + 15 05-Aug-98 $500,000 $1,250,000
LNTP + 20 FNTP or 10-Aug-98 $500,000 $1,750,000
FNTP At FNTP $6,352,500 $8,102,500
2 31-Aug-98 $3,806,000 $11,908,500
3 Sep-98 $5,963,555 $17,872,055
4 Oct-98 $11,104,359 $28,976,414
5 Nov-98 $12,224,430 $41,200,844
6 Dec-98 $12,371,398 $53,572,242
7 Jan-99 $12,885,126 $66,457,368
8 Feb-99 $15,937,911 $82,395,279
9 Mar-99 $15,524,160 $97,919,439
10 Apr-99 $18,148,239 $116,067,678
11 May-99 $16,373,688 $132,441,366
12 Jun-99 $15,693,636 $148,135,002
13 Jul-99 $14,961,719 $163,096,720
14 Aug-99 $14,406,941 $177,503,661
15 Sep-99 $15,363,773 $192,867,434
16 Oct-99 $8,593,691 $201,461,126
17 Nov-99 $5,773,662 $207,234,788
18 Dec-99 $3,566,437 $210,801,225
19 Jan-2000 $2,884,901 $213,686,126
20 Feb-2000 $3,772,480 $217,458,606
21 Mar-2000 $4,090,680 $221,549,286
22 Apr-2000 $1,435,048 $222,984,334
23 May-2000 $1,712,601 $224,696,935
24 Jun-2000 $722,895 $225,419,830
25 Jul-2000 $14,578,470 $239,998,300
26 Aug-2000 $239,998,300
27 Sep-2000 $239,998,300
--------- -------- ------------ ------------
-- 239,998,300
--------- -------- ------------ ------------
(1) - When date options are specified, the payment is due at the earliest event.
EXHIBIT G
FORM OF PROGRESS INVOICE
Progress Invoice No.: ________________________
Invoice Date: _________________________
This is to certify (i) the stated progress has been achieved, (ii) the quality
of all Work for which payment is requested is in accordance with the terms of
this Agreement, (iii) Contractor is entitled to payment of the amount invoiced,
(iv) title to all materials and equipment invoiced has passed or will pass in
accordance with the terms of this Agreement, (v) Contractor has paid in full or
will pay all of its direct Subcontractors in accordance with the terms of their
subcontracts for the proceeds of the amount invoiced and has received
certification from each of its Subcontractors that all of their respective
Subcontractors have been paid in full or will be paid in accordance with terms
of their subcontractors's for the proceeds of the amount invoiced, and (vi) upon
receipt of the amount invoiced, (a) the Facility will be free of Subcontractor's
liens for the Work invoiced (or all Subcontractor's liens have been secured or
removed in a manner satisfactory to Owner and Lender) and (b), the Contractor
waives its right to a lien for any Work furnished or performed through the date
of the invoice to the extent of such amount.
Authorized Representative
BVZ Power Partners-Batesville
BVZB-INV
BVZ POWER PARTNERS-BATESVILLE
P.O. Box 240130
527 Logood
Xxx Xxxxxxx, Xxxxx 00000-0000
VENDOR:_________________
INVOICE NO.:____________
DATE:___________________
INVOICED TO: [ ]
[ ]
PLEASE WIRE REMITTANCE PAYABLE TO: NATIONS BANK-TEXAS
BA: 000-000-000
FOR THE ACCOUNT OF
BVZ POWER PARTNERS-BATESVILLE
ACCOUNT NUMBER:
TERMS: NET 30 DAYS - CONTACT XXXX XXXXX @ 000-000-0000 WITH PAYMENT INFORMATION.
DESCRIPTION THIS PERIOD TO DATE
To invoice you for work performed in connection with
the Bateville Cogeneration Project during the month
of 1998. This progress invoice is in accordance with
Section 7.2 of the Contract.
Gross Amount Earned $0.00 $0.00
Less __________% Retainage $0.00 $0.00
Less Amount Previously Invoiced $0.00 $0.00
----- -----
NET AMOUNT DUE THIS INVOICE $0.00 $0.00
----- -----
EXHIBIT H
[Project Summary Schedule]
EXHIBIT I1
Scope of Services -- Plant
TABLE OF CONTENTS
I1.1.0 Plant Design Criteria
I1.1.1 Site Conditions
I1.1.2 Applicable Regulations, Codes and Standards
I1.1.2.1 U.S. Government Codes, Acts and Standards
I1.1.2.2 National Regulations, Codes and Standards
I1.1.2.3 State and Local Regulations, Codes and Standards
I1.2.0 Terminal Points
I1.2.1 Site Access
I1.2.2 Electrical Interconnection
I1.2.3 Storm Water
I1.2.4 Sanitary Wastes
I1.3.0 Major Equipment/Systems
I1.3.1 Combustion Turbine-Generators
I1.3.2 Heat Recovery Steam Generator
I1.3.3 Exhaust Stack
I1.3.4 Steam Turbine Generator
I1.3.5 Steam Condenser
I1.3.6 Deaeration System
I1.3.7 Feedwater Pumps
I1.3.8 Evaporative, Mechanical Draft Cooling Tower
I1.3.9 Control System
I1.3.10 Electrical System
I1.3.11 Piping
I1.3.12 Pumps
I1.3.13 Tube and Shell Heat Exchangers
I1.3.14 Compressed Air
I1.3.15 Thermal Insulation
I1.3.16 Fuel Handling System
I1.3.17 Infrastructure
1
The Contractor shall provide complete engineering, procurement, and
construction ("EPC") of a combined cycle power generating plant ("Project" or
"Facility") in accordance with the performance requirements, reliability,
economic criteria and environmental requirements designated herein as well as
comply with all applicable codes and standards.
I1.1.0 Plant Design Criteria
This technical specification provides general guidance only. However, if
there is a discrepancy between Exhibits I-1 and I-2, Exhibit I-1 shall take
precedence.
I1.1.1 Site Conditions
Refer to Attachment I-1 - Subsurface Investigation Data Report for more
information about site conditions.
Site Location - The site is located on a 60 acre parcel in the Batesville
Industrial Park. The site is located as identified in Exhibit J.
Access - An Illinois Central Gulf Railroad and Mississippi State Highway
35 are approximately 1,000 feet to northwest of the site. Xxxxxxxxxx
Xxxxxxx 00 is approximately 1,500 feet to the east of the site. The
Mississippi River is the closest navigable water way and is
accessible approximately 38 miles west of the site.
Elevation - The elevation of the site varies from 215 to 260 feet above
mean sea level.
Wind - The prevailing wind direction is 10 miles per hour from the South.
The design wind speed per UBC (the fastest-mile wind speed
associated with an annual probability of 0.02 measured at a point 33
ft above the ground for an area having exposure Category C) is 70
miles per hour.
Temperature - The following are the temperature conditions for the site.
Average annual: 61.8(degree)F dry bulb,
Average annual: 50.0(degree)F wet bulb,
Minimum design: 0(degree)F dry bulb,
Maximum design: 105.0(degree)F dry bulb,
Maximum design: 83.0(degree)F wet bulb
Precipitation - The design annual precipitation is 48 inches and the
maximum precipitation rate is 4.0 inches/24 hours.
Snow Load - The design snow load is 10 psf per UBC (50-year mean
recurrence interval).
Seismic Risk Zone - The seismic classification for the site is
seismic risk Zone 2A, Importance Factor = 1.0 (as defined by Uniform
Building Code).
Soil Condition - Refer to Attachment I-1 - Subsurface Investigation
Data Report for more details regarding soil conditions.
Water Table Depth - Refer to Attachment I-1 - Subsurface
Investigation Data Report more details regarding soil conditions.
2
I1.1.2 Applicable Regulations, Codes and Standards
The design of the Project and its components shall comply with all
applicable Federal, State and Local Regulations, Codes and Standards.
I1.1.2.1 U.S. Government Codes, Acts and Standards
As a minimum, the design of the Project shall comply with the U.S.
Government Codes, Acts and Standards issued by the following agencies:
Federal Energy Regulatory Commission,
Occupational Safety and Health Act,
Environmental Protection Agency,
Federal Aviation Administration
I1.1.2.2 National Regulations, Codes and Standards
As a minimum, the applicable portions of the design of the Project shall
comply with the following National Regulations, Codes and Standards:
American Boiler Manufacturers Association,
American Concrete Institute,
American Gear Manufacturers Association,
American Institute of Steel Construction,
American Iron and Steel Institute,
American Petroleum Institute,
American Society of Heating, Refrigeration and Air Conditioning
Engineers,
American Society of Nondestructive Test Engineers,
American Society of Testing and Materials,
American Society of Mechanical Engineers,
American National Standards Institute,
American Welding Society,
American Water Works Association,
Antifriction Bearing Manufacturers Association,
Cooling Tower Institute,
Expansion Joint Manufacturers Association,
Factory Mutual,
Heat Exchange Institute,
Hydraulics Institute,
institute of Electrical and Electronics Engineers,
Instrument Society of America,
Insulated Cable Engineers Association,
Insulated Power Cable Engineers Association,
Manufacturers Standardization Society,
Mississippi Code of Building Regulations,
National Electrical Manufacturers Association,
National Fire Protection Association,
Pipe Fabrication Institute,
Rubber Manufacturers Association,
Thermal Insulation Manufacturers Association,
Tubular Exchanger Manufacturers Association,
Underwriters Laboratories, Inc.,
Uniform Building Code of International Conference of Building Officials.
3
I1.1.2.3 State and Local Regulations, Codes and Standards
As a minimum, the design of the Project shall comply with all applicable
State and Local Regulations, Codes, Acts, Ordinances and Standards.
I1.2.0 Terminal Points
The following articles identify interfaces and terminal points for the
Contractor's scope of supply for utilities and facilities which extend beyond
Project scope. Terminal point locations and conditions are summarized in Table
2-1.
I1.2.1 Site Access
As described in Exhibit J, the Project site is bounded by a proposed
industrial park access road to the north and Xxxxxx Road to the south. Both
Xxxxxx Road and the industrial park access road provide access to MS Hwy. 35.
Site access will be provided from the industrial park road. All roads within the
site boundary, including the entrance road leading from the industrial park
access road, are to be constructed by the contractor.
I1.2.2 Electrical Interconnection
The Project will interconnect with both the TVA side and the Entergy side
of the Batesville Substation located southwest of the site along MS Hwy. 35. The
transmission lines interconnecting the Project to the Batesville substation will
run across the site near its southwest corner. The Contractor's scope of work
terminates at the high voltage terminals of the generation step-up transformers.
Timely completion of all necessary electrical interconnection facilities,
including any required transmission line upgrades, beyond the main step-up
transformer will be by others. Circuit breakers on the 161KV switchyard provided
by the Owner will be used to synchronize each generator to the system and
disconnect the generator from the system. Circuit breaker(s) shall also be
provided by the Owner for protection on the 161KV side of the auxiliary
transformers.
I1.2.3 Storm Water
Project storm water should be directed to the wet weather stream located
at the northeast corner of the site. The Contractor's scope shall include
appropriate storm water erosion and pollution prevention measures in accordance
with storm water discharge regulations.
I1.2.4 Sanitary Wastes
Sanitary wastes will be discharged to the City of Batesville's municipal
sewer system. The Project Site and Interface Drawing provided in Exhibit J
identifies the approximate location along the site boundary at which the sewer
interconnection will be made. The Contractor's scope of work shall include
piping required to connect the site with the sewer line at the site boundary.
4
Table 2-1
Terminal Point List
=======================================================================================
Terminal Point
Item Terminal Point Location Conditions Remarks
---------------------------------------------------------------------------------------
Civil
---------------------------------------------------------------------------------------
Site Access Two(2) site access road NIA
terminal points on north
site boundary at proposed
industrial park access
road, as shown on Drawing
32676-1STA-S1001D,
Rev. A.
---------------------------------------------------------------------------------------
Telephone Multi-purpose N/A Permanent telephone
building telephone equipment by LSP.
junction box
---------------------------------------------------------------------------------------
Sitework Perimeter of site as N/A
shown on Drawing
32676-1STA-S1001D,
Rev. A.
---------------------------------------------------------------------------------------
Sanitary Waste At south site 0-100 gpm Sewer connection
boundary as shown on gravity drain interface by LSP
Drawing
32676-1STA-S1001D,
Rev. A
---------------------------------------------------------------------------------------
Mechanical
---------------------------------------------------------------------------------------
Potable Water At south site 0-100 gpm @
boundary as shown on 50 psig
Drawing 32676-1 minimum
STA-S1001D, Rev. A.
---------------------------------------------------------------------------------------
Electrical
---------------------------------------------------------------------------------------
Outgoing Power Generator step-up N/A
transformers 161 kV,
HV bushings.
---------------------------------------------------------------------------------------
Startup and Auxiliary NIA
Auxiliary Power transformers 161 kV,
HV bushings.
---------------------------------------------------------------------------------------
Synchronizing Generator control 0-120 Volt
Signals from 161 panel terminal
kV Switchyard
OT's
---------------------------------------------------------------------------------------
Relaying Signals From current 0 - 5 Amp
transformers in Secondary
generator step up
transformers
=======================================================================================
5
I.3.0 Major Equipment/Systems
The Project will consist of all necessary equipment required to provide
continuous, reliable, economic and easy to maintain operation of the Project.
The following is a list of major equipment:
Combustion Turbine-Generators
Heat Recovery Steam Generators
Duct Burners
Exhaust Stacks
Steam Turbine Generator(s)
Steam Condenser(s)
Deaeration Systems
Feedwater Pumps
Evaporative, Mechanical Draft Cooling Tower
Control Systems
Electrical Systems
Piping
Pumps
Heat Exchangers
Compressed Air Systems
Thermal Insulation
Fuel Handling Systems
I1.3.1 Combustion Turbine-Generators
Each combustion turbine generators (CTG's) shall be designed for
continuous duty operation assuming pipeline quality natural gas as the primary
fuel. Dry low NOx ("DLN") combustors shall be utilized to lower the formation of
nitrogen oxide ("NOx") during the combustion process. Steam injection for power
augmentation will be provided. Combustion air conditioning shall consist of air
filtration and evaporative cooling. Pulse type self cleaning filters shall be
utilized. Each CTG shall be capable of starting-up by back-feed from the utility
grid. Black start capability is not required. The CTG may be an outdoor design,
but shall include a walk-in enclosure to allow for ease of operation and
maintenance.
Three (3) multiple shaft CTG, HRSG, and steam turbine generator (STG)
trains shall be provided. The CTGs and STGs shall each be coupled to electric
generator. The generator shall be a two-pole type, synchronous, 3,600 RPM, AC
type, 3-phase, 60 Hz rated at a power factor between 0.95 leading and 0.90
lagging.
I1.3.2 Heat Recovery Steam Generator
A heat recovery steam generator ("HRSG") shall be included for each CTG. A
reheat steam cycle system shall be used. Each HRSG shall be capable of being
supplementary fired with natural gas. Each duct burner shall be sized to meet
the guaranteed performance, and allow flexible operation of the Project at other
load, subject to HRSG load limitations, changes and transient conditions.
Each HRSG shall be equipped with a selective catalytic reduction ("SCR")
system to limit NOx emissions to 9 ppmvd at 15% O2 from the exhaust stack when
operating on natural gas fuel. The SCR catalyst systems shall be designed for a
minimum six (6) year design life and shall limit ammonia slip below 20 parts per
million ("ppm"). A CO catalyst spool piece, sized for up to 90% reduction shall
also be included.
The HRSG may use natural, assisted or forced circulation. If assisted or
forced circulation is used, the circulation pumps shall be sized for 2 x 50% of
maximum steaming capacity of the HRSG operating at maximum operating pressure.
If applicable, cascade boiler blowdown shall be utilized to
6
maintain boiler water quality as recommended by the American Boiler
Manufacturers Association. Each HRSG may be configured as a vertical or
horizontal design.
The Project shall have one 10,000 gallon capacity aqueous ammonia storage
tank, an ammonia unloading skid, two 100% capacity each vaporizers and a
transfer pump system having at least one spare pump. Each HRSG shall have a
dedicated ammonia injection skid. A containment berm shall be provided for the
storage tank and all pumping equipment.
I1.3.3 Exhaust Stack
Gas leaving each HRSG will be discharged to the atmosphere via an
uninsulated CORTEN steel stack. Each of the stacks shall be 125 feet tall. Stack
exhaust gas sampling shall be provided with a continuous emissions monitoring
system ("CEMS") on each stack including an OSHA approved ladder and platform.
CEMS shall monitor CO, NOx, and O2. FAA approved stack lights shall be provided,
if required.
I1.3.4 Steam Turbine Generator
The steam turbine(s) shall be of reheat design. The STG shall be designed
to comply with the Recommended Practices for the Prevention of Water Damage to
Steam Turbines Used for Power Generation, American Society of Mechanical
Engineers' Standard No. TDP -1 Part 1.
I1.3.5 Steam Condenser
A water cooled steam condenser shall be provided for each STG. The
condenser shall be a shell-and-tube type with cooling water flowing inside and
steam condensing outside the tubes, which shall be arranged in a dual or single
pass configuration. The condenser shall be capable of operating with full STG
steam by-pass receiving up to 100% of the HRSG(s) rated thermal capacity with
the duct burners off.
The condenser shall comply with recommended design methods of the Heat
Exchange Institute. Each condenser shall be provided with two 50% capacity
condensate pumps with one uninstalled equal size pump assembly, without can as a
spare for the project. Redundant steam ejection system is required. An option
will be provided for each pump to be sized to provide 100% of the condensate for
one HRSG full load without duct firing or power augmentation on a 95(degree)F
ambient day.
I1.3.6 Deaeration System
Deaerating condensers, a separate deaerator, or an integrated deaerator
with each HRSG shall be provided.
I1.3.7 Feedwater Pumps
Two 50% electrical motor driven feedwater pumps shall be provided for each
HRSG. One spare (not installed) equal size feedwater pump with drive shall be
provided for the Project. An option will be provided for each pump to be sized
to provide 100% of the feedwater for one HRSG full load without duct firing or
power augmentation on a 95(degree)F ambient day.
I1.3.8 Evaporative, Mechanical Draft Cooling Tower
One evaporative, mechanically induced draft, multi-cell cooling tower
shall be provided to service the cooling needs of the Project. Each cell shall
have a dual fan speed control system.
The cooling tower shall be constructed of treated redwood with
polypropylene fill, located on a concrete basin capable of storing a volume
equal to a five minute flow from the cooling tower. Three 50%
7
capacity each, vertical type, circulating water pumps shall be provided with the
cooling tower basin. The cooling tower shall be provided with efficient drift
eliminators.
I1.3.9 Control System
A fully distributed and integrated, redundant digital control system
("DCS") shall be provided to monitor, record, perform on-line testing, and
control the operation of the facility via a redundant data highway. The DCS
system shall have a 10% spare capacity for future expansion and for user
programming.
The Project control system will be designed to provide safe and reliable
operation of each component of the Project. Control and monitoring of all
Project equipment and processes shall be possible from the central control room
except for local control systems such as the demineralizer, compressors, and
duct burner safety systems.
I1.3.10 Electrical System
Project electrical system shall be safe, reliable, efficient and easy to
maintain. The Project shall be capable of providing all electrical power to the
utility grid via 161 kV 650 kV BIL interfaces. The same interfaces shall be used
to energize and start-up the Project equipment. The interfaces shall be provided
by multiple step-up transformers and two auxiliary transformers. Project
auxiliary loads shall be provided by redundant auxiliary transformers. The
Project shall have a DC emergency back-up for critical systems. Electric heat
tracing system shall be provided for whenever required. The Contractor scope of
work shall terminate at the high-voltage bushings of the generator step-up and
auxiliary step-up transformers.
All necessary SCADA required transducers and status contact signals shall
be furnished and wired to the utility-furnished SCADA RTU. Any communication
links or additional SCADA system equipment will be furnished by the Utility.
I1.3.11 Piping
Piping shall be designed to meet the appropriate Code requirements related
to all operating loads and shall be protected against freezing and excessive
heat loss. All piping shall be furnished with appropriate venting and draining
trim. Whenever accessible by operators, the piping shall be thermally insulated
to limit external skin temperature to 140(degree)F.
I1.3.12 Pumps
In general, multiple electrical motor driven pumps shall be provided for
each application. Pump protection shall be incorporated by recirculation or
speed control. A 1.15 service factor will be used for sizing the motor drives.
Except for circulating water pumps, a minimum of a 10% pressure margin for 100%
of the design flow rate shall be used to select each pump system. Freeze
protection measures, such as drainage provisions or freeze protection cable,
shall be incorporated in the design.
I1.3.13 Tube and Shell Heat Exchangers
Minimum 3/4 inch diameter tubes shall be used to allow for easy cleaning
of tube surfaces. Conservative fouling factors shall be used for the design.
I1.3.14 Compressed Air
Two 50% capacity air compressors shall be provided. A five minute
compressed air surge-storage tank shall be furnished. Instrument air shall be
dried and filtered to meet the dew point of -40(degree)F. As a back-up, CTG's
compressor air bleed may be used if available.
8
I1.3.15 Thermal Insulation
Thermal insulation shall be provided based on an economical evaluation
comparing the required capital cost for insulation to the value of lost heat
during the life of the facility.
Indoor cold water lines will be provided with anti-sweat insulation where
required.
I1.3.16 Fuel Handling System
The facility shall be designed to operate at 100% capacity on pipeline
quality natural gas. Natural gas will be delivered by a pipeline to the property
boundary. The natural gas shall be cleaned up by a gas scrubber, if required by
the CTGs, and preheated to the highest practicable temperature prior to firing
in the CTG's. The preheating shall use steam cycle, HRSG low grade heat or
combustion turbine heat rejection. The minimum natural gas supply pressure is
500 (based on a WEC required pressure of 400 psig) psig at the property
boundary.
I1.3.17 Infrastructure
As a minimum, the Project shall have one large, multi-purpose building
housing water treatment equipment, control room, control and electrical
equipment, warehouse (minimum 2,000 square feet), repair shops (minimum 2,000
square feet), and operators' building consisting of air conditioned and heated
offices, conference/training room, locker rooms, showers and sanitary
facilities, and having minimum 3,000 square feet. The STG shall be furnished
with an outdoor, walk-in enclosure designed to accommodate routine maintenance
and inspections. The STG enclosure will be removable for major maintenance and
inspections. All buildings shall be thermally insulated, ventilated and heated.
The CTs, STGs, Generators, HRSGs, exhaust stacks, cooling towers and
step-up transformers shall be located outdoors.
The facility shall have 12 foot wide, one-way traffic, hard surface
internal roads for equipment access. A gravel finish shall be provided.
A storm water drainage system design shall be incorporated into the
Industrial Park's storm water drainage system.
The site will be fenced, and the power block area inside the loop road
will be finished with 6 inches of crushed stone. The disturbed areas outside the
loop road will be seeded.
Two Project access gates shall be provided. One of the access gates shall
be equipped for remote activation from the control room, or utilize electronic
access cards from a reader located at the gate. A closed circuit TV camera and a
voice communication system shall be available at the gate.
9
Exhibit I2
Scope of Supply - Plant
I2.1 Overall Plant Description
The plant consists of three multiple shaft thermal island trains each consisting
of a nominal 175 MV combustion turbine; heat recovery steam generator; reheat,
condensing, nominal 95 MW steam turbine. As shown on the site plan, Drawing
32676-1STA-S1001D, the plant will be located in the center part of the plot of
land indicated in the RFP as available for the plant site. The location of the
power island is shown near the center part of the plot to limit noise at the
site boundary, and to avoid the hilly area at the southern end of the site.
Each combustion turbine generator will be designed for continuous duty operation
with natural gas fuel. Dry low NOx combustors will be utilized to lower the
formation of nitrous oxide during the combustion process. Combustion air
conditioning will consist of air filtration and evaporative cooling. Pulse type
self cleaning filters will be utilized. Each CTG will be capable of starting up
by backfeed from the utility grid. An on-line and off-line compressor water wash
system will be provided.
The HRSGs will be three-pressure units with reheat and will include HP, IP, and
LP economizer sections. Each HRSG will be capable of being supplementary fired
with natural gas. A cascading blowdown system will be utilized along with drum
chemical feed to control boiler water chemistry.
The steam turbines will be reheat units with axial exhaust. The main steam and
reheat steam design temperatures will be 1050/1000 F. The steam turbines will be
housed in weatherproof enclosures.
The exhaust of each steam turbine will be directed to its own water-cooled
condenser. Circulating water from each condenser is routed to a common
forced-draft cooling tower. The cooling tower is located west from the power
block to orient the tower in the direction of the prevailing wind and to
minimize the length of the circulating water piping.
North of the steam turbine is a single-story general-purpose building which will
house the control room and control equipment, electrical equipment, water
treatment equipment, warehouse, maintenance facilities, and administration area.
The plant switchyard (provide by others) is located at the south end of the
site, to interface with the off-site substation. Natural gas, sanitary waste,
wastewater, process water, and potable water interfaces are at the south and
west site boundaries as shown on Drawing 32676-1STA-S1001D.
Access to the site is provided from the north, in conjunction with the plans for
the proposed road north of the site to be the primary access to the industrial
park in the future. The loop arrangement allows for easy access throughout the
site. Additional area within the plot will be utilized for construction
trailers, construction parking, and material storage, laydown, and staging.
I2.2 Mechanical Systems
I2.2.1 Steam System
The steam system conveys the steam from each HRSG to its associated steam
turbine. It consists of high-pressure (HP) steam, intermediate-pressure (IP),
low-pressure (LP) steam, and reheat steam.
HP steam is piped from each HRSG HP superheater outlet to the steam turbine.
Each line is equipped with flow, pressure, and temperature measuring devices
along with safety valves and automatic drains.
1
Each steam turbine is provided with a HP steam turbine and reheat bypass line to
the condenser, with pressure reducing and steam desuperheating for startup. The
HP bypass, as well as the LP bypass, will be sized to be capable of extended
period non duct-fired operation of the HRSG.
IP steam from each HRSG is combined with the cold reheat steam which is reheated
and sent to the steam turbine. The IP and reheat steam lines contain similar
valving, instrumentation, and controls as outlined for the HP steam line.
LP steam from each HRSG is piped to the steam turbine. The LP steam then
exhausts from the turbine into the main condenser where it condenses. The LP
steam lines also contain similar valving, instrumentation, and controls as the
HP steam lines. Each steam turbine is provided with an LP steam turbine bypass
line to the condenser, with pressure reducing for startup.
I2.2.2 Condensate System
The condensate system includes a deaerating condenser for each steam turbine.
Condensate is delivered from the condenser hot well to the low-pressure
economizer inlet. Two (2) 50 percent capacity condensate pumps take suction from
each condenser hot well and discharge to the LP economizer inlet. One
uninstalled spare pump rotating element will be provided for the project.
Condensate is also used for the following purposes:
o Gland condenser cooling.
o Turbine exhaust hood spray.
o Steam desuperheating.
o Closed cycle cooling water makeup.
o Cycle chemical feed dilution water.
The required minimum flow through the condensate pump and gland seal condenser
is automatically provided using a flow measuring device, with transmitter, which
automatically modulates a flow control valve to recirculate condensate back to
the hot well when required.
Condenser hot well level is automatically controlled by a split-range level
transmitter in conjunction with two (2) control valves. The control signal is
programmed to dump excess condensate to the condensate storage tank to prevent
high level, and to deliver makeup condensate to the condenser hot well to
prevent low level. Sparging steam will be provided during low load and high
makeup operation, as required.
I2.2.3 Condenser Air Removal System
The condenser air removal system creates and maintains vacuum in the shell side
of each main condenser by removing air and noncondensable gases. The system
consists of a twin element, two-stage steam jet air ejector and one (1) steam
hogging ejector. Noncondensable gases flow from the main condenser to the steam
jet air ejector skid during normal operation. The steam hogging ejector will be
used during startup.
I2.2.4 Feedwater System
The feedwater system delivers feedwater from the LP steam drum to the IP and HP
steam drums through their economizers. The system also supplies desuperheating
water to the HP steam attemperator and the hot reheat steam attemperator. There
are two (2) boiler feed pumps for each HRSG. One uninstalled spare pump will be
provided for the project. The pumps are horizontal, multi-stage type with
monitored automatic recirculation control to the LP drum.
2
I2.2.5 Cooling Water Systems
I2.2.5.1 Circulating Cooling Water. Condenser cooling water is provided by three
(3) 50 percent wet pit circulating water pumps located in the cooling tower
basin. Removable stainless steel screens are provided at the circulating water
pump structure to remove debris from the water before entering the circulating
water pumps. The circulating water pumps discharge cooling water through
distribution piping to each condenser inlet water box. The circulating water
flows through the condenser and discharges through a common header to the
mechanical draft, counterflow cooling tower. The circulating water flows through
distribution piping to the individual cells of the cooling tower. Isolation
valves are provided in the distribution piping to allow individual cells to be
taken out of service.
The cooling water tower will be designed for the manufacturers standard drift
and will have a 2(degree)F allowance for recirculation.
The circulating water pump discharge valves will be motor operated and their
operation will be automated at startup and shutdown to mitigate the effects of
water hammer.
I2.2.5.3 Auxiliary Cooling Water. The auxiliary cooling water for equipment
cooling is provided by two 100% capacity pumps located in the cooling tower
basin. These pumps circulate cooling tower water to the following plant
equipment.
o Lube oil coolers.
o Hydraulic power units.
o Boiler feed pump coolers.
o Air compressors and aftercoolers. (if required)
o Sample coolers.
o Generator coolers.
o CT backup air coolers (if required).
After leaving the equipment coolers, the water is piped into the circulating
water return header. Throttling valves are provided on the outlet of each
component to balance system flows and pressures.
I2.2.6 Condensate Makeup Water. The condensate makeup system automatically
maintains the proper amount of water in the condenser hot well.
Normal condensate makeup to the condenser is provided via a vacuum drag system
from the condensate storage tank through the makeup control valve at each
condenser. Two (2) 100 percent condensate transfer pumps handle surge conditions
and startup makeup water requirements.
I2.2.7 Blowdown. One blowdown tank with associated piping and valves is provided
for each HRSG. Each blowdown tank will receive blowdown and water/steam drains
from the corresponding HRSG.
Three (3) types of blowdown-startup, intermittent, and continuous-will be
discharged to the blowdown tanks. A startup blowdown connection is located on
the HP and IP steam drums. This is used to assist in controlling water level in
the drums during startup. An intermittent blowdown connection is located on the
HP, IP, and LP evaporator lower headers. This blowdown is used to reduce the
solids which collect in the bottom drum. It is operated intermittently, usually
shortly after the HRSG is shut down and still pressurized.
The continuous blowdown connection is located just below the low water level in
the HP and IP steam drums. This blowdown is used during normal operation, in
conjunction with the chemical feed system, to control the steam drum water
chemistry.
3
During blowdown operation, water is blown down into the blowdown tank. The
blowdown is normally a water/steam flashing mixture when it enters the blowdown
tank. Here, the steam is vented off through the top of the tank while the
discharge water flows out the side near the bottom and is sent to a sump which
collects blowdown drains only. In addition to the blowdown, the tank receives
water/steam drains from the HP, IP, and LP economizers and superheaters,
reheater, and the HP, IP, and LP drum gauge glasses and water columns. Blowdown
water is pumped from the sump to the cooling tower basin via the circulating
water return line by two (2) 100 percent blowdown transfer pumps.
Blowdown valves used for unit start-up will be motor-operated.
I2.2.8 (Not Used)
I2.2.9 Fuel Systems
I2.2.9.1 Gas. The fuel gas system treats and delivers the required quantities of
gas to the combustion turbines and duct burners at the proper conditions. The
Owner will supply gas to the site as defined in Exhibit I-5 and such that a gas
heater or other equipment is not required to be furnished by Contractor. A
scrubber is supplied for each combustion turbine to remove small amounts of both
particulate matter and liquids thereby providing a gas which meets CTG
manufacturers' requirements, based on gas as defined in Exhibit I-5 being
delivered to the site. The gas scrubber comes complete with a liquid level
control system to automatically maintain a safe level of accumulated liquid in
the scrubber. A scrubber drains tank receives mixed drains from the scrubber and
safely separates and vents fuel gas from the waste drain stream.
A separate orifice or other type meter is provided to measure and record fuel
gas consumption to the combustion turbines and duct burners.
I2.2.9.2 Fuel Oil (Not used)
I2.2.10 Drains Systems
I2.2.10.1 Steam Cycle Drains. Various high-pressure drains including those from
the stop valve and the steam supply to the steam seal regulator are taken to the
condenser hot well.
I2.2.10.2 Site Drains. The site drains system directs site wastewater to the
Tallahatchie River. The site wastewater system is composed of the following
effluents:
o Neutralized effluent from the neutralization tank.
o Non-oily plant drains.
o Separated non-oily effluent from the oil/water separator in the oily
drains system.
o Cooling tower blowdown.
Indoor areas and equipment with the potential for oil in the waste stream have
drains that are routed through an oil/water separator either by gravity flow or
pumping, if required. In the oil/water separator, the oil is separated out and
held for disposal, while the water is sent to the wastewater system. The oil is
disposed of off-site through the services of an Owner-furnished disposal
contractor.
Areas outside the buildings with the potential for oil in the water stream, such
as oil-filled transformers, have containment dikes or basins. Water from these
areas is routed through an oil/water separator by either gravity flow or
pumping, if required. The effluent is sent to the wastewater system and any oil
is held in the oil/water separator for off-site disposal by an Owner-furnished
disposal contractor. The oil/water separators are not designed to contain major
oil spills.
4
I2.2.11 Compressed Air System
The compressed air systems provides air for instrument air and service air uses.
Instrument air is required for the various air-operated valves and instruments
in the power plant. Service air will be distributed throughout the plant for
general maintenance usage.
A five minute compressed air surge storage tank will be provided.
Two (2) x 50 percent capacity rotary screw air compressors will be provided to
supply compressed instrument and service air for the plant. Instrument air will
pass through two (2) x 100 percent capacity coalescing filters; one (1) x 100
percent capacity self regenerative dual tower desiccant type instrument air
dryers with purge saver, dew point monitoring, and after filters, before it is
used. The dryers and coalescing filters shall produce oil free instrument air
with a dew point of (-) 40(degree)F.
As a backup, CTG compressor air bleed, if used, will be cooled as required and
piped into the service air system piping upstream of the air receiver, to be
filtered and dried to the same conditions described above.
The service air hose connections will be of the quick disconnect type where the
air is ON when a hose is connected and OFF when the hose is disconnected.
I2.2.12 Compressed Gas Systems
I2.2.12.1 Hydrogen. If required for generator cooling, a hydrogen storage system
is provided to maintain the hydrogen pressure in the generators. The hydrogen
system consists of standard pressurized hydrogen storage cylinders connected to
a generator manifold supplied generator.
I2.2.12.2 Carbon Dioxide. If hydrogen is used for generator cooling, a carbon
dioxide system is provided to purge the hydrogen from the generators. The carbon
dioxide system consists of standard pressurized carbon dioxide storage cylinders
connected to a manifold supplied with each generator.
Carbon dioxide for combustion turbine fire protection if used, is provided in a
separate low-pressure storage tank with each combustion turbine unit.
I2.2.13 Space Conditioning
The multipurpose building will be provided with heating, ventilating and air
conditioning, as required, for personnel comfort and equipment protection.
I2.2.13.1 Space Conditioning Design Temperatures
The ASHRAE design temperatures represent the recommended values for moderate
risk equipment sizing and energy efficiency. The 2.5 percent summer dry-bulb
temperature represents values that have been equaled or exceeded by 2.5 percent
of the total hours during the months of June through September in the northern
hemisphere. The coincident wet-bulb temperature listed is the mean of all
wet-bulb temperatures occurring at the specified dry-bulb temperature. The
ASHRAE temperatures indicated are for the nearest city tabulated by ASHRAE,
adjusted for the specific site elevation. The 97.5 percent temperature
represents values that have been equaled or exceeded by 97.5 percent of the
total hours during the months of December through February in the northern
hemisphere.
5
Space conditioning system design will be based on the following design
temperatures:
ASHRAE, 2.5/97.5 Percent Extreme
------------------------ -------
Summer
------
Xxx-Xxxx 00 X 00 X
Xxx-Xxxx 76 F 77 F
Winter
------
Dry-Bulb 18 F 13 F
I2.2.13.2 Space Conditioning Design
Space conditioning consisting of heating, ventilating, and air conditioning
(HVAC) will be provided to ensure design basis environmental conditions for
equipment and personnel.
HVAC systems will be designed to maintain the indoor conditions listed in Table
I2-1
Table I2-1 indicated the level of redundancy for HVAC equipment in the indicated
areas. Multiplicity means that more than one partial capacity ventilation device
will be used. Some ventilation capacity will be provided with single component
failure. When redundancy is indicated, only the major active components are
provided with backup equipment. Static components such as ductwork would not be
duplicated.
When indicated in Table I2-1, the air conditioning systems will be designed in
accordance with ASHRAE Standard 62, Ventilation for Acceptable Indoor Air
Quality.
Tabulated filtration levels are indicated as low, medium, or high. These levels
are according to the following filtration efficiencies as defined by ASHRAE
Standard 52, Method of Testing Air-Cleaning Devices Used in General Ventilation
for Removing Particulate Matter:
Efficiency
Level Percent
----- -------
High 80-90
Medium 20-30
Low Less than 20
The noise criteria listed in Table I2-1 represents the noise contributions from
HVAC equipment only. Noise criteria is indicated as NC levels, decibels, or as
background. Noise criteria (NC) values are indicated in the ASHRAE Handbook
series for acoustical design criteria. Decibels are sound pressure levels,
A-weighted, to a reference of 0.0002 microbar (0.00002 Pa), at 5 feet from the
equipment as measured in a free field with single reflecting plane. Background
indicated that the HVAC equipment will be designed such that the contribution
will be 2 dB or less than the overall room noise at 6 feet above the floor with
normal plant equipment if operation.
Mechanical equipment rooms containing refrigerants will be designed in
accordance with the requirements of ASHRAE Standard 15, Safety Code for
Mechanical Refrigeration.
Minimum design ventilation rates in Table I2-1 are based on gross building
volumes at sea level. The volume of equipment inside the buildings is not
deducted from the total volume when calculation air change rates.
6
Maximum design temperatures represent the average building temperature. Cooler
temperatures will occur near the ventilation inlets and higher temperatures will
occur at relief and exhaust points.
7
TABLE I2-1. HVAC DESIGN CRITERIA
==========================================================================================================
Building/Area Ambient Air Indoor Control Methodology Humidity Minimum Design
------------- Tempurature Temperature ------------------- Control Ventilation
----------- Maximum ------- Rate AC/h
Minimum ---------
--------------- Summer Winter
F F ------ ------
----------------------------------------------------------------------------------------------------------
AIR-CONDITIONED
AREAS
----------------------------------------------------------------------------------------------------------
Control Rooms
and control
equipment rooms;
for instruments ASHRAE
and electronics Extreme 75 75 Automatic Automatic 30-65 STD-62
----------------------------------------------------------------------------------------------------------
Offices;
personnel
comfort and ASHRAE
efficiency ASHRAE 78 72 Automatic Automatic 30-65 STD-62
----------------------------------------------------------------------------------------------------------
Locker Rooms and ASHRAE
Restrooms ASHRAE 78 72 Automatic Automatic 65 MAX STD-62
----------------------------------------------------------------------------------------------------------
1 or as
required for
hydrogen
Battery Rooms Extreme 80 60 Automatic Automatic None dilution
----------------------------------------------------------------------------------------------------------
Ambient
temp
Shops ASHRAE plus 10 55 Manual Automatic None 15
----------------------------------------------------------------------------------------------------------
ELECTRICAL EQUIPMENT
----------------------------------------------------------------------------------------------------------
Ambient
Enclosed SUS temp
equipment areas Extreme plus 10 55 Manual Automatic None 30
----------------------------------------------------------------------------------------------------------
Miscellaneous Ambient
electrical temp
equipment Extreme plus 10 55 Manual Automatic None 20
----------------------------------------------------------------------------------------------------------
MECHANICAL EQUIPMENT
----------------------------------------------------------------------------------------------------------
Ambient
Pumps, large temp
horsepower Extreme plus 10 55 Manual Automatic None 30
----------------------------------------------------------------------------------------------------------
Ambient
temp
Miscellaneous Extreme plus 10 55 Manual Automatic None 10
----------------------------------------------------------------------------------------------------------
Ambient
Chemical temp
treatment ASHRAE plus 10 60 Manual Automatic None 10
==========================================================================================================
================================================================================
Building/Area Filtration Pressurization Redundancy Noise Criteria
------------- Efficiency ------------------------- --------------
----------
--------------------------------------------------------------------------------
AIR-CONDITIONED
AREAS
--------------------------------------------------------------------------------
Control Rooms
and control
equipment rooms;
for instruments ASHRAE
and electronics STD-62 Positive 2 x 100% NC 40
--------------------------------------------------------------------------------
Offices;
personnel
comfort and ASHRAE
efficiency STD-62 Positive None NC 40
--------------------------------------------------------------------------------
Locker Rooms and ASHRAE
Restrooms STD-62 Negative None NC 40
--------------------------------------------------------------------------------
Battery Rooms None Negative None 85 dBA
--------------------------------------------------------------------------------
Shops None None None 85 dBA
--------------------------------------------------------------------------------
ELECTRICAL EQUIPMENT
--------------------------------------------------------------------------------
Enclosed SUS
equipment areas None None Multiplicity 85 dBA
--------------------------------------------------------------------------------
Miscellaneous
electrical
equipment None None Multiplicity 85 dBA
--------------------------------------------------------------------------------
MECHANICAL EQUIPMENT
--------------------------------------------------------------------------------
Xxxxx, xxxxx
xxxxxxxxxx Xxxx Xxxx Xxxx 00 dBA
--------------------------------------------------------------------------------
Miscellaneous None None None 85 dBA
--------------------------------------------------------------------------------
Chemical
treatment None None None 85 dBA
================================================================================
8
I2.2.14 Freeze Protection
Piping which will be subject to freezing while the plant is in operation will be
protected with electric heat tracing. Piping and equipment subject to freezing
only when the unit is down for maintenance will be provided with drain valves.
All water lines 2" and smaller exposed to freezing temperatures will be heat
traced. Water lines 4" and smaller which will be dead legs during normal
operation will also be heat traced.
I2.2.15 Mechanical/Fluid Equipment
I2.2.15.1 Steam Bypass Stations
Three (3) per steam Steam turbine bypass stations are provided for use
turbine during startup and shutdown. One is provided for
the HP steam system, one for the hot reheat steam
system, and one for the LP steam system. Included
are pressure reducing valves, desuperheater spray
control valves, and all required instrumentation.
I2.2.15.2 Deaerating Condenser
Three (3) Single shell, dual-pass water box, shell and tube,
deaerating condenser designed in accordance with
HEI standards, and designed to operate with
circulating water. Sparging steam equipment will
be provided as required for low load operation.
Tube Material: Stainless steel or
I2.2.15.3 Condensate Pumps
Two (2) per condenser Condensate pumps (two per condenser with one
uninstalled spare pump rotating element for the
project) are provided to pump condensate from the
condenser to the HRSG. Each pump is sized to
handle the requirements of 59(degree)F operation
without power augmentation or steam injection. The
pumps are electric motor-driven centrifugal,
multi-stage can type pumps.
Material: Ductile Iron Bowls, SS/ductile iron
Impellers, Carbon Steel Cans and Discharge Head
I2.2.15.4 Condenser Air Removal Equipment
One (1) per condenser 100 percent capacity skid-mounted twin element,
two-stage steam jet air ejector, and one (1) steam
hogging ejector complete with all accessories,
instrumentation, and controls are provided.
Holding Capacity: Per HEI or as required for plant
startup.
Hogging Capacity: Designated to reduce the
condenser pressure from atmospheric to 10 inches
HgA in 15 minutes.
9
I2.2.15.5 Feedwater Pumps
Two(2) per HRSG Two equal sized feedwater pumps are provided (Two
per HRSG with; one spare uninstalled pump and
drive motor assembly for the project). Each pump
will be sized to handle the requirements of
59(degree)F operation without power augmentation
or steam injection.
Each pump is a multi-stage, horizontal,
centrifugal type with split-case or segmental ring
design. The pumps are provided with a forced
lubrication system if required by the
manufacturer.
Material: Chrome Casing and Impellers
I2.2.15.6 Circulating Water Pumps
Three (3) 50 percent capacity circulating water pumps are
provided to supply cooling water to the condenser
inlet water box. The pumps are vertical wet pit,
mixed flow, centrifugal type.
Material: CI/CS Casing and Bronze Impeller
I2.2.15.7 Auxiliary Cooling Water Pumps
Two (2) 100 percent capacity auxiliary cooling water pumps
are provided to supply cooling tower water to the
plant equipment coolers. The pumps are vertical
type.
Material: CI/CS Casing and Bronze Impeller
I2.2.15.8 Condensate Transfer Pump
Two (2) 100 percent capacity condensate transfer pumps are
provided. The pump is a horizontal, centrifugal
type.
Material: SS Casing and Impeller
I2.2.15.9 (Not Used)
I2.2.15.10 (Not Used)
I2.2.15.11 HRSG Blowdown Tank
One (1) per HRSG Vertical, cylindrical pressure vessels are
provided. The tanks are shop fabricated and tested
in accordance with ASME Section VIII.
Material: Carbon Steel w/SS Liner Plate
I2.2.15.12 Fuel Gas Scrubber and Drains Tank
One (1) per Combustion Fuel gas scrubbers for removing moisture and
Turbine particulate combustion turbine from the incoming
fuel gas lines to the gas turbines are
provided. The scrubbers are vertical, cylindrical
pressure vessels, shop fabricated in accordance
with ASME Section VIII with associated instruments
and controls.
Material: Carbon Steel
10
I2.2.15.13 (Not used)
I2.2.15.14 (Not Used)
I2.2.15.15 (Not Used)
I2.2.15.16 Air Compressor
Two (2) 50 percent capacity air compressors are provided.
The compressors are rotary screw type, complete
with intake filter, intercoolers, aftercoolers,
air receiver, motor drive, and accessories. The
air receiver is free-standing.
Air Receiver
Material: Carbon Steel
I2.2.15.17 Instrument Air Dryer
One (1) Dual column desiccant air dryer package complete
with integral control valves and regenerator
controls is provided. The air dryer is
skid-mounted.
Type: Dual Column Desiccant
Inlet Pressure: 125 psi
Outlet Air Dew Point: -40(degree)F
-40(degree)F
I2.3 Electrical/Control
I2.3.1 Electrical/Control Systems
Power Delivery
Power is generated at 18kV 60 Hz, by the gas turbine generators and 13.8kV, 60
Hz, by the steam turbine generators. Each generator is bus- connected to a
dedicated generator step-up transformer. Each generator step-up transformer will
be connected by the Owner to the 161 kV switchyard furnished by others.
Generator Synchronization
Synchronization to the 161kV utility grid will be supplied and furnished by
others. Each generator will require a separate 161kV circuit breaker to be
provided by others. Signals to close and open the circuit breaker will be
furnished by the Contractor.
Medium Voltage System
Two Unit Auxiliary Transformers will be provided per the RFP. Each transformer
will transform power from 161kV to the medium voltage of 4.16kV A 161kV
connection to each transformer with protective devices will be provided by
others.
The medium voltage auxiliary switchgear will feed power to the plant medium
voltage motors and to the primary winding of the low voltage station auxiliary
transformer(s). The Unit Auxiliary Transformers are sized to carry the entire
plant auxiliary load.
Low Voltage System
The low voltage system for the power plant will be obtained from the plant
medium voltage system transformer(s). The transformer(s) will feed two
double-ended line-ups of 480 volt switchgear. Each low voltage transformer is
sized to carry the entire load of the lineup.
11
Direct Current Power Systems
There is one 125 V dc station battery, two battery chargers, and dc power
distribution system included in the power plant to power the plant auxiliary dc
loads, gas turbine loads, steam turbine loads, control loads via the inverter,
and the plant electrical relay protection for a period of 2 hours.
Motor Control Centers and Distribution Panelboards
The Motor Control Center (MCC) will contain full voltage, combination starters
for the three-phase, 460 volts auxiliary motors. Each MCC will also contain
molded-case breakers for those non-motor loads not requiring remote control
functions. Local panelboards will provide circuits for lighting, receptacles,
and other small loads.
Electrical Motors
Large motors [over 250 HP (200kW)] in the station are connected to medium
voltage motor control center, using vacuum break contactors and multi-function
solid-state motor protection modules. Motors 200 hp (150 kW) and below are
connected to the 480 V motor control centers. Outdoor motors rated 30 hp and
larger are provided with space heaters.
Lighting Systems
Outdoor lighting is high-pressure sodium vapor type and provides illumination in
areas of normal personnel traffic, such as:
o Building exteriors.
o Equipment areas.
o Walkways and stairs.
o Roadways.
Indoor lighting is high-pressure sodium vapor type in high-bay building areas
and fluorescent type in all other areas. Emergency lighting of the wall-mounted
battery pack type will provide adequate level of illumination for all building
egress routes. The minimum outdoor lighting level for any place in the facility
will generally be 0.5 footcandles. Elevated walkways, including HRSG platforms
will be illuminated to a higher level, typically 2.0 - 5.0 footcandles, as
recommended by ANSI/IES RP-7.
Grounding
The grounding system consists of bare copper cables and ground rods and their
extension/connection to structures, electrical equipment, raceways, etc., to
provide safe touch and step potentials in accordance with IEEE requirements. The
power plant grounding system will be connected to the switchyard grounding
system in at least two (2) places per unit.
Uninterruptible Power Supply System
The uninterruptible power supply system provides standby ac control power from
the station battery to the plant DCS control system, critical instrumentation,
plant communications, and the fire protective signaling system. The UPS consists
of a regulated ac supply, an inverter, an automatic static transfer switch, and
a manual bypass switch.
Lightning Protection
Power plant facilities will be protected by a lightning protection system
designed in accordance with the recommendations of NFPA-78.
Station Communication System
A multi-channel party-page communication system is included for the combined
cycle facility. The system includes indoor and outdoor handset/loudspeaker
stations, in various critical operating areas of the power plant to allow
communication with the central control room as well as between various work
stations.
[PAGE 19 MISSING]
other components within the system.
12
Redundant and secure power supplies will be provided for all control components
in the system. Peripheral devices such as printers and copiers will be powered
from vital power source in the plant. The system will be designed to execute the
alarm functions without using any rotating (disk) memories.
System outputs controlling redundant or parallel process equipment will be
assigned to minimize the impact of an output card failure. In cases of a failure
of a single system input transducer or of an input module serving only that
transducer, a predicted DCS system control response to the failure will be
allowable. All such failures, however, will be alarmed.
The DCS will include spare capacity and equipment, and provisions for future
expansions. Spare equipment will include 10 percent active I/O points.
The DCS will be equipped with a diagnostic package that includes both hardware
and software to detect system malfunction and equipment failure. The occurrence
of any malfunction or equipment failure will be alarmed instantly. The
diagnostic package will be capable of pinpointing the defective component down
to the card level.
RTU Interface
The DCS will be configured to accept signals from the utility's remote AGC to
control the megawatt output of each unit. Space will be provided in the control
room for the RTU provided by others. The RTU signal will provide a megawatt
target for the plant. The starting and stopping of individual units and plant
equipment will be by the operators or the DCIS.
I2.3.2 Electrical/Control Equipment
Gas Turbine Generator Step-up Transformers
Three (3) Outdoor, three-phase, oil-filled, gas turbine
generator step-up transformers are provided which
are rated and equipped as follows:
Rated MVA: The GSU transformer MVA rating will be provided to
deliver 100% of the gas turbine generator output,
based on ambient temperature and a maximum
transformer maximum temperature rise of
65(degree)C. The MVA rating will be based on the
generator operating with a power factor of .9
lagging to .95 leading. The transformer will be
provided with copper windings.
Cooling Class: OA/FA/FA or OA/FOA/FOA
Voltage Ratio: (Generator Voltage) -161 kV
Vector Group: Wye-Delta
High Voltage Two (2) 2.5% above and
Winding Taps (off- Two (2) 2.5% below rated voltage
load):
Impedance: 10.0% on OA MVA base (nominal)
Average Winding 65(degree)C maximum above average ambient
Temperature Rise: temperature of 30(degree)C with a maximum ambient
temperature of 40(degree)C
High Voltage 650 kV
Winding BIL:
13
Low Voltage Winding 150 kV
BIL:
High Voltage CTs: Two (2) per Bushing
High Voltage One (1)
Neutral Bushing CT:
Accessories:
o Tank cover-mounted low voltage bushings with provisions for
connection to isolated phase bus duct to the gas turbine generator.
o Nitrogen blanketing system or sealed bladder system, if a nitrogen
blanketing system is utilized an annunciator will be provided for
low gas pressure.
o The high voltage winding will be connected to 161 kV overhead
transmission lines through tank cover-mounted oil bushings.
o Fault pressure relay, Device 63PT.
o Oil temperature gauge with alarm contacts.
o Liquid level gauge with alarm contacts.
o Pressure relief device with alarm contacts.
o Pressure/vacuum gauge.
o Top filter-press connection.
o Lower filter-press connection and drain valve.
o Stainless steel nameplate.
o Grounding pads.
o Lifting pads.
Steam Turbine Generator Step-up Transformers
Three (3) Outdoor, three-phase, oil-filled, steam turbine
generator step-up transformers are provided which
are rated and equipped as follows:
Rated MVA: The GSU transformer MVA rating will be provided to
deliver 100% of the steam turbine generator
output, based on ambient temperature and a maximum
temperature rise of 65(degree)C. The MVA rating
will be based on the generator operating with a
power factor of .9 lagging to .95 leading. The
transformer will be provided with copper windings.
Cooling Class: OA/FA/FA or OA/FOA/FOA
Voltage Ratio: (Generator Voltage) -161 kV
Vector Group: Wye-Delta
High Voltage Two (2) 2.5% above and
Winding Taps Two (2) 2.5% below rated voltage
(off-load):
Impedance: 10.0% on OA MVA base (nominal)
Average Winding 65(degree)C maximum above average ambient
Temperature Rise: temperature of 30(degree)C with a maximum ambient
temperature of 40(degree)C
High Voltage 650 kV
Winding BIL:
14
Low Voltage Winding 150 kV
BIL:
High Voltage CTs: Two (2) per Bushing
High Voltage One (1)
Neutral Bushing CT:
Accessories:
o Tank cover-mounted low voltage bushings with provisions for
connection to isolated phase bus duct to the gas turbine generator.
o Nitrogen blanketing system or sealed bladder system, if a nitrogen
blanketing system is utilized an annunciator will be provided for
low gas pressure.
o The high voltage winding will be connected to 161 kV overhead
transmission lines through tank cover-mounted oil bushings.
o Fault pressure relay, Device 63PT.
o Oil temperature gauge with alarm contacts.
o Liquid level gauge with alarm contacts.
o Pressure relief device with alarm contacts.
o Pressure/vacuum gauge. Top filter-press connection.
o Lower filter-press connection and drain valve.
o Stainless steel nameplate.
o Grounding pads.
o Lifting pads.
Gas Turbine Generator Isolated Phase Bus Duct
One (1) Lot Isolated phase bus duct for the connection of the
output of each generator to the generator step-up
transformer is provided. The bus is rated and
equipped as follows:
Bus:
Operating Voltage: Generator Voltage
Conductor Material: Aluminum
Enclosure:
Type: Minimum Flux, Weatherproof, Welded
Material: Aluminum
Enclosure Temperature 40(degree)C Above a Maximum Ambient Temperature of
Rise: 40(degree)C
Accessories:
o Galvanized steel support structures for the entire bus assembly.
o Generator transition assembly including flexible copper connectors.
o Step-up transformer transition assembly including flexible copper
connectors.
o Breathers and drainage points.
15
Steam Turbine Generator Isolated Phase Bus Duct
One (1) Lot Isolated phase bus duct for the connection of the
output of each generator to the generator step-up
transformer is provided. The bus is rated and
equipped as follows:
Bus:
Operating Voltage: Generator Voltage
Enclosure:
Type: Minimum Flux, Weatherproof, Welded
Material: Aluminum
Enclosure Temperature
Rise: 40(degree)C Above a Maximum Ambient Temperature
of 40(degree)C
Accessories:
o Galvanized steel support structures for the entire bus assembly.
o Generator transition assembly including flexible copper connectors.
o Step-up transformer transition assembly including flexible copper
connectors.
o Breathers and drainage points.
Unit Auxiliary Transformers
Two (2) Outdoor, oil-filled, step-down transformers with
copper windings are provided. The auxiliary
transformers provide startup, standby, and normal
running auxiliary power to the combined cycle
power plant. Each transformer is sized to provide
the auxiliary power requirements of the facility,
and is rated and equipped as follows:
Unit Auxiliary Transformer
No. of Phases: Three (3)
Frequency: 60 Hz
Rated MVA: 15/20 MVA @ 55(degree)C temperature rise
Cooling Class: OA/FA
Voltage Ratio: 161 kV-4.16 kV
Vector Group: Delta-Wye
Low Voltage Winding Two (2) 2.5% above and
Taps (off-load): Two (2) 2.5% below rated volts
Impedance: 6.0% on 15 MVA base (nominal)
Average Winding 65(degree)C maximum above average ambient
Temperature Rise: temperature of 30(degree)C with a maximum ambient
temperature of 40(degree)C
16
High Voltage Winding
BIL: 650 kV
Low Voltage Winding
BIL: 75 kV
High Voltage Bushing
CTs: Three (3) per phase
Low Voltage Neutral
Bushing CT: One (1)
Accessories:
o Tank cover-mounted high voltage bushings with provisions for
connection to overhead lines.
o Nitrogen blanketing system or sealed bladder system, if a nitrogen
blanketing system is utilized, an annunciator will be provided for
low gas pressure.
o One (1) air-filled junction box for the connection of 5 kV power
cable on the low voltage side of the transformer.
o Fault pressure relay, Device 63 PT.
o Thermal relay, Device 49.
o Oil temperature gauge with alarm contacts.
o Liquid level gauge with alarm contacts.
o Pressure relief device with alarm contacts.
o Pressure/vacuum gauge. Top filter-press connection.
o Lower filter press connection and drain valve.
o Stainless steel nameplate.
o Grounding pads.
o Lifting lugs.
o Handhole.
4.16 kV Neutral Grounding Resistor
One (1) per Outdoor, stainless steel, neutral grounding
transformer resistor, to ground the 4.16 kV neutral of each
Unit Auxiliary transformer is provided. The
resistor is rated and equipped as follows:
Rated Voltage: 2400 V, line-to-neutral
Rated Voltage: 1000 A for 10 seconds
Resistance: 2.4 ohms (nominal)
Accessories:
o Grounded safety screen enclosure.
o Standoff insulator and entrance bushing with all necessary hardware
and terminating material.
4.16 kV Station Auxiliary Switchgear
One (1) Double-ended line-up of indoor, metal-clad, vacuum
switchgear to supply various medium voltage loads
throughout the power plant is provided. The
switchgear is rated and equipped as follows:
Main Bus - One (1) lot. Three-phase, three-wire,
copper bus rated 4.16 kV 3,000 amperes, 60 Hz,
braced for 350 MVA short-circuit duty.
17
Main Circuit Breaker - Two (2), main incoming
circuit breaker, rated 4.16 M 3,000 A continuous,
350 MVA interrupting duty and provided with the
following accessories:
- Three (3) window type current transformers
rated 3,000 A, bus side.
- Six (6) window type current transformers
rated 3,000 A, line side.
- Three (3) inverse time overcurrent relays,
Device 51.
- One (1) residually-connected neutral
overcurrent relay, Device 51 N.
- One (1) transformer neutral overcurrent
relay, Device 51 TN.
- One (1) circuit breaker control switch with
red and green open/close indication.
- Three (3) transformer differential relays,
Device 87 AT.
- One (1) transformer differential lockout
relay, Device 86 AT.
- One (1) fused drawout potential transformer
rated 4200-120 V, connected line-to-line,
open delta, on the incoming line.
- One (1) undervoltage relay, Device 27, with
timer, Device 62.
- One (1) multi-meter.
Induction Motor Controllers - Quantity as
required, rated 4.16 kV, 1200 A continuous, 350
MVA interrupting duty and provided with the
following accessories:
- Three (3) window type phase current
transformers.
- One (1) window type ground sensor current
transformer.
- One (1) control power transformer, ratio
4160/120 V.
- One (1) multi-function solid-state motor
protective device.
- One (1) single-phase ammeter with phase
selector switch.
- One (1) local trip switch.
- Provisions for remote control.
Transformer Feeders - Four (4), rated 4.16 kV,
1250 A continuous, 350 MVA interrupting duty and
provided with the following accessories:
- Three (3) window type phase current
transformers.
- One (1) window type ground sensor current
transformer.
- One (1) control power transformer, ratio
4160/120 V.
- Three (3) instantaneous and inverse time
overcurrent relays, Device 50/51.
- One (1) instantaneous ground sensor relay,
Device 50 G.
- One (1) single-phase ammeter with phase
selector switch.
- Provisions for remote control.
DC Control Power - Control Power is supplied at
125 V dc for breaker controls.
480 V Station Switchgear
Two (2) Indoor, double-ended line-up of low voltage
circuit breaker is provided with bus-tie breakers
to service low voltage auxiliary loads associated
with the power plant. Each unit substation is
rated and equipped as follows:
Incoming Section
Each 480 V switchgear is directly connected
through a main
18
circuit breaker to the secondary of each 4160/480
V switchgear transformer.
Transformer Section
Four (4) indoor, air-cooled cast coil or dry-type
power transformers, throat-connected to the
incoming section of the low voltage switchgear,
rated and equipped as follows:
Rated kVA: (as required by 480 V load) kVA
No. of Phases Three (3)
Frequency: 60 Hz
Cooling Class: AA/FA
Voltage Ratio: 4.16 kV-480 V
Vector Group: Delta-Wye
High Voltage Winding
Taps (off-load): +5.0%, +2.5%, 0%, -2.5%, -5.0%
Impedance: 5.75% (nominal)
Winding Temperature
Rise: 150(degree)F
Hot Spot Temperature 65(degree)C above maximum ambient temperature of
Rise: 40(degree)C.
High Voltage Winding
BIL: 30 kV
Low Voltage Winding
BIL: 10 kV
Accessories:
o High voltage air terminal chamber for the termination of the
incoming 5 kV cable
o Flanged, throat connections to the low voltage switchgear
compartment.
o Heaters and thermostat.
o Cooling fans.
o Stainless steel diagrammatic nameplate
o Grounding pads.
o Lifting lugs.
o Handhole
Low Voltage Switchgear Section
Two (2) double-ended line-ups of indoor, low voltage power switchgear, to
service various loads which are associated with the operation of the power
plant are provided. The switchgear is rated and equipped as follows:
Main Bus - Two (2) lot copper main bus rated 3200 A continuous 480
V, 3-phase, 4-wire, 60 Hz, braced for 65,000 A RMS symmetrical
short-circuit duty.
Main Circuit Breakers - Four (4) low voltage, drawout, power circuit
breakers, 3200 A, electrically-operated, with solid-state trip
device, including long time, short time, and ground fault
protection.
00
Xxxxxx Xxxxxxx Breakers - Twelve (12) low voltage, drawout, power
circuit breakers, 800 A, manually-operated, all with solid-state
trip device, including long time, short time, and ground fault
protection.
Accessories:
Compartment strip heaters, rated 240 V ac, single-phase, operating o at 120 V
ac, single-phase.
o Test set for circuit breaker solid-state trip devices.
o Four (4) 480 V - 120 V bus potential transformers, connected
open-delta.
o Four (4) single-phase bus voltmeter with phase selector
switch.
o Four (4) bus undervoltage detection relay.
o Four (4) single-phase indicating ammeter with phase selector
switch.
Motor Control Centers
One (1) lot of Motor Control Centers (MCC) housed in indoor enclosures are
provided. These MCCs provide control of the various motor loads 250 hp and below
for the operation of the plant and cooling tower equipment.
The MCC main buses are rated 480 V, 3-phase, 4-wire, 60 Hz and 800 A,
continuous.
Motor starters are a combination magnetic, full voltage, non-reversing and
reversing, and are provided with molded-case circuit breakers for branch circuit
overcurrent protection. Thermal overload protection is provided by thermal
overload heater/relays. Each starter is equipped with indicting lamps and a
"hand/off/auto" control selector switch. Starters intended only for manual
control are provided with start/stop push buttons in lieu of the selector
switch.
Feeder circuit breakers are installed in the MCCs as needed to supply loads not
requiring the use of a motor starter.
125 V DC Station Battery
One (1) lead-acid stationary storage battery, to provide dc power to the plant
control and protection systems, is provided. The battery is rated and equipped
as follows:
Voltage: 125 V dc
No. of Cells: 60
Standard Battery Accessories are provided including a Steel Rack.
125 V DC Distribution Board
One (1) 125 V dc distribution board is provided and equipped with a main
incoming, fused disconnect switch, a two-wire bus system sized for the full
current capability of the battery, and various two-pole feed circuit breakers.
Station Battery Chargers
Two (2) full capacity battery chargers are provided to supply non-grounded dc
power to the dc loads under normal operating conditions. Each battery charger
operates on 480 V, three-phase, ac power. The battery charger float charges the
unit battery while simultaneously supplying power to the dc loads. The battery
operates ungrounded. A ground detection scheme is provided to detect ground on
either polarity of the 125 V dc battery system for annunciation.
Under abnormal or emergency conditions, the battery system will supply dc power
to the dc loads and the Uninterruptible Power Supply System. Recharging of the
discharged battery will occur whenever 480 V, ac power becomes available.
20
The 125 V dc battery system is sized to provide full-load power for safe plant
shutdown after loss of ac power.
Uninterruptible Power Supply System
One (1) solid-state, uninterruptible power supply (UPS) system for the supply of
critical ac power to various components of the plant control system is provided.
The UPS system will consist of the following:
o One static inverter, rated for a 120 V, single-phase, 60 Hz output.
o One (1) static transfer switch, offering instantaneous transfer of
the critical load from the inverter to a standby supply.
o One (1) manual bypass switch for maintenance of the system.
o One (1) isolation transformer for the standby supply.
o One (1) UPS distribution panel.
Cathodic Protection System
One (1) lot cathodic protection equipment for the combined cycle plant is
provided in accordance with applicable XXXX International Standards. The system
shall consist of the following:
o Sacrificial anode protection of the steam turbine condenser water
box.
o Based on soil resistivity testing, a protection system of
sacrificial or impressed current types for buried piping or
structures.
Low Voltage AC Panelboards
One (1) lot distribution panelboards for the supply of various low voltage loads
throughout the combined cycle power plant is provided. Panelboards are
wall-mounted and include incoming main circuit breakers. Feeder circuits are fed
from a combination of one, two, and three-pole molded-case circuit breakers.
Electrical Cable
One (1) lot copper conductor power cable 600 V and 5 kV is provided for the
distribution of power throughout the power plant. Cable is single conductor with
flame retardant EPR insulation. Shielding is provided on 5 2 kV cable only.
Copper conductor control cable, 600 V, single and multi-conductor type, for the
interconnection of the electrical equipment, pressure switches, flow switches,
and protective devices for control of the power plant equipment. Cable is
multi-conductor, with flame retardant EPR insulation. Instrument and
thermocouple cable are twisted, shielded pairs. The minimum conductor size will
be 16 AWG, except for special (non-power) prefabricated cables. Electrical cable
connectors will utilize non-aluminum materials.
Electrical Conduit and Tray
One (1) lot Raceway System is provided to provide support and protection for
electrical power and control circuits between various pieces of equipment,
devices, and cabinets. A general description of the various components within
the Raceway System is included below:
o Cable Tray - The cable tray provides support to electrical cable
which is routed throughout the plant either directly to equipment or
to areas of concentrated electrical loads. Galvanized steel or
aluminum open rung cable tray is used. Tray covers are used in
outdoor installations and top tray below walkways. Medium voltage
cable tray will be limited to 30 percent cable fill, 600V power
cable tray will be limited to 40 percent cable fill, and
control/instrument cable tray will be limited to 50 percent cable
fill.
o Conduits - Conduits are used to extend circuits from cable trays,
cable trenches, manholes, wireways to equipment or cabinets, and for
circuits between equipment and cabinets. Rigid galvanized steel
(RGS) above ground or PVC below ground conduit is used for all
circuits except lighting.
o Duct Bank - Underground duct banks are used to route cables to
remote areas where overhead tray or conduit cannot be used.
Ductbanks will have a minimum of 10 percent spare tubes at the
completion on the project.
o Wireways - Wireways provide an advantageous wiring transition
between power panels or other groupings of equipment. Wireways are
oil tight, metallic wiring enclosures with hinged covers.
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o Junction Boxes - Junction boxes (terminal boxes) and pull boxes
provide access to the conduit system, serve as a transition from one
type of raceway to another, and serve as circuit and raceway
collection points.
o Components of the Raceway System separate different types of cables
to avoid electromagnetic interference as required by equipment
manufacturers.
Station Grounding Material
One (1) Lot Station grounding material is provided consisting of the following:
o Bare Copper Cable - Copper ground cable of adequate size for station
ground grid and connection of electrical and other
equipment/structures to the grounding grid. Nominal size: 4/0
(minimum) AWG copper.
o Ground Rods - Copper-clad steel ground rods will be installed in the
ground grid to establish a low resistance station grounding system.
o Connectors - Above-grade connections to equipment will utilize
compression-type connectors and bolted terminals.
All below-grade connections between grounding conductors or between ground
conductors and ground rods or between grounding conductors and structural steel
are made using an exothermal welding process which fuses the two members
together.
A ground grid system consisting of bare stranded copper conductors connected to
copper-clad ground rods is installed to provide a low resistance path to ground
for fault currents, lightning strikes, and other electrical current surges. The
ground grid is buried beneath and around all major plant buildings and
structures. The grid will be arranged in a rectangular pattern with spacing
between conductors determined by safe step potentials. The number, location, and
depth of the ground rods is determined by the soil resistivity and subsurface
structural properties of the plant site.
Remote smaller structures have a ground loop with ground rods buried around the
building perimeter. Two bare ground conductors are buried along the entire
length of all below grade duct banks if any duct banks are required. These
ground conductors help reduce the overall grid resistance and are used to
connect the remote grids to the main plant grid. All on-site areas are connected
to the plant ground grid with a minimum of two connections. The ground grid will
be buried around the outside of the plant area and connected to the overall
ground grid. The site fencing will be appropriately grounded.
Bare copper ground "stingers" are exothermally welded to the grid and extended
through the building floor slabs to electrically connect the ground grid to
building steel, support steel, large motors, electrical switchgear, motor
control centers, and other selected equipment. Sensitive electronic cabinets are
grounded in accordance with the manufacturer's instructions. This generally
requires a separate insulated ground conductor between the cabinet isolated
ground bus and the ground grid.
A copper grounding conductor is installed the entire length of the cable tray,
racks, and wireways. Ground conductor for cable trays is bolted to each tray
section. The conductor is connected at various locations to the ground grid or
ground loop.
Lightning Protection
One (1) Lot Lightning protection system for building structures, transformers,
associated equipment, and tanks is provided in accordance with the requirements
of the Lightning Protection Code, NFPA No. 78.
Distributed Control System
The Distributed Control System shall include the following equipment.
Distributed I/O cabinets containing the system input/output equipment and
wiring terminations for process sensing and control equipment interface.
These I/O cabinets will be located throughout the plant in areas of high
concentration of field equipment that interfaces with the DCS. All I/O
22
cabinets shall be powered from the plant DC Power Supply System or the
uninterruptible Power Supply System.
Distributed processing unit cabinets containing the redundant processing
units, data highway communications equipment, and power supplies.
Communication interfaces between the DCS and proprietary control systems
furnished with major equipment packages.
Redundant data highway to provide communication between the various
components of the DCS. The redundant data highway cables will be routed
through separate raceway systems to provide proper isolation.
Operator control stations, each comprised of color CRTs, a keyboard, and a
cursor control (trackball or mouse), to provide the normal interface
between the operator and the plant processes and equipment being
controlled or monitored. Alarm functions will also be displayed on these
CRT units.
Printers to provide the operator with a hard copy record of logs, reports,
system events, and CRT displays. One printer is dedicated to
sequence-of-events logs.
Engineer/Programmer's work station containing the CRT based operator
station to provide the interface between the plant engineer and the plant
processes and equipment for control system tuning, system program
modification, and CRT graphic display development. A printer will also be
located on the console to provide the engineer logs and special reports,
and documentation system programming changes.
Facilities for historical storage and retrieval (HSR) with the capacity
for trending input points will be provided. Both analog values and digital
status information will be stored. Each data point will have an
individually selectable collection frequency. Summary reports will be
stored in the HSR for future retrieval.
Emergency backup hard-wired control switches, lights, and meters for
critical functions, including generator field breaker control and key
turbine generator trip functions.
I2.3.3 Protective Relaying and Metering
The following general requirements apply to all protective relaying
applications:
o The protective relay system will be designed to remove or alarm abnormal
operating occurrences occurring on equipment designed for electrical power
generation, voltage transformation, energy conversion, and transmission
and distribution of electrical power.
o All protective relaying applications will limit damage to faulted
equipment.
o All protective relaying applications will minimize possibility of fire or
explosion.
o All protective relaying applications will minimize hazard to personnel.
o The protective relaying system will be a coordinated application of either
individual relays, multifunction relays, or a combination of individual
and multifunction relays. All protective relays will be selected to
coordinate with protective devices supplied by manufacturers of major
equipment and the thermal limits of electrical conductors and electrical
equipment, such as transformers and motors.
o Secondary current produced by current transformers will be in the 5 ampere
range, and voltage signals produced by voltage transformers will be in the
120 volt range.
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I2.3.3.1 Generator Protective Relays
Protective relay packages will be provided to minimize the effects from the
following faults and malfunctions. Minimum level of protection and list of
expected relay devices are noted below:
o Generator phase faults.
o Generator stator ground faults.
o Stator open circuits and unbalanced currents.
o Loss of excitation.
o Backup protection for external system faults.
o Reverse power.
o Generator potential transformer circuit monitoring.
o Underfrequency/overfrequency.
o Inadvertent energization of the generator from the primary power
system.
Equipment furnished with the generators static excitation equipment will provide
the following additional protection:
o Underexcitation.
o Overexcitation.
o Generator field ground faults.
o Excessive volts per hertz.
Additionalgenerator protective monitoring equipment will be provided to protect
against the following:
o High-bearing temperatures.
o Overspeed conditions.
o Excessive vibrations.
o Generator overheating.
The generator protective relay packages are discussed in the following
paragraphs. The functions may be part of a solid-state multifunction relay
module or may be discrete relays. Primary relaying is fully duplicated per the
RFP:
o Generator Differential Relay (Device 87G). A generator differential
relay will provide primary generator protection against three-phase
and phase-to-phase faults within the generator. This relay will not
detect ground faults within its zone of protection. Device 87-G1
relay will trip the generator lockout relay to remove all sources of
fault current to the generator.
o Generator Ground Relays (Device 59G). Device 59-N will be a low
voltage pickup, overvoltage relay which will sense voltage across
the generator neutral grounding transformer secondary resistor when
a ground fault occurs in the generator, nonsegregated phase bus
duct, generator transformer low voltage windings, or the surge
protection and potential transformer equipment.
o Negative Sequence Relay (Device 46). The negative sequence relay
provides protection against unbalanced phase currents which result
from unbalanced loading, unbalanced faults, a turn-to-turn winding
fault, and an open circuit. Negative sequence currents exceeding the
generator allowable limits result in overheating of the generator
rotor.
o Loss-of-Field Relay (Device 40). The loss-of-field relay complete
with timer will provide protection against thermal damage caused by
underexcitation and loss-of-field. This relay provides backup
protection for excitation system protective devices furnished with
the generator. This relay will be connected to current transformers
which are independent of the excitation system and will trip the
generator lockout relay.
o Reverse Power Relays (Device 32). Reverse power relay (Device 32)
will provide protection of the turbine generator by detection of
reverse power flow and motoring of the generator. Device 32 will
initiate the tripping of generator breaker and excitation.
o Voltage Balance Relays (Device 60). Voltage balance relay (Device
60) will monitor potential transformer circuits to the generator
voltage regulator and protective relays. Upon loss of relaying
potential, Device 60 will disable the loss-of-field relay (Device
40) to avoid false tripping of the unit. Upon loss of potential to
the voltage regulator, Relay 60 will transfer the voltage regulator
from the automatic to manual mode of operation. An alarm will be
actuated upon loss of either potential.
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o Underfrequency Relays (Device 81). Underfrequency relays (Device 81)
will provide protection of the turbine generator by detection of
underfrequency conditions. Each relay will initiate tripping of the
generator breaker at a set frequency.
o Overvoltage and Undervoltage Protection (Devices 27 and 59). The
voltage regulator and static excitation system include interlocks
and protective circuits to prevent operating the generator beyond
its design limits. An undervoltage relay (Device 27) and an
overvoltage relay (Device 59) will alarm if the voltage regulator
fails to maintain voltage within design limits.
o Field Ground Fault Protection (Device 64F). Grounds on the generator
field will be alarmed by Device 64F.
o Generator Voltage Relay (Device 51V). This relay will provide
protection against external system faults. This relay will trip the
generator breaker after a time delay.
Generator lockout relays will be used to receive signal inputs from protective
relays and to provide the contacts needed to initiate protective action. All
lockout relays will have a manual reset feature which will require an operator
to manually reset the lockout relay prior to returning the affected equipment to
service.
I2.3.3.2 Power Transformer Relays
Generator Transformer. The generator transformer is protected against the
effects of the following conditions:
o Phase faults.
o Ground faults.
o Sudden pressure.
o High winding temperature.
This protection will be provided by the following relays which are discussed in
the following paragraphs.
Device 87 T is a differential relay that provides transformer primary protection
by detection of three-phase and phase-to-phase faults in the generator
transformer low voltage delta-connected windings, and three-phase,
phase-to-phase, and phase-to-ground faults in the generator transformer high
voltage wye-connected windings. Per the RFP, a redundant 87T is furnished to
fully duplicate the primary relay protection. This device will trip a lockout
relay for a fault in its zone of protection which includes the generator
transformer and phase bus duct.
Device 51-TN will provide sensitive backup protection for ground faults in the
external system. This relay will actuate a generator lockout relay.
A rapid increase in pressure within the transformer tank associated with an
internal fault will be detected by a sudden-pressure relay, Device 63T. An
unsafe winding temperature will be detected by a thermal relay, Device 49.
Devices 63T and 49 actuate the generator lockout relay through an auxiliary
tripping scheme designed to prevent false trips. These relays will be furnished
with the transformer.
Loss of cooling and resulting high oil temperature will be alarmed.
Auxiliary Transformer. The auxiliary transformer is protected against the
effects of the following conditions:
o Phase faults.
o Ground faults.
o Overloads.
This protection will be provided by the following relays which are discussed in
the following paragraphs.
Device 87 provides primary protection for the high voltage and low voltage
windings of the auxiliary transformers and for the cable connecting each low
voltage winding to each incoming main breaker in the
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plant metal-clad switchgear lineups. These relays offer protection against
phase-to-phase and three-phase faults. Device 87 is relatively insensitive to
ground faults on the secondary side of the transformer should the fault current
magnitudes be less than the maximum available ground fault current.
One time overcurrent relay (Device 51G) is connected to the bushing current
transformer on the neutral of each low voltage winding of the main auxiliary
transformer. Each relay provides primary overload protection to its neutral
winding's resistor for ground faults on the switchgear buses or on feeders
emanating from the switchgear lineups. Each relay also provides backup
protection for ground faults in the transformer low voltage winding, in the
cable, on the switchgear buses, or on feeders emanating from the switchgear
lineups.
Lockout relays will be used to receive signal inputs from protective relays and
to provide the contacts needed to initiate protective action. The lockout relays
will have a manual reset feature which will require an operator to manually
reset the lockout relay prior to returning the affected equipment to service.
I2.3.3.3 Metal-Clad Switchgear Relays
The protective relays used in the 4,160 volt metal-clad switchgear lineup are
discussed in the following paragraphs.
Incoming Breaker. The incoming transformer breaker will be provided with time
overcurrent relays (Device 51) and a time overcurrent ground detection relay
(Device 51 N). Device 51 would detect and trip the respective switchgear breaker
for sustained overloads and short-circuit currents on the switchgear bus. These
relays provide backup protection for faults on feeders emanating from the
switchgear lineups. Device 51N is residually connected to switchgear current
transformers (CXFs) and provides primary protection for ground faults on the
switchgear bus and backup protection for ground faults in feeders emanating from
the switchgear lineup. The medium voltage switchgear bus will be provided with
an undervoltage relay (Device 27) which will, when bus voltage drops to a preset
level, trip load feeder circuit breakers.
Secondary Unit Substation (SUS) and Motor Feeders. The secondary unit substation
transformer and each single-speed induction motor will be protected by a
solid-state motor protection relay (MPR). The solid-state MPR will provide
primary motor, SUS feeder, and cable protection. It will provide as a minimum
the following functions: three-phase time overcurrent (51), three-phase
instantaneous overcurrent (50), zero sequence ground overcurrent (50G), and
phase imbalance (46).
I2.3.3.4 480 Volt Secondary Unit Substation Relaying
Overload and fault protection for loads connected to the 480 volt secondary unit
substations (SUS) will be provided by Solid-State Trip Devices (SSTD) which are
an integral part of the drawout type air circuit breakers.
Breakers supplying motors or other devices which do not require coordination
with downstream trip devices will have adjustable long-time and instantaneous
elements for phase protection.
Main breaker and breakers supplying motor control centers (MCCs) or other loads
which contain trip devices will have adjustable longtime and short-time SSTD
elements for phase protection. The pickup point and time settings will be
adjustable to allow for proper coordination with all downstream trip devices.
The 480 volt system is high resistance neutral grounded. A ground fault will be
detected and alarmed.
I2.3.3.5 480 Volt Motor Control Center Protection.
Each magnetic starter within an MCC which supplies power to a motor will be
equipped with a magnetic-only molded-case circuit breaker and a bimetallic
thermal overload element in the starter to protect motors against over-load.
Manual reset of the overload is required.
I2.4 Civil-Structural Systems
26
I2.4.1 Site Subsurface Investigation
Subsurface investigation of the site, has been conducted using a program of
field investigation, laboratory testing, and engineering analysis which defines
the critical geotechnical characteristics of the site and the parameters used in
the design and proportioning of the foundation systems. Based on the Subsurface
Investigation Data Report included in Attachment I-1, auger cast piling for
heavily loaded foundations such as the combustion turbine, steam turbine, HRSG,
and step-up transformer is included.
I2.4.2 Site Topography Survey
A site survey will be performed from benchmarks provided by the Owner to
identify existing contours, features, and facilities as they exist prior to
startup of the work, and to establish baselines for locating and controlling the
work. Underground utilities, if any, are also identified.
I2.4.3 Clearing and Grubbing
Clearing, collecting, and moving off-site any standing vegetation or organic
debris that is present on the undeveloped site, within the area designated for
earthwork, is included. Materials not suitable for reclamation, salvage, or for
any engineered purpose are disposed of in accordance with local environmental
requirements.
I2.4.4 Foundation Excavation
Existing soils are removed to expose the grade at which reinforced concrete mat
foundations are placed. Bearing grades are to be kept dry. Excavation closure is
accomplished using selected, graded materials installed to the required
compaction, moisture, and density. Most soil-supported foundations and slabs on
grade require foundation excavations less than 3 feet deep. A few foundations
require excavations up to 13 feet.
I2.4.5 Backfill
Backfill is performed for foundations, piping, cable trenches, and other
underground structures and utilities. Excavated material is used for backfill
with any excess hauled to a disposal location within 1 mile of the site.
I2.4.6 Surface Drainage System
A surface drainage and culvert system is provided for the site to direct surface
runoff, not at risk of contamination from potential spills of fuel, oils, and
coolants, away from equipment and structures by appropriate grading and sloping.
Unlined xxxxxx and ditches collect, combine, and discharge the run-off flow
naturally to the wet weather stream crossing the northeast corner of the site.
I2.4.7 Sanitary System
A sanitary system, with packaged lift station, sized to service the plant, is
provided and tied into the municipal sewer system at the site boundary.
I2.4.8 Roads
Aggregate surfaced roads are provided as shown on the Plot Plan. Roads are 12
feet wide. The roads consist of 8-inch compacted gravel base over a compacted
existing sub-base.
I2.4.9 Fencing/Gates
Fencing, with gates, is provided around the perimeter of the project site. In
addition, fencing is included around the switchyard to separate the switchyard
from the balance of plant. Posts and struts are galvanized steel at maximum
spacing of 10 feet. The height of the galvanized chain link fabric is 7 feet
topped with three strands of galvanized barbed wire. One of the plant entrance
gates will be a motor operated cantilever slide gate. This gate will be
monitored from the control room, a closed circuit television camera, and by
voice communications. The gate will be operated remotely from the control room
and locally by electronic access cards.
I2.4.10 Concrete
Structural concrete and reinforcing steel are provided for all foundation
components including footings,
27
grade beams, walls, and all above-grade reinforced concrete structures such as
firewalls, elevated slabs, and concrete pavement. Also included are concrete
work for tank vaults and encased conduits at all bearing grades. Above ground
piping not on a structural steel pipe rack is placed on concrete sleepers as
required by final design.
I2.4.11 Embedments
Steel fixtures and anchor bolts are accurately set to required elevation,
projection, and line for the purpose of aligning, guiding, setting, and securing
equipment onto or with respect to finished concrete foundations. Included are
bolts, anchor blocks, jacking posts, and xxxxx which shall be firmly tied and
secured in position to required level and tolerance such that concrete placement
will not disturb their position.
I2.4.12 Structural Steel
Structural steel for building frames, platforms, stair towers, embedments, and
other general structural applications are fabricated in accordance with
recognized standards with material having a yield strength of at least 36,000
psi. Steel is galvanized or receives grit blast surface preparation before shop
application of the fabricator's standard prime paint system. Welding materials,
procedures, workmanship, and inspection are held to the designated codes, as are
erection procedures and tolerances. Field connections are high strength
structural bolts installed in accordance with AISC standards.
I2.4.13 Multi-Purpose Building
The multi-purpose building houses the water treatment equipment, control room,
electrical equipment, warehouse, shop, offices, kitchen/lunch room,
conference/training room, and locker rooms with showers and sanitary facilities.
The steam turbine is housed in a separate outdoor enclosure provided by the
steam turbine manufacturer.
The structure is approximately 100 foot by 160 foot pre-engineered metal
building with an 18-foot eave height. The wall panel is 26 gauge thick,
preformed galvanized steel with 4 inches of fiberglass insulation. The inside is
finished with 26 gauge thick steel liner panels. The roof is 24 gauge thick,
preformed, galvanized steel, standing steam metal panels with 6 inches of
fiberglass insulation.
Interior partitions are of drywall construction. The drywall is finished
painted. Shower walls are covered with glazed ceramic tiles.
The floors within the building are generally trowel finished concrete. The
floors in the control room, locker rooms, offices, kitchen/lunch room, and
conference room are covered with vinyl floor tile. Showers floors are covered
with ceramic mosaic tile.
The ceilings within the building are generally open. The ceilings in the control
room, locker rooms, offices, kitchen/lunch room, and conference room have
suspended acoustical panels.
The control room, locker rooms, offices, kitchen/lunch room, and conference room
will be air conditioned.
I2.4.14 Pipe Rack
Power block piping and electrical cable is routed and supported on a structural
steel pipe rack located as shown on the site arrangement.
I2.4.15 Crushed Stone Surfacing
The power block area enclosed by the new road is finished with crushed stone.
Crushed stone surfacing is 6 inches thick and bladed dense.
I2.4.16 Landscaping
Areas disturbed during construction outside of the crushed stone limits are
forked and aerated to a depth of 6 inches prior to being overspread with a 4
inch thickness of prepared topsoil. Turf cover is then installed.
28
I2.4.17 Storm Water Erosion and Pollution Prevention
Storm water will be routed via ditches and culverts to natural drainage and the
wet water stream located northeast of the site. Before construction begins, a
silt fence will be installed around the north and east site boundaries to trap
suspended sediment before it exits the site. The silt fence will consist of a
filter fabric buried 6 inches below grade and extending 2 feet above grade.
Initial construction will remove all significant vegetation. Topsoil will be
removed and stockpiled for finished grading and site restoration. Drainage ways
will be constructed concurrently with initial clearing activities. Diversion
ditches and storm water inlets will be equipped with straw bale dikes to aid in
minimizing the amount of sediments flowing to the silt fence at the site
boundary.
In general, all erosion and sediment control measures will be checked weekly and
after each significant rainfall event. Required repairs will be made
immediately. Sediment deposits at barriers will be removed when the deposit
depth reaches approximately one-half the height of the barrier.
The permanent erosion and sediment control system will be installed as early as
possible during construction and will remain in service throughout the life of
the plant. The primary components of this system include established vegetation,
aggregate surfacing, and paving.
I2.5 Chemical Systems
I2.5.1 (Not Used)
I2.5.2 Chemical Injection System
The Chemical Injection System consists of cycle chemical feed equipment and
circulating water chemical feed equipment.
The cycle chemical feed equipment supplies water conditioning chemicals to each
condensate system and the HRSGs. The cycle chemical feed system consists of
chemical solution tanks, solution mixers, pumps, piping, instrumentation, and
controls.
Phosphate is fed to the HP and IP boiler drums to maintain desired boiler water
pH, inhibit corrosion, and to react with any hardness present for subsequent
removal in the blowdown process. The phosphate feed equipment for each HRSG
consists of one (1) solution tank with one (1) mixer and three (3) metering
pumps with manual stroke positioners. A dilute solution of sodium phosphate is
manually prepared in the phosphate solution tank. One (1) pump each is utilized
for the HP and IP and LP steam drums with a common spare. The injection rate of
each pump is manually adjustable. The phosphate converts the calcium and
magnesium salts to their respective phosphate compounds which are removed by the
HP and IP steam drum blowdowns.
The oxygen scavenger injection and the amine injection feed equipment for each
block consists of one (1) solution tank and two (2) 100 percent metering pumps
with automatic stroke positioners. Each dilute solution is manually prepared in
the solution tanks. One (1) pump from each system feeds to the condensate pump
discharge with the other pump acting as a spare. The oxygen scavenger minimizes
corrosion by reducing the dissolved oxygen levels in the condensate system.
Control of oxygen scavenger feed is in proportion to condensate flow. The amine
maintains a high pH level. Control of the amine feed is in proportion to the
specific conductance of the condensate after chemical feed.
Hydrazine solution will be used as the oxygen scavenger and ammonia solution
will be used as the amine during startup, performance testing, and during
drinking water or steam quality testing.
The circulating water chemical feed equipment supplies water conditioning
chemicals to the circulating water. The water conditioning chemical controls
bacterial growth which affects condenser surface transfer and interferes with
cooling water flow and inhibitor sealing or corrosion.
29
Sodium hypochlorite solution is fed to the circulating water intake structure on
a shock basis to minimize biological fouling. The sodium hypochlorite subsystem
consists of one (1) bulk storage tank with two (2) metering pumps with manual
stroke positioners and one hypochlorite diffuser. The sodium hypochlorite
solution is fed to the intake structure to protect the cooling water side of the
condenser and circulating water system from biological fouling. Control of the
shock sodium hypochlorite feed is manual, based on the chlorine residual desired
in the circulating water at the condenser outlet. The hypochlorite subsystem is
designed for 5 ppm shock chlorination two to three times per day for a total of
one hour per day.
A circulating water inhibitor feed skid is provided to feed corrosion or scale
inhibitors to the circulating water system. The circulating water inhibitor feed
skid will consist of one (1) solution tank and two (2) 100 percent metering
pumps. A dilute solution is manually prepared in the solution tank. One pump
feeds inhibitor to the cooling tower basin with the other pump acting as a
spare.
A dilute solution of sulfuric acid is fed to the cooling tower basin to control
the level of M-Alkalinity in the circulating water to approximately 150 mg/l.
Concentrated acid from the acid storage tank located near the cycle makeup
treatment equipment will be diluted and piped to the cooling water. The pH of
the circulating water is continuously monitored.
I2.5.3 Sampling and Analysis System
The Sampling and Analysis System provides a means to monitor the performance of
the steam-condensate-feedwater cycles, to monitor the quality of various process
fluids, and to provide sufficient data to operating personnel for detection of
any deviations from control limits so that corrective action can be taken.
The system provides conditioning of samples by pressure and temperature
reduction. It measures flow, temperature, pressure, cation conductivity,
specific conductance, and pH.
Samples are taken from various points in each unit and are routed to a centrally
located sample panel dedicated to that unit. At the panel, pressure reduction is
accomplished by pressure reducing valves. Temperature reduction is accomplished
by sample coolers of the shelf and tube design. A grab sample is provided for
each sample for wet chemical analysis in a laboratory.
The samples are directed to automatic analyzers and the results displayed as
required. The following samples are taken and automatically monitored by the
listed analysis:
o Condensate makeup: grab sample only.
o Condensate pump discharge: grab sample only.
o Condensate after chemical feed: specific conductance, pH.
o HP saturated steam: specific conductance, cation conductivity.
o HP blowdown: specific conductance, pH.
o IP saturated steam: specific conductance, cation conductivity.
o IP blowdown: specific conductance, pH.
o LP saturated steam: specific conductance, cation conductivity.
o LP blowdown: specific conductance, pH.
o Quick disconnect survey: specific conductance, cation conductivity,
and pH.
Recording is accomplished by the DCS for display in the main control room.
Sample lines and valves are designed in accordance with requirements of systems
from which they originate. All sampling, delivery, tubing, valves, and the
sample sink are of stainless steel construction to minimize corrosion.
30
BATESVILLE GENERATING PLANT
SCOPE OF RESPONSIBILITY SUMMARY
--------------------------------------------------------------------------------
Engineering Activities BVZ LS Power, LLC Remarks
--------------------------------------------------------------------------------
Engineering Design X
--------------------------------------------------------------------------------
Record Drawings X Conformed to
Construction
--------------------------------------------------------------------------------
Engineered Equipment Specifications X
--------------------------------------------------------------------------------
Engineered Equipment Purchase and
Expediting Services X
--------------------------------------------------------------------------------
Vendor Service Representatives X
--------------------------------------------------------------------------------
Construction Specifications X
--------------------------------------------------------------------------------
Environmental Consultant and (1) Permitting Support
Permitting Services X(1) X (BVZ to provide
engineering
information to support
LS Power's permitting.
Design information
will be that normally
developed during
design to facilitate
permitting support and
in the
engineer's normal
format.)
--------------------------------------------------------------------------------
Obtain Spare Parts Recommendations X
from Equipment Vendors
--------------------------------------------------------------------------------
Engineering QA & QC Programs X
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Site Activities BVZ LS Power, LLC
--------------------------------------------------------------------------------
Construction Startup Supervisory Staff X X
--------------------------------------------------------------------------------
Field Expenses X
--------------------------------------------------------------------------------
Trailers X BVZ to In agreement with
provide EPC Agreement
trailer
space for 3
LS Power
personnel
--------------------------------------------------------------------------------
Medical Safety X
--------------------------------------------------------------------------------
Security X
--------------------------------------------------------------------------------
Clean-up X
--------------------------------------------------------------------------------
Offices X
--------------------------------------------------------------------------------
Furniture X
--------------------------------------------------------------------------------
Construction Utilities X
--------------------------------------------------------------------------------
HVAC X
--------------------------------------------------------------------------------
Telephones X X Each his own
--------------------------------------------------------------------------------
FAX X X Each his own
--------------------------------------------------------------------------------
Reproduction X X Each his own
--------------------------------------------------------------------------------
Commissioning, SU, & Testing Staff X X(1) (1) Operating
Personnel
--------------------------------------------------------------------------------
Temporary Warehouse Facilities X
--------------------------------------------------------------------------------
Equipment Receiving X
--------------------------------------------------------------------------------
Equipment Inspecting X
--------------------------------------------------------------------------------
Equipment Warehousing X
--------------------------------------------------------------------------------
Equipment Maintenance X
--------------------------------------------------------------------------------
Equipment Vendor Contact X
--------------------------------------------------------------------------------
Construction QA/QC X
--------------------------------------------------------------------------------
Scheduling X
--------------------------------------------------------------------------------
Site Survey X
--------------------------------------------------------------------------------
Geotechnical
--------------------------------------------------------------------------------
Soil Borings X
--------------------------------------------------------------------------------
Soils Reports X
--------------------------------------------------------------------------------
Soils Resistivity X
--------------------------------------------------------------------------------
Construction Testing
--------------------------------------------------------------------------------
Soils Compaction X
--------------------------------------------------------------------------------
Concrete X
--------------------------------------------------------------------------------
Structural Steel X
--------------------------------------------------------------------------------
Welding X
--------------------------------------------------------------------------------
NDT X
--------------------------------------------------------------------------------
Equipment BVZ LS Power, LLC Remarks
--------------------------------------------------------------------------------
Combustion Turbine Generator X
--------------------------------------------------------------------------------
Steam Turbine Generator X
--------------------------------------------------------------------------------
HRSGs X
--------------------------------------------------------------------------------
Balance of Plant Equipment X
--------------------------------------------------------------------------------
Spare Parts
--------------------------------------------------------------------------------
31
Startup X
--------------------------------------------------------------------------------
Permanent X
--------------------------------------------------------------------------------
Special Tools
--------------------------------------------------------------------------------
Construction X
--------------------------------------------------------------------------------
Operation X
--------------------------------------------------------------------------------
Vendor Erection Assistance X
--------------------------------------------------------------------------------
Vendor Startup Assistance X
--------------------------------------------------------------------------------
Construction Activities BVZ LS Power, LLC Remarks
--------------------------------------------------------------------------------
Demolition N/A
--------------------------------------------------------------------------------
Site Work X
--------------------------------------------------------------------------------
Paving/Surfacing X
--------------------------------------------------------------------------------
Utilities (Construction) X 178XX
--------------------------------------------------------------------------------
Fencing X
--------------------------------------------------------------------------------
Masonry X
--------------------------------------------------------------------------------
Structural Steel X
--------------------------------------------------------------------------------
Office Furnishings, Permanent Phones,
etc. X
--------------------------------------------------------------------------------
Warehouse Fixtures X
--------------------------------------------------------------------------------
Maintenance Equipment/Machine Tools X
--------------------------------------------------------------------------------
Pre-Engineered Buildings X
--------------------------------------------------------------------------------
Piping X
--------------------------------------------------------------------------------
Valves X
--------------------------------------------------------------------------------
Plumbing X
--------------------------------------------------------------------------------
Fire Protection X
--------------------------------------------------------------------------------
HVAC X
--------------------------------------------------------------------------------
Equipment Erection X
--------------------------------------------------------------------------------
Insulation and Lagging X
--------------------------------------------------------------------------------
Electrical X
--------------------------------------------------------------------------------
I&C Installation X
--------------------------------------------------------------------------------
Switchyard X
--------------------------------------------------------------------------------
Transmission Line X
--------------------------------------------------------------------------------
Bulk Materials/Commodities X
--------------------------------------------------------------------------------
Scaffolds X
--------------------------------------------------------------------------------
Small Tools X
--------------------------------------------------------------------------------
Consumables X
--------------------------------------------------------------------------------
Construction Equipment Rental X
--------------------------------------------------------------------------------
Hydrostatic Testing X
--------------------------------------------------------------------------------
Systems Flushing and Hydro Waste X
--------------------------------------------------------------------------------
Lube Oil Flush X
--------------------------------------------------------------------------------
Steam Blow X
--------------------------------------------------------------------------------
Chemical Clean HRSG X
--------------------------------------------------------------------------------
Disposal of chemical cleaning waste X(1) (1) Assume discharge
to the sewer,
off-site disposal
not included
--------------------------------------------------------------------------------
Meggar & Hipot Cable X
--------------------------------------------------------------------------------
Rotate Motors X
--------------------------------------------------------------------------------
Maintenance of Equipment in Temporary
Storage X
--------------------------------------------------------------------------------
Instrumentation Calibration
--------------------------------------------------------------------------------
Bench Testing X
--------------------------------------------------------------------------------
In Line Tests X
--------------------------------------------------------------------------------
Initial Charge of Lubricants X
--------------------------------------------------------------------------------
Fuses, Lamps, Filters and other
similar Consumables (During SU,
Commissioning) X
--------------------------------------------------------------------------------
Initial Charge of Chemicals, Gases
and other similar consumables X
--------------------------------------------------------------------------------
Mechanical Checkout of Systems X
--------------------------------------------------------------------------------
Miscellaneous Activities BVZ LS Power, LLC Remarks
--------------------------------------------------------------------------------
Project Labor Agreement N/A
--------------------------------------------------------------------------------
Bonds
--------------------------------------------------------------------------------
Payment N/A
--------------------------------------------------------------------------------
Performance N/A
--------------------------------------------------------------------------------
Insurance
--------------------------------------------------------------------------------
Xxxxxxx'x Compensation X X Each his own.
--------------------------------------------------------------------------------
Employer Liability X X Each his own.
--------------------------------------------------------------------------------
Comprehensive General Liability X X Each his own.
--------------------------------------------------------------------------------
Auto Liability X X Each his own.
--------------------------------------------------------------------------------
32
--------------------------------------------------------------------------------
Excess Liability X X Each his own.
--------------------------------------------------------------------------------
Builder's Risk X LSP to provide
Builder's Risk
insurance,
consistent with EPC
agreement.
--------------------------------------------------------------------------------
Taxes
--------------------------------------------------------------------------------
Sales Taxes X If Applicable
--------------------------------------------------------------------------------
Engineered Equipment X
--------------------------------------------------------------------------------
Construction Commodities X
--------------------------------------------------------------------------------
Construction Expendables X
--------------------------------------------------------------------------------
Master Schedule X
--------------------------------------------------------------------------------
Monthly Progress Reports X
--------------------------------------------------------------------------------
Contractors License X If applicable
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Permits and Inspections BVZ LS Power, LLC Remarks
--------------------------------------------------------------------------------
Permits
--------------------------------------------------------------------------------
Building X
--------------------------------------------------------------------------------
Zoning/Site Plan Approval X
--------------------------------------------------------------------------------
Air X
--------------------------------------------------------------------------------
Water X
--------------------------------------------------------------------------------
FERC X
--------------------------------------------------------------------------------
Historical/Arch X
--------------------------------------------------------------------------------
FAA X
--------------------------------------------------------------------------------
Erosion Control X(1) X(2) (1) Construction
(2) Operation
--------------------------------------------------------------------------------
Spill Prevention X(1) X(2) (1) Construction
(2) Operation
--------------------------------------------------------------------------------
Wet Lands Permit X If required
--------------------------------------------------------------------------------
Temporary Sewage Disposal X
--------------------------------------------------------------------------------
Highway X
--------------------------------------------------------------------------------
Sewage X
--------------------------------------------------------------------------------
Temporary Water X
--------------------------------------------------------------------------------
Potable Water X
--------------------------------------------------------------------------------
Construction Wastes X
--------------------------------------------------------------------------------
Certificate of Occupancy X
--------------------------------------------------------------------------------
Plant/Boiler Operation X
--------------------------------------------------------------------------------
Operating X
--------------------------------------------------------------------------------
Utility Disconnect X
--------------------------------------------------------------------------------
Explosives N/A
--------------------------------------------------------------------------------
Permitting Compliance
Coordination X
--------------------------------------------------------------------------------
Inspections
--------------------------------------------------------------------------------
Electrical X
--------------------------------------------------------------------------------
Plumbing X
--------------------------------------------------------------------------------
Fire Protection X
--------------------------------------------------------------------------------
Calibration of Emissions
Monitoring Equipment X
--------------------------------------------------------------------------------
Calibration of Utility Revenue
Metering X
--------------------------------------------------------------------------------
Gas Meter X
--------------------------------------------------------------------------------
Warranties BVZ LS Power, LLC Remarks
--------------------------------------------------------------------------------
Performs Warranty Work X
--------------------------------------------------------------------------------
Risks and Contingencies BVZ LS Power, LLC Remarks
--------------------------------------------------------------------------------
Schedule Guarantee X
--------------------------------------------------------------------------------
Plant Performance Guarantees X
--------------------------------------------------------------------------------
Quantity/Cost Overrun Bulk
Materials/Commodities X
--------------------------------------------------------------------------------
Quantity/Cost Overrun on Equipment X
--------------------------------------------------------------------------------
Quantity/Cost Underrun on Bulk
Materials/Commodities X
--------------------------------------------------------------------------------
Quantity/Cost Underrun on Equipment X
--------------------------------------------------------------------------------
Noise Abatement X(1) (1) Requires
confirmation by
noise analysis prior
to contract. BVZ to
be allowed credit
for background noise.
--------------------------------------------------------------------------------
Wage and Labor Productivity X
--------------------------------------------------------------------------------
Checkout, Startup, Testing, and
Training BVZ LS Power, LLC Remarks
--------------------------------------------------------------------------------
Checkout Procedures X
--------------------------------------------------------------------------------
Checkout and Turnover X X(1) (1) Operating
Personnel
--------------------------------------------------------------------------------
Relay Settings X X(1) (1) Relay settings
for LS Power
transmission scope
--------------------------------------------------------------------------------
Startup Procedures X
--------------------------------------------------------------------------------
33
--------------------------------------------------------------------------------
Startup of Systems and Plant X X(1) (1) Operating
Personnel and LS
Power Scope
--------------------------------------------------------------------------------
Performance Testing Procedures X
--------------------------------------------------------------------------------
Test Equipment X X(1) (1) LS Power Scope
--------------------------------------------------------------------------------
Performance Test X X(1) (1) Operating
Personnel
--------------------------------------------------------------------------------
Emission Compliance Testing X
--------------------------------------------------------------------------------
Performance Test Report X
--------------------------------------------------------------------------------
Operator Training X X(1) (1) Training for LS
Power scope
--------------------------------------------------------------------------------
Vendor Operation & Maintenance Manuals X X(1) (1) LS Power Scope
--------------------------------------------------------------------------------
Operation & Maintenance Personnel X
--------------------------------------------------------------------------------
Obtain Recommended Spare Parts from
Vendors X
--------------------------------------------------------------------------------
Permanent Power, Water, Lubricants,
Chemicals, Other Consumables X
--------------------------------------------------------------------------------
Witness Certification of Emissions
Monitoring Equipment X
--------------------------------------------------------------------------------
Permanent Power, Fuel, Water for
Commissioning, SU, and Testing X
--------------------------------------------------------------------------------
34
EXHIBIT I3
Scope of Services - Infrastructure
TABLE OF CONTENTS
I3.1.0 Terminal Points
I3.1.1 Natural Gas Interconnection
I3.1.2 Process Water Supply
I3.1.3 Waste Water Discharge
I3.2.0 Major Equipment/Systems
I3.2.1 Raw Water System
I3.2.2 Demineralized Water System
I3.2.3 Wastewater Discharge System
I3.2.4 Fire Protection System
1
I3.1.0 Terminal Points
The following articles identify interfaces and terminal points for the
Contractors scope of supply for utilities and facilities which extend beyond
Project scope. Terminal point locations and conditions are summarized in Table
2-1.
I3.1.1 Natural Gas Interconnection
The Project will interconnect with one or more interstate natural gas
pipelines. Owner will provide pipeline quality gas to site. Owner will be
responsible to provide gas that does not require heaters on site or
filter-separators, or other equipment. Owner to supply gas as described in
Attachment I-5. Contractor will design facility to operate on pipeline quality
gas as described above and will provide scrubbers to ensure the gas as delivered
to site is not affected by the Contractor's piping, and as such, will meet the
combustion turbine manufacturer's requirements. Each of the pipelines under
consideration is located to the west of the Project site.
One or more pipeline laterals will be constructed to the Project site
boundary under a separate contract. The Project Site Interface Drawing
identifies the approximate location of the natural gas metering station to be
constructed by the pipeline company. The minimum natural gas pressure to be
provided by the pipeline is required to be approximately 500 psig at the site
boundary. The Contractor's scope of work includes liquid separation or knockout
drums and piping required to interconnect the Project to the metering station at
the Project site boundary. Pipeline gas conditioning, if required, to be by gas
supplier. The regulating station to maintain the fuel gas pressure within the
limits required for plant operation will be supplied by the Owner.
I3.1.2 Process Water Supply
The process water supply needs for the Project (except potable water
needs) will be pumped to the site via the new water supply pipeline from Xxxx
Xxxx. A representative water analyses for water taken from Xxxx Xxxx is
indicated in Attachment I-3. Water supply intake structure, pumps, and the water
supply pipeline from Xxxx Xxxx to the project boundary will be constructed by
others. The locations of the pumping facilities and the pipeline route are shown
in Figure 8. The Owner has identified on the Project Site and Interface Drawing
the approximate location at which the water supply pipeline will cross the site
boundary. The Contractor's scope of work shall include piping required to
connect the Project with the pipeline at the site boundary.
I3.1.3 Waste Water Discharge
Waste water from the Project, exclusive of sanitary wastes and storm
water, will be discharged via a new outfall to the Tallahatchie River located
approximately one mile northeast of the Project site. The outfall structure and
discharge pipeline from the property boundary to the Tallahatchie River will be
constructed by others. For permitting purposes, separate monitoring will be
performed for cooling tower blowdown and other process waste water
(demineralization waste water, crankwash waste, etc.) with the two streams being
combined prior to discharge. The maximum allowable waste water temperature of
the combined streams, as measured at the site boundary is 90(degree)F. The Owner
has identified on the Project Site and Interface Drawing the approximate
location at which the waste water discharge pipe will cross the site boundary.
The Contractor's scope of work shall include the necessary monitoring equipment
and piping required to connect the Project with the discharge pipe at the site
boundary and sufficient pumping capacity to pump the waste water to the
discharge point at the Tallahatchie River.
2
Table 2-1
Terminal Point List
--------------------------------------------------------------------------------
At west site boundary as 0 gpm pumped
shown on Drawing system, 90F
Wastewater 32676-1STA-S1001D, Rev. A. maximum Permit by LSP
--------------------------------------------------------------------------------
Natural Gas At west site boundary as 0-340,000 Metering station
shown on Drawing lb/hr @500 and associated
32676-lSTA-S1001D, Rev. A. psig minimum instrumentation
--------------------------------------------------------------------------------
Process Water At west site boundary as 0-5,700 gpm @
shown on Drawing 50 psig
32676-1STA-S1001D, Rev. A. minimum
--------------------------------------------------------------------------------
3
I3.2.0 Major Equipment/Systems
The Project will consist of all necessary equipment required to provide
continuous, reliable, economic and easy to maintain operation of the Project.
The following is a list of major equipment:
Raw Water System
Demineralized Water System
Wastewater Discharge System
Control Systems
Electrical Systems
Piping
Pumps
Infrastructure
Fire Protection Systems
I3.2.1 Raw Water System
The raw water supply for the facility will be provided from Xxxx Xxxx. A
representative water analysis is included in Attachment I-3. The raw water
system shall include a 500,000 gallon capacity raw/fire water storage tank with
a 120,000 gallon portion dedicated to fire protection. One electrically driven
and one diesel motor driven, 100% capacity each, fire pumps shall be provided.
Two 100% plant service water pumps shall be provided taking suction from the
raw/fire water storage tank.
I3.2.2 Demineralized Water System
The demineralized water shall be produced by two 50% capacity (based on
steam injection for 24 hours per day continuous operation) demineralizer trains.
A 800,000 gallon capacity demineralized water storage tank shall be provided.
A single 5,000 gallon capacity condensate tank shall be provided to serve
all three units. High conductivity condensate which is inappropriate for reuse
shall be pumped to the cooling tower basin. Condensate meeting the conductivity
requirements, shall be pumped to the HRSG. Two sets of 100% capacity condensate
transfer pumps shall be provided.
I3.2.3 Wastewater Discharge System
Non-sanitary wastewater from the Project shall be discharged to the
Tallahatchie River. Treatment of the process wastewater, not including the
cooling tower blowdown shall consist of two-cell neutralization tanks. One tank
shall collect effluent from the Project while the other tank shall adjust the pH
level of the wastewater on a batch basis prior to its discharge. Two 100%
capacity pumps shall be used to transfer and two 100% capacity pumps shall be
used to discharge the wastewater. The temperature of the combined process
wastewater measured at the site boundary shall not exceed 90(degree)F, assuming
a makeup water temperature of less than 82(degree)F.
Oil from the Oil/Water separator shall be held in the oil water separator
for periodic disposal later via an Owner supplied tanker truck.
Sanitary wastewater shall be discharged to the City sanitary sewer system.
I3.2.4 Fire Protection System
A Plant fire protection system shall be provided. The 500,000 gallon
capacity raw water storage tank shall have a 120,000 gallon portion dedicated to
fire protection. One electrically driven and one
4
diesel motor driven, 100% capacity each, fire pumps shall be provided. In
addition, a connection to the City water main shall be made to provide
additional fire fighting capacity.
5
EXHIBIT I4
On-Site Infrastructure
Plant Description
I4.1 Mechanical Systems
I4.1.1 Fire Protection. The fire protection system is supplied with water at
adequate flow and pressure by one (1) 100 percent electric motor driven and one
(1) 100 percent diesel engine driven fire pump taking suction from the raw water
storage tank. 120,000 gallons of water within the tank will be dedicated to fire
protection.
A fire main with hydrants is provided around the power plant buildings and site.
Water deluge sprinkler systems are installed to protect the main step-up
transformers, unit auxiliary transformers, steam turbine generator bearings and
the steam turbine lube oil reservoirs. Transformers will be provided with fire
walls in accordance with the requirements of NFPA.
The cooling tower will be protected by a dry pipe sprinkler system. The
combustion turbines are protected by the manufacturer's standard suppression
system.
Portable CO2 and dry chemical fire extinguishers are provided throughout the
multi-purpose building. Automatic sprinkler systems are provided to protect the
administration and warehouse areas. Cross-zoned smoke and heat detection alarm
systems are provided in the control room and control equipment rooms.
I4.1.2 Mechanical/Fluid Equipment
I4.1.2.1 Demineralized Water Storage Tank
One (1) Demineralized water storage tank is provided. The
tank is a field-erected vertical, cylindrical,
cone roof type. The tank is designed and
constructed in accordance with AWWA D100
standards.
Material: Carbon Steel
Capacity: 800,000 gal
[Missing pages 2 and 3]
wastewater while the tank will adjust the pH level of the wastewater prior to
its discharge. A de-chlorination chemical feed system will be provided to reduce
the active chlorine levels in the site waste water discharge to meet chlorine
levels defined in Exhibit A.
Chemical storage areas will be provided with curbed secondary containment, sized
for 110% of the largest single tank volume located within the area.
1
ATTACHMENT I-1
LS Power, LLC
Batesville Generating Plant
Subsurface Investigation Data Report
July 0000
Xxxxx & Xxxxxx-Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx
Table of Contents
Page
1.0 Introduction ....................................................... 1-1
2.0 Site Location ...................................................... 2-1
3.0 Field Investigation and Laboratory Testing.......................... 3-1
4.0 Groundwater Conditions.............................................. 4-1
List of Appendices
Appendix A Boring Locations
Appendix B Boring Logs
Appendix C Piezometer Logs
Appendix D Laboratory Test Results
Appendix E Soil Resistivity Test Results
TC-1
1.0 Introduction
This report provides a summary of subsurface site conditions for the
proposed LS Power, LLC combined cycle project near Batesville, Mississippi. The
project consists of constructing a nominal 800 MW combined cycle facility.
The surface investigation was performed by Professional Services
Industries (PSI) of Memphis, Tennessee under the direction of a Black &
Xxxxxx-Xxxxxx (BVZ) geotechnical engineer. BVZ provided the subsurface
investigation plan and boring layout required to characterize site conditions.
This report contains only factual data as determined by the field
investigation and laboratory test program. No analysis, engineering or reduction
of data was performed for this report. The report provides the following
information.
o Description of subsurface investigation program.
o Test locations of subsurface soil investigation.
o Boring and piezometer logs.
o Soil resistivity test results.
o Laboratory test results.
1-1
2.0 Site Location
The Batesville generating plant site consists of an approximately 60 acre
tract about two miles northeast of Batesville, Mississippi. The site is located
east of Xxxxx Xxxx 00 and north of Xxxxxx Road.
2-1
3.0 Field Investigation and Laboratory Testing
The subsurface investigation was performed to determine the site
stratigraphy and pertinent geotechnical engineering properties of the soil which
underlie the proposed locations of the power generation facilities.
The subsurface investigation was performed by Professional Services
Industries (PSI) of Memphis, Tennessee under the direction of a Black &
Xxxxxx-Xxxxxx (BVZ) geotechnical engineer. BVZ provided the subsurface
investigation plan and boring layout required to characterize site conditions.
Field work began May 26, 1998 and was completed June 6, 1998. Survey locations
for the planned field testing were located and staked by Xxxxxxx & Co. of South
Haven, Mississippi. Test locations are presented in Appendix A of this report.
The subsurface investigation consisted of the following activities.
o 14 soil borings
o 3 piezometers
o 4 soil resistivity tests
o Laboratory tests on selected samples
The soil borings were advanced with a CME 75 truck-mount drill rig using
hollow stem augers to approximately the groundwater table and then switching to
the rotary wash method. Boring depths ranged from 18 feet to 65 feet below
ground surface (bgs) for a total of 614 lineal feet. Drilling fluid containing
bentonite was used to maintain hydrostatic pressure and prevent caving of
uncased holes.
Sampling while drilling consisted of four Standard Penetration Test (SPT)
samples from 0 feet to 10 feet, with subsequent SPT samples obtained at 5 feet
intervals. Cohesive soil, where encountered, was sampled using a combination of
SPT's and shelby tubes. Boreholes were backfilled with bentonite and soil
cuttings. Borehole logging and field classification of samples were performed in
the field by BVZ. The boring logs are presented in Appendix B of this report.
Three piezometers were installed at the site using a 8-inch diameter
hollow stem auger. The riser pipe was a 2 inch O.D. Schedule 40 PVC pipe, with a
10 feet length of 0.02 inch slotted screen attached. The piezometers were
installed to an approximate depth of 20 feet. A medium-grained sand was used as
a filter material in the annular space surrounding the screen. A bentonite chip
seal was placed above the filter material and a bentonite/cement backfill was
placed around the riser pipe to the ground surface. The piezometer logs are
presented in Appendix C of this report.
A series of laboratory tests were performed on samples obtained during the
subsurface investigation. The tests included natural moisture content, density,
Atterberg limits, sieve and hydrometer analysis, unconfined compression
strength, and consolidation. All tests were performed in accordance with ASTM
test procedures, if applicable. Laboratory test results are presented in
Appendix D of this report.
Soil resistivity tests were completed at four locations at the site. The
tests were performed using the Xxxxxx Four-Pin Method. Soil resistivity test
results are presented in Appendix D of this report.
3-1
4.0 Groundwater Conditions
A total of three piezometers were installed during the subsurface
investigation to monitor groundwater levels. These piezometers were installed in
the proposed general plant area at the site. Piezometer locations are presented
in Appendix A.
Groundwater levels measured are as follows.
Groundwater Groundwater
Piezometer Ground Surface Elevation Elevation
Number Elevation (06/05/98) (06/12/98)
------ --------- ---------- ----------
PZ-1 215.99 ft 206.1 ft 206.1 ft
PZ-9 221.27 ft 210.9 ft 220.5 ft
PZ-10 217.04 ft 206.8 ft 206.6 ft
4-1
Appendix A
Boring Locations
[map of Boring Locations]
Appendix B
Boring Logs
[Log of Boring]
Appendix C
Piezo meter Logs
[Piezo meter Installation Log]
Appendix D
Labaratory Test Results
L.S Power Generating Plant BVZ
Batesville, Mississippi BVZ Project 32676
July 1998
Reduction of Resistivity Data
Ohmic Meter Resistivity
Spacing Value Multiplier Constant (OHM-CM)
------- ----- ---------- -------- --------
R-1
2.5 1.0 10 191.5 4788
5 1.6 1 191.5 1532
10 1.9 0.1 191.5 364
15 3.3 0.1 191.5 948
20 0.5 0.1 191.5 192
25 4.5 0.1 191.5 2154
30 4.2 0.1 191.5 2413
R-2
2.5 1.9 10 191.5 9096
5 7.0 1 191.5 6703
10 2.5 1 191.5 4788
15 1.6 1 191.5 4596
20 1.5 1 191.5 5745
25 1.4 1 191.5 6703
30 1.4 1 191.5 8043
R-3
2.5 2.4 10 191.5 11490
5 0.2 10 191.5 1915
10 1.9 1 191.5 3639
15 1.5 1 191.5 4309
20 1.3 1 191.5 4979
25 0.9 1 191.5 4309
30 1.0 1 191.5 5745
R-4
2.5 2.5 10 191.5 11969
5 0.9 10 191.5 8618
10 2.9 1 191.5 5554
15 2.2 1 191.5 6320
20 2.1 1 191.5 8043
25 1.7 1 191.5 8139
30 1.7 1 191.5 0000
XXXXXXXXXX X-0
XXXX XXXX, XXXXXXXXXXX WATER ANALYSIS
SAMPLE TAKEN OCTOBER 1, 1996
--------------------------------------------------------------------------------
CONSTITUENT UNITS LEVEL
--------------------------------------------------------------------------------
Calcium ppm 3.28
--------------------------------------------------------------------------------
Magnesium ppm 1.86
--------------------------------------------------------------------------------
Sodium ppm 4.53
--------------------------------------------------------------------------------
Potassium ppm 1.18
--------------------------------------------------------------------------------
Bicarbonate, as CaCO3 ppm 15.0
--------------------------------------------------------------------------------
Carbonate, as CaCO3 ppm Less than 0.01
--------------------------------------------------------------------------------
Sulfate ppm Less than 10.0
--------------------------------------------------------------------------------
Chloride ppm 4.40
--------------------------------------------------------------------------------
Nitrate ppm ND
--------------------------------------------------------------------------------
Alkalinity, as CaCO3 ppm 16.0
--------------------------------------------------------------------------------
Carbon Dioxide ppm 16.80
--------------------------------------------------------------------------------
Total Organic Carbon mg/l 6
--------------------------------------------------------------------------------
Silica, dissolved ppm 4.0
--------------------------------------------------------------------------------
Silica ppm 4.0
--------------------------------------------------------------------------------
Hardness, as CaCO3 mg/l 23.35
--------------------------------------------------------------------------------
Iron ppm 0.80
--------------------------------------------------------------------------------
Manganese ppm 0.09
--------------------------------------------------------------------------------
Copper ppb Less than 10.0
--------------------------------------------------------------------------------
Lead ppb Less than 200.0
--------------------------------------------------------------------------------
Nickel ppb Less than 50.0
--------------------------------------------------------------------------------
Zinc ppb 20.0
--------------------------------------------------------------------------------
Cadmium ppb Less than 10.0
--------------------------------------------------------------------------------
Chromium ppb Less than 20.0
--------------------------------------------------------------------------------
Silver ppm Less than 0.02
--------------------------------------------------------------------------------
Arsenic ppm Less than 0.003
--------------------------------------------------------------------------------
Beryllium ppb 2.0
--------------------------------------------------------------------------------
Antimony ppb Less than 5.0
--------------------------------------------------------------------------------
[LETTERHEAD]
July 7, 1998
Xx. Xxx X'Xxxxx
Overland Contracting, Inc. on behalf of
Black & Xxxxxx-Xxxxxxx
00000 Xxxxx
Xxxxxxxx Xxxx, XX 00000
Re: Laboratory Testing Program
Proposed LS Power Generating Plant
Batesville, Mississippi
PSI File No. 502-85119
Dear Xx. X'Xxxxx,
Professional Service Industries, Inc. is pleased to transmit our laboratory
testing results for the referenced project. We appreciate the opportunity to
perform these services. If you have any questions pertaining to this report,
or if we may be of further service, please contact our office.
Respectfully submitted,
PROFESSIONAL SERVICE INDUSTRIES, INC.
/s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
Geotechnical Staff
MJO/kg
June 12, 1998
Report of Resistivity Testing
L.S. Power Generating Plant
Batesville, Mississippi
PSI File No. 502-85119
Test Location: R-1
Weather: Cloudy
Ambient Temperature: 93 F
Electrode Spacing (ft) Ohmic Value Meter Multiplier
---------------------- ----------- ----------------
--------------------------------------------------------------------------------
2.5 1.0 10
--------------------------------------------------------------------------------
5 1.6 1
--------------------------------------------------------------------------------
10 1.9 0.1
--------------------------------------------------------------------------------
15 3.3 0.1
--------------------------------------------------------------------------------
20 0.5 0.1
--------------------------------------------------------------------------------
25 4.5 0.1
--------------------------------------------------------------------------------
30 4.2 0.1
--------------------------------------------------------------------------------
Test Location: R-2
Weather: Cloudy
Ambient Temperature: 93 F
Electrode Spacing (ft) Ohmic Value Meter Multiplier
---------------------- ----------- ----------------
--------------------------------------------------------------------------------
2.5 1.9 10
--------------------------------------------------------------------------------
5 7.0 1
--------------------------------------------------------------------------------
10 2.5 1
--------------------------------------------------------------------------------
15 1.6 1
--------------------------------------------------------------------------------
20 1.5 1
--------------------------------------------------------------------------------
25 1.4 1
--------------------------------------------------------------------------------
30 1.4 1
--------------------------------------------------------------------------------
Page 1
June 12, 1998
Report of Resistivity Testing
L.S. Power Generating Plant
Batesville, Mississippi
PSI File No. 502-85119
Test Location: R-3
Weather: Cloudy
Ambient Temperature: 93 F
Electrode Spacing (ft) Ohmic Value Meter Multiplier
---------------------- ----------- ----------------
--------------------------------------------------------------------------------
2.5 2.4 10
--------------------------------------------------------------------------------
5 0.2 10
--------------------------------------------------------------------------------
10 1.9 1
--------------------------------------------------------------------------------
15 1.5 1
--------------------------------------------------------------------------------
20 1.3 1
--------------------------------------------------------------------------------
25 0.9 1
--------------------------------------------------------------------------------
30 1.0 1
--------------------------------------------------------------------------------
Test Location: R-4
Weather: Cloudy
Ambient Temperature: 93 F
Electrode Spacing (ft) Ohmic Value Meter Multiplier
---------------------- ----------- ----------------
--------------------------------------------------------------------------------
2.5 2.5 10
--------------------------------------------------------------------------------
5 0.9 10
--------------------------------------------------------------------------------
10 2.9 1
--------------------------------------------------------------------------------
15 2.2 1
--------------------------------------------------------------------------------
20 2.1 1
--------------------------------------------------------------------------------
25 1.7 1
--------------------------------------------------------------------------------
30 1.7 1
--------------------------------------------------------------------------------
Page 2
L.S. Power Generating Plant BVZ
Batesville, Mississippi BVZ Project 32676
July 1998
Reduction of Resistivity Data
Ohmic Meter Resistivity
Spacing Value Multipler Constant (OHM-CM)
------- ----- --------- -------- --------
R-1
2.5 1.0 10 191.5 4788
5 1.6 1 191.5 1532
10 1.9 0.1 191.5 364
15 3.3 0.1 191.5 948
20 0.5 0.1 191.5 192
25 4.5 0.1 191.5 2154
30 4.2 0.1 191.5 2413
R-2
2.5 1.9 10 191.5 9096
5 7.0 1 191.5 6703
10 2.5 1 191.5 4788
15 1.6 1 191.5 4596
20 1.5 1 191.5 5745
25 1.4 1 191.5 6703
30 1.4 1 191.5 8043
R-3
2.5 2.4 10 191.5 11490
5 0.2 10 191.5 1915
10 1.9 1 191.5 3639
15 1.5 1 191.5 4309
20 1.3 1 191.5 4979
25 0.9 1 191.5 4309
30 1.0 1 191.5 5745
R-4
2.5 2.5 10 191.5 11969
5 0.9 10 191.5 8618
10 2.9 1 191.5 5554
15 2.2 1 191.5 6320
20 2.1 1 191.5 8043
25 1.7 1 191.5 8139
30 1.7 1 191.5 9767
[graphs and charts of test results]
Appendix E
Soil Restivity Test Results
[Flow Chart of Water Mass Balance]
[map of generating plant]
[map of Batesville Generation Facility Site]
ATTACHMENT 11-5
Natural Gas Analysis
Natural gas supplied to the project will have energy values calculated by
ASTM methods and listed below. Emissions guarantees are based on the range of
constituents listed below. Performance guarantees are based on the natural
gas analysis contained in Exhibit A. In addition, the gas shall meet the
requirements of the combustion turbine manufacture regarding heavy metals,
other contaminants, and other physical requirements as contained on the Table
1 through Table III.
VOLUME %
Range
Constituent Mean Min Max
---------- ---- --- ---
C6+ 0.0450 0.00000 0.20000
Propane 0.2662 0.00000 0.15000
I-Butane 0.0569 0.00000 1.00000
N-Butane 0.0629 0.00000 1.00000
NEO C5 0.0005 0.00000 1.00000
I-Pentane 0.0259 0.00000 1.00000
N-Pentane 0.0191 0.00000 1.00000
Nitrogen 0.3185 0.00000 2.00000
Methane 96.4825 90.00000 98.00000
CO2 0.6768 0.00000 2.00000
Ethane 2.0461 0.00000 5.00000
TABLE I. MAXIMUM ALLOWABLE TOTAL CONTAMINANT LEVEL FROM
FUEL, AIR, STEAM, AND WATER
------------------------------------------------------------=-----
Maximum Permitted
------------------------------------------------------------------
Contaminant Units 501F Comments
FBN wt% 0.015
S wt% 0.5
V ppmw 0.5 Without treatment
Na+K ppmw 1.0 Coated Blades &
Vanes, 3 Rows
Ca ppmw 10.0
Pb ppmw 0.5
Ba ppmw 2.0
Mn ppmw 2.0
P ppmw 2.0
Cl ppmw 6.0
------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
Definitions
---------------------------------------------------------------------------------------------------
FBN Fuel Bound Nitrogen The above values are recommended maximums. In some
cases, higher concentrations may be encountered
S Sulfur V Vanadium
Na Sodium K Potassium
Ca Calcium Pb Lead
Ba Barium Mn Manganese
P Phosphorous Cl Chlorides
-----------------------------------------------------------------------------------------------------
*Does not apply
----------------------
* Environmental requirements usually limit the maximum fuel sulfur
content to a lower limit.
TABLE II. FUEL REQUIREMENTS
The fuel shall meet the following requirements. If fuel additives are used,
the fuel plus additive mixture shall meet the following requirements:
PROPERTY LIMIT COMMENTS
-------------------------------------------------------------------------------------------
Flammability Rich-to Lean ratio=2.0,min Volume basis @ 1 atm,
59 degrees F
-------------------------------------------------------------------------------------------
Heating Value (LHV) 770 BTU/scf. min DLN combustion systems
-------------------------------------------------------------------------------------------
Gas Index Variation +/-2% Day-to-day
-------------------------------------------------------------------------------------------
Gas Pressure 400-500 psig At CT interface
-------------------------------------------------------------------------------------------
Gas Temperature ** Heated Gas
105 degrees F, max Unheated Pilot
Gas
-------------------------------------------------------------------------------------------
Condensables 50 degrees F superheat, min.
-------------------------------------------------------------------------------------------
Oxygen 2% by volume, max. When olefins present in fuel
-------------------------------------------------------------------------------------------
Olefins 4% by volume, max.
-------------------------------------------------------------------------------------------
Hydrogen 40% by volume, max. DLN combustors
-------------------------------------------------------------------------------------------
Higher Hydrocarbons Fuel gases containing more
than 5% ethane (C(2)H(6)),
1.5% propane (C(3)H(8)), or
0.20% higher hydrocarbons
should not be used for DLN
applications.
-------------------------------------------------------------------------------------------
Fuel Bound Nitrogen see Table I Limits set by environmental
regulation
-------------------------------------------------------------------------------------------
Sulfur Maximum value of 0.5wt% Environmental regulations
based on equipment usually establish a lower
requirements. value.
-------------------------------------------------------------------------------------------
** As required to meet performance guarantees
TABLE III: PARTICULATE SIZE LIMITATIONS - FUEL GAS
-------------------------------------------------------------------------------------------
Particulate Matter < 0.007 lb/MMBTU heat Total acceptable amount for
input erosion/deposit prevention
(use LHV of fuel)
-------------------------------------------------------------------------------------------
Particulate Size Particulate matter > 10 Downstream of customer
microns ((mu)m) = 0 supplied filtration system
-------------------------------------------------------------------
< 0.00015 lb/MMBTU Large particle limit for
Particulate matter 5 to 10 erosion prevention (use
microns ((mu)m) LHV of fuel)
-------------------------------------------------------------------
< 0.004 lb/MMBTU (use LHV of fuel)
Particulate matter 1 to 10
microns ((mu)m)
-------------------------------------------------------------------
< 0.004 lb/MMBTU Small particle limit for
Particulate matter < 2 prevention of deposits (use
microns ((mu)m) LHV of fuel)
-------------------------------------------------------------------------------------------
Exhibit J
[Land Survey of LSP Energy Limited
Partnership-Batesville Plot]
XXXXXXX ENGINEERING COMPANY, INC.
CONSULTING ENGINEERS LAND SURVEYORS
000 XXXXXXXX XXXXXX, XXXXXXXXXX, XXXXXXXXXXX 00000 PHONE 000-0000
--------------------------------------------------------------------------------
PLAT OF SURVEY OF THE PROPERTY OF LSP ENERGY LIMITED PARTNERSHIP LOCATED IN
SECTION 3 & 4 TOWNSHIP 9 S RANGE 7 W PANOLA COUNTY, MISSISSIPPI AND BEING WITHIN
THE CORPORATE LIMITS OF THE CITY OF BATESVILLE MISSISSIPPI TO BE CONVEYED TO
LSP ENERGY LIMITED PARTNERSHIP BY INDUSTRIAL DEVELOPMENT AUTHORITY
--------------------------------------------------------------------------------
NOT VALID UNLESS AN ORIGINAL SEAL AND SIGNATURE APPEARS HEREON
DESCRIPTION: PAGE 2 OF 2
A part of the Northwest Quarter of Section 3 and a part of the Northeast
Quarter of Section 4, Township 9 South, Range 7 West, in the Second Judicial
District of Panola County, Mississippi, containing 60.00 acres more or less,
and being more particularly described as follows, to wit:
Commencing at the Northwest corner of said Section 3, running thence South 21
degrees, 47 minutes, and 08 seconds East for a distance of 1276.23 feet to a
point on the South right-of-way line of a proposed road being the point of
beginning; running thence Southeasterly around a curve to the left having a
delta angle of 38 degrees, 55 minutes, and 32 seconds; a radius of 388.27
feet; for a distance of 263.78 feet; thence South 89 degrees, 55 minutes, and
32 seconds East for a distance of 1255.49 feet; thence South for a distance
of 1329.92 feet to the North right-of-way line of a paved public road; thence
along the North right-of-way line of said paved public road as follows: North
89 degrees, 47 minutes, and 33 seconds West for a distance of 318.12 feet;
South 89 degrees, 55 minutes, and 10 seconds West for a distance of 1155.99
feet; North 86 degrees, 58 minutes, and 34 seconds West for a distance of
361.74 feet; North 00 degrees, 37 minutes, and 34 seconds East for a distance
of 15.00 feet; in a Northwesterly direction around a curve to the right
having a delta angle of 18 degrees, 14 minutes, and 11 seconds; a radius of
778.51 feet; for a distance of 247.79; thence North 06 degrees, 26 minutes,
and 41 seconds West for a distance of 199.09 feet, thence North 85 degrees,
46 minutes, and 41 seconds West for a distance of 123.00 feet; thence North
26 degrees, 32 minutes, and 25 seconds East for a distance of 704.94 feet;
thence North 39 degrees, 00 minutes, and 00 seconds East for a distance of
650.00 feet to the point of beginning.
BEING SUBJECT TO:
A fifteen (15') foot and a twenty-five (25') strip of land as an easement
being along and with the North property line of the above described property.
CERTIFICATE OF SURVEYOR:
I, Xxxxx X. Xxxxxxxx, Xx. do hereby certify this to be a true and accurate
plat and description of, the lands herein described as surveyed and marked on
the ground by me or under my supervision. I also certify that this property
is not located in a HUD identified Special Flood Hazard Area according to FIA
map no. 280125 0120 B dated June 4, 1980.
Signed at Batesville, Mississippi this the 8th day of July 1998.
[seal]
-------------------------------------------------------------------------------
DATE OF SURVEY 7/2/98
FILED POOL NUMBER DC page ____
SURVEYED BY P.S.
SCALE 1 INCH EQUALS 300'
DRAWN BY P.S.
CHECKED BY P.S.
CLOSED BY _______________
METHOD CLASS "B"
BASIS OF BEARING: SOLAR OBSERVATION FROM PREVIOUS SURVEY
EXHIBIT K
LIST OF OWNER PROCURED EQUIPMENT AND SERVICES
Power Island Equipment (PIE):
o Steam Turbine Generators and Condensers.
o Gas Turbine Generators.
o Heat Recovery Steam Generators.
Balance of Plant (BOP) Equipment:
o Transformers and accessories.
o Generator terminal equipment.
o Switchgear.
o Motor Control Centers.
o Distributed Control System.
o CEMS/Vibration Monitoring Equipment.
o Emergency Power equipment and panels.
o Batteries, chargers and UPS.
o ISO phase bus duct.
o Structural & pipe rack steel.
o Air compressors and dryers.
o Fuel gas heaters and separators.
o Shop fabricated tanks,
o Water treatment and chemical feed equipment.
o Cooling Tower.
o Sampling and Analysis system.
o Large pumps.
o Engineering Services.
--------------------------------------------------------------------------------
1 July 22, 1999
Exhibit L
List of Common Facilities Equipment
Quantity
--------------------------------------------------------------------------------
CIVIL/STRUCTURAL EQUIPMENT
--------------------------------------------------------------------------------
XXXXX-XXXXXXX XXXX 0
--------------------------------------------------------------------------------
OIL/WATER SEPARATOR 1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
MECHANICAL EQUIPMENT
--------------------------------------------------------------------------------
AIR COMPRESSORS 2
--------------------------------------------------------------------------------
INSTRUMENT AIR DRYER 1
--------------------------------------------------------------------------------
WET COOLING TOWER (F&E) 1
--------------------------------------------------------------------------------
FIRE HOSES, HOSE HOUSES, ETC
--------------------------------------------------------------------------------
AUTOMATIC FIRE PROTECT (F&E)
--------------------------------------------------------------------------------
CIRCULATING WATER PUMPS 3
--------------------------------------------------------------------------------
FIRE WATER PUMP - DIESEL ENGINE DRIVEN 1
--------------------------------------------------------------------------------
FIRE WATER PUMP - ELECT. MOTOR DRIVEN 1
--------------------------------------------------------------------------------
DEMIN. WATER TRANSFER 2
--------------------------------------------------------------------------------
COND. TRANSFER 2
--------------------------------------------------------------------------------
AUXILIARY COOLING WATER 2
--------------------------------------------------------------------------------
RAW/FIRE WATER 1
--------------------------------------------------------------------------------
DEMIN WATER 1
--------------------------------------------------------------------------------
COMPR. AIR RECEIVER 1
--------------------------------------------------------------------------------
COND STORAGE 1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ELECTRICAL EQUIPMENT
--------------------------------------------------------------------------------
125V STATION BATTERY 1-60 CELL
--------------------------------------------------------------------------------
BATTERY CHARGERS 2-100%
--------------------------------------------------------------------------------
UPS 1
--------------------------------------------------------------------------------
MOTOR CONTROL CENTERS 1-LOT
--------------------------------------------------------------------------------
MV SWITCHGEAR 1
--------------------------------------------------------------------------------
SECONDARY UNIT SUBS 2
--------------------------------------------------------------------------------
AUXILIARY TRANSFORMERS 2-100%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CONTROL EQUIPMENT
--------------------------------------------------------------------------------
DIST CONT & INFO SYS 1-LOT
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CHEMICAL EQUIPMENT
--------------------------------------------------------------------------------
CIRCULATING WATER CHEMICAL FEED 3 skids
--------------------------------------------------------------------------------
DEMINERALIZATION SYSTEM 2-50% trains
--------------------------------------------------------------------------------
PRETREATMENT SYSTEM 1 system
--------------------------------------------------------------------------------
SAMPLING & ANALYSIS SYS 1 panel
--------------------------------------------------------------------------------
CHEMICAL WASTE SYSTEM 1
--------------------------------------------------------------------------------
Page 1
Exhibit M
Permits
Owner Permits
Federal:
Self Certification of Coal or Alternative Fuel Capability (DOE)
Certification of Exempt Wholesale Generator Status (FERC)
Approval of Rates for sales by LSP Energy Limited Partnership (FERC)
Clean Water Act, Section 404 Permits (XXX)
Rivers and Harbors, Section 10 Permit (XXX)
Flood Plains Management (XXX)
Notification of Construction of Stacks and Transmission Lines (FAA)
Endangered Species (USFWS) [Note: This is an approval and not a permit]
State of Mississippi:
Parks and Recreation (MDEQ)
Certificate of Public Convenience and Necessity (MPSC)
Highway Crossing Permit (MDOT)
PSD - Air Permit for Construction (MDEQ)
PSD - Air Permit for Operation (MDEQ)
NPDES Permit (MDEQ)
Permit to Withdraw Water for Beneficial Use - From Xxxx Xxxx (MDEQ)
NPDES Storm Water Multi-Sector General Permit for Industrial Facilities
(MDEQ)
Air Quality - Title IV Operating Permit (MDEQ)
Solid Waste Notification for Operation (MDEQ)
Water Quality Certificates associated with Nationwide and General Permits
issued by XXX under the Clean Water Act (MDEQ)
Cultural Resources (MS SHPO)
Endangered Species (MDEQ) [Note: This is an approval and not a permit]
Oil and Hazardous Substance Control SPCC Plan and Facility Response Plan
(EPA/MDEQ) [Note: This is an approval and not a permit]
Fuel Oil Tank Registration
City of Batesville / County of Panola:
Road Crossing Permit
Railrod Crossing Permit
Zoning Use and Compliance
Occupancy Permit
Contractor Permits & Licenses
State of Mississippi General Contractors license. X.X. Xxxxxx Co. has a
General Contractor's license with all classifications. B&V Contrsuction
Inc. (BVCI) has a General Contractor's license with several
classifications. These licenses will permit BVZ to execute the project.
Registration with the Secretary of State
Building Permit
Construction Privilege License
NPDES - Storm water general permit for discharge associated with
construction. (Includes preparation of a storm water pollution prevention
plan).
EXHIBIT N
CHANGE ORDER PRICING SCHEDULE
--------------------------------------------------------------------------------
Page 1
I. PROJECT TEAM UNIT RATES
The following rates shall be used for managerial and engineering cost
adjustments for scope of work changes up to a cumulative 1,000
engineering hours or 10,000 construction hours:
POSITION CATEGORY HOUR1Y BILLING RATE
----------------- -------------------
A. ENGINEERING TEAM
Project Management $64.83
Project Department Engineer $56.32
Project Control Manager $56.32
Legal/Environment Coordinator $56.32
Senior Engineer $48.87
Design Engineer $42.39
Associate Design Engineer $34.52
Project Secretary $20.61
Planner/Scheduler $47.88
Designer $45.94
Drafter $25.51
B. SITE MANAGEMENT TEAM
Construction Management $88.00
Site Department $76.62
Manager/Superintendent
Senior Engineer $66.17
Engineer $56.85
Associate Engineer $43.23
Field Engineer $56.85
Secretary/Clerical $21.46
EXHIBIT N
CHANGE ORDER PRICING SCHEDULE
-------------------------------------------------------------------------------
Page 2
The above hourly rates are all inclusive of indirect labor costs, but do not
include G&A expenses or profit. Direct expenses such as long distance telephone
expenses, computer charges, prints, reproduction, traveling, and living
expenses, cost paid by the Contractor to third parties, and other direct
expenses associated with scope of work changes shall be charged in accordance
with the Contractor's standard expense rates.
The above hourly rates are valid through a Notice to Proceed of August 20, 1998.
C. CONSTRUCTION RATES
The following rates shall be used for construction cost adjustments for scope of
work changes:
HOURLY BILLING RATES
--------------------
POSITION CATEGORY STRAIGHT TIME OVERTIME RATES
----------------- ------------- --------------
General Xxxxxxx $69.67 $54.19
Xxxxxxx $37.88 $51.68
Journeyman $34.31 $46.65
Helper I $22.17 $29.58
Helper II $26.72 $35.98
Helper III $31.28 $42.39
Laborer - Common $17.35 $22.80
The above rates are all inclusive of indirect costs, hand tools and consumables;
however, these rates do not include construction equipment costs, overhead and
profit. When using the above unit rates, normal changes will be supervised by
on-site staff at no charge. However, in the event the scope of change requires
additional contractor staff to be assigned, or current staff to be assigned
longer to the project, the Owner will be billed at the Site Management Team
rates.
The above rates are valid for a Notice to Proceed date of August 20,
EXHIBIT N
CHANGE ORDER PRICING SCHEDULE
-------------------------------------------------------------------------------
Page 3
II. OTHER RATES
On-Site Subcontractor's Work Subcontractor's Invoice + 10%
Construction Equipment: Construction Equipment:
Contractor Owned 100% of Blue Book for operating
cost. 85% of Blue Book for
ownership cost.
Outside Rent Cost + 10%
Engineered Equipment and Material: Invoice + 5%
(Non-Subcontract)
III. SIGNIFICANT CHANGE ORDERS
For change orders involving an aggregate of 1,000 engineering hours
and/or 10,000 construction man-hours, the following engineering rates
which include G&A and profit will apply.
A. ENGINEERING TEAM
Project Management $ 139.16
Project Department Engineer $ 120.89
Project Control Manager $ 120.89
Legal/Environment Coordinator $ 120.89
Senior Engineer $ 104.89
Design Engineer $ 90.98
Associate Design Engineer $ 74.10
Project Secretary $ 44.24
Planner/Scheduler $ 102.88
Designer $ 98.60
Drafter $ 54.75
SITE MANAGEMENT TEAM
Construction Management $ 128.31
Site Department $ 111.71
Manager/Superintendent
Senior Engineer $ 96.49
Engineer $ 82.89
Associate Engineer $ 63.02
Field Engineer $ 82.89
Secretary/Clerical $ 31.29
The above hourly rates are all inclusive of indirect labor costs, but do
not include G&A expenses or profit. Direct expenses such as long distance
telephone expenses, computer charges, prints, reproduction, traveling,
and living expenses, cost paid by the Contractor to third parties, and
other direct expenses associated with scope of work changes shall be
charged in accordance with the Contractor's standard expense rates.
Also after change orders for reach a cumulative value of 10,000
engineering hours or 10,000 construction hours, the change order value
for construction labor identified in l.C. above will be increased by 30%.
This increase is to cover additional safety supplies, hiring additional
crafts, extra burden on the existing indirect staff and equipment,
additional indirect supplies, and to contribute towards overhead and
profit. In the event the scope of change requires additional contractor
staff to be assigned, or current staff to be assigned longer to the
project, the Owner will be billed at the Site Management Team rates.
EXHIBIT 0
INSURANCE
PART I -- CONTRACTOR AND SUBCONTRACTOR INSURANCE
1. CONTRACTOR'S COVERAGE
At its own expense, Contractor shall secure and maintain during the term
of the Agreement the following insurance with the coverage amounts
indicated for occurrences during and arising out of Contractor's
performance of the Agreement. Such insurance shall be placed with
responsible and reputable insurance companies in compliance with
applicable Law and be effective as of the issuance of the Notice to
Proceed or an earlier Limited Notice to Proceed. Such insurance shall be
maintained until Final Completion, except Products Liability/Completed
Operations coverage which shall be maintained for three (3) years beyond
Final Completion. Deductible amounts under such coverages provided by
Contractor shall be the responsibility of the Contractor.
A. Workers' Compensation/Employer's Liability Insurance
Contractor shall maintain Workers' Compensation Insurance subject to
statutory limits and Employer's Liability Insurance in an amount of
one million dollars ($1,000,000) per accident.
B. Commercial Automobile Liability Insurance
Contractor shall maintain Commercial Automobile Liability insurance
with a limit of $1,000,000, including coverage for owned, non-owned,
and hired automobiles for both bodily injury (including death) and
property damage liability, uninsured/underinsured motorist
protection endorsements.
C. Comprehensive or Commercial General Liability Insurance
Contractor shall maintain Commercial General Liability insurance on
a project-specific basis covering against insured's legal liability
to others as a result of bodily injury, property damage and personal
injury arising during construction, use, operation and maintenance
of the Facility. Such policy shall be written on an occurrence basis
with a limit of liability of $1,000,000. Coverage shall include, but
not be limited to, premises/operations, explosion, collapse, and
underground hazards, broad form property damage and personal injury
liability.
1
D. Excess/Umbrella Liability Insurance
Contractor shall maintain Excess/Umbrella Liability insurance which
shall be written on an occurrence basis and providing coverage
limits in excess of the primary limits. The limit of such umbrella
coverage shall be $25,000,000 on a follow form basis.
2. EVIDENCE OF COVERAGE
Contractor shall, on or before the giving of the Notice to Proceed or an
earlier Limited Notice to Proceed, or within five (5) Days after each
written request by Owner or Owner's insurance broker thereafter, provide
certificates of insurance to Owner's insurance broker evidencing all
insurance policies to be procured by Contractor. The Certificates
evidencing commercial General Liability insurance, Commercial Automobile
Liability insurance and Excess/Umbrella Liability insurance shall each
certify that such policies shall provide that
A. As to such coverages, with the exception of the Workers Compensation
and Employer's Liability during Contractor's performance under the
Agreement, Owner's Indemnitees shall be named as additional insureds
under such policies (without any representation or warranty by or
obligation upon such entities) as their interests may appear to the
extent of Contractor's indemnity obligations as set forth in Section
17.1 of the Agreement; "Owner's Indemnities" as respect this
insurance exhibit shall have the meaning set forth in Section 17.1
of the Agreement;
B. The inclusion of more than one person as insured hereunder shall not
in any way affect the rights of any such person as respects any
claim, demand, suit or judgment made, brought or recovered, by or in
favor of any other insured, or by or in favor of any employee of
such other insured;
C. Each person is protected thereby in the same manner as though a
separate policy had been issued to each, but nothing therein shall
operate to increase the insurance company's liability as set forth
elsewhere in the policy beyond the amount for which the insurance
company would have been liable if only one person or interest had
been named as insured; and,
D. Such insurance is primary insurance with respect to the interests of
Owner Idemnitees to the extent of Contractor's contractual
obligations in the Agreement (with the exception of the Owner's
Builder's Risk coverage) and any other insurance maintained by them
is excess and not contributing with this insurance.
2
3. CONTENTS OF CERTIFICATES
The certificates evidencing all insurance provided under Sections 1 and 2
shall each certify that
A. Under such policy there will be no recourse against Owner's
Indemnitees for payment of a premium and
B. Such policy may not be canceled or materially altered by the
insurance company without giving sixty (60) Days' (or ten (10) Days'
prior notice if such cancellation is due to a failure to pay
premiums) prior written notice of cancellation to Owner and Lender.
C. Contractor shall not request or acquiesce to any material alteration
to any of the insurance coverages required to be maintained by
Contractor under the Agreement and shall give Owner prompt notice of
any material alteration to any of such insurance coverages, but in
no event later than five (5) Days after it learns of such material
alteration.
4. SUBCONTRACTOR'S COVERAGE
Obligations of Contractor. During the term of the Agreement and until the
expiration of the Warranty liability period, each Subcontractor will
maintain or cause to be maintained in full force and effect, during the
time in which they are engaged in performing services to be furnished by
Contractor hereunder at or about the Site at Contractor's or such
Subcontractor's expense, the following insurance:
A. Each Subcontractor shall carry the insurance policies described in
Sections 1 and 2 in a form and amount that complies with applicable
Law and in accordance with Contractor's normal practice or
Contractor shall maintain such coverage under its own insurance
policies.
B. Contractor and each Subcontractor shall be responsible for any loss
of or damage to their own property, including tools, equipment and
vehicles or other property, which does not form part of the
Facility. Owner and Owner's Indemnitees shall be responsible for any
loss of or damage to their own property, including tools, equipment
and vehicles or other property, which does not form part of the
Facility.
C. Contractor shall require evidence of insurance from each
Subcontractor prior to allowing such Subcontractor to commence the
performance of any Work with respect to the Facility.
3
D. The Contractor shall be responsible for the observance of this
Section 4 by all Subcontractors.
5. ALTERNATIVE COVERAGE
Insurance Coverage required in Sections 1 and 2 may be carried under
insurance policies (1) that insure other assets owned or managed by
Contractor and/or (2) provided separately by each member company of the
Contractor provided, however, such insurance otherwise complies with the
requirements of Sections 1 and 2.
PART II -- OWNER'S INSURANCE
6. OWNER'S COVERAGE
Owner shall procure at its own expense and maintain in full force and
effect from and after the Notice to Proceed, the following insurance with
the coverage amounts indicated. Such insurance shall provide the coverage,
limits, deductibles and exclusions as herein described. Such insurance
shall be maintained with responsible and reputable insurance companies in
compliance with applicable Law. Prior to issuance of the Notice to
Proceed, Owner shall provide Contractor certificates of insurance, and if
requested by Contractor, a true, correct and complete copy of all such
insurance policies, to Contractor evidencing all insurance policies
required under this Section 6. Except as respects loss or damage directly
resulting from testing of a combustion turbine or of a steam turbine,
Contractor will be responsible for deductible amounts up to a maximum of
$50,000 per occurrence for any loss or damage to the Work arising out of
Contractor's performance of activities under the Agreement until such time
as the completion of testing in accordance with the Agreement; provided,
that Contractor shall not be responsible for such deductible amounts to
the extent that any such loss or damage to the Work results solely from
Owner's negligence or willful misconduct. If during the testing period any
physical loss or damage occurs to the Work which is a direct result of the
testing of a combustion turbine or of a steam turbine, then to the extent
such loss or damage is directly attributable to negligence of Contractor
(or anyone performing work on behalf of or at the direction of
Contractor), Contractor shall be responsible for deductible amounts up to
a maximum of $250,000 with respect to the testing of a combustion turbine
and up to a maximum of $100,000 with respect to the testing of a steam
turbine. Notwithstanding the above, Contractor shall not be responsible
for any deductibles under Owner's coverage after the completion of testing
in accordance with the Agreement.
A. All Risk Builder's Risk
The Owner shall maintain all risk builder's insurance covering the
Facility and the transmission lines to the interconnection
facilities (to the extent set forth in
4
paragraph 2 below), on a 100% replacement cost basis, for physical
loss or damage arising from or in connection with causes or perils,
including, but not limited to, the following:
o Earth movement (including but not limited to earthquake,
landslide, subsidence and volcanic eruption);
o flood;
o wind;
o boiler, turbine and machinery accidents or breakdown;
o All testing.
Contractor, including each entity comprising Contractor and their
respective affiliated and/or associated companies, shall be Named
Insureds under such policy(ies) of insurance. Subcontractors and
suppliers of all tiers shall be additional insureds under insurance
to be maintained by Owner as their respective interests may appear.
1) Such insurance shall cover all property during the term of the
Agreement, including during testing, as well as any and all
materials, equipment, and machinery intended for the Facility
during off-site and inland transit. Such insurance shall be on
a 100% completed value form, with no periodic reporting
requirements, insuring the Equipment and Work and including
coverage for
a) Inland transit with a sub-limit equal to the full
replacement for maximum shipment value, temporary
off-site storage, with a sub-limit at least equal to
full replacement for maximum equipment value in
temporary off-site storage;
b) Pollution clean up and removal caused by fire,
lightning, aircraft impact, explosion, riot, civil
commotion, smoke, vehicle impact, windstorm, hail,
vandalism, or malicious mischief, leakage or accidental
discharge from automatic fire protective systems, under
said policy and for a sub-limit not less than $250,000;
c) extra expenses in an amount not less than $2,000,000;
d) Foundations and other property below the surface of the
ground
e) Expediting expenses with a sublimit of not less than
$5,000,000;
f) Unintentional errors and omissions of any Insured;
g) An endorsement with a marine 50/50 clause; and,
5
h) Damage to Existing Property with a limit of not less
than $5,000,000
2) The policy is to insure electrical transmission lines and
equipment within the premises of the insured work or within
one thousand feet thereof or while in the course of
construction or installation to the extent Owner or Contractor
has an insurable interest.
3) The policy shall be non-cancellable by the insurer, except for
non-payment of premium (for which at least 10 Days written
notice will be provided to Owner and Contractor for
non-payment of premium).
4) The builder's all-risk coverage shall not contain an exclusion
for physical loss or damage ensuing or resulting from
freezing, mechanical breakdown, loss or damage covered under
any guarantee or warranty, or resultant damage caused by
faulty workmanship, design or materials.
5) Builder's risk insurance coverage shall remain in effect until
the passage of risk of loss to Owner in accordance with
Article 8.2 of the Agreement.
6) The deductible for all such insurance shall not exceed:
a) $500,000 for losses directly arising from operational
testing of the combustion turbine and the steam turbine;
or,
b) $50,000 for losses or damage from all other perils
and/or causes.
Owner shall be responsible for any deductible obligation, if
any, which exceeds Contractor's deductible obligations set
forth in Section 6 above.
7) Coverage shall also be afforded to the property of others
should it be necessary. The all risk builders' risk policy
shall be written on a replacement cost basis and shall contain
an agreed amount endorsement waiving any coinsurance penalty.
The insurer shall waive any subrogation rights it may have
against any insured under the policy (other than a third party
architect/engineer) and where waiver is in writing prior to a
loss. Contractor, including any associated or affiliated
company(ies) of Contractor shall not be subrogated by the
insurer for damage arising from performance of professional
services, caused by error or omission. Under such policy,
occupancy and operation of the Facility is permitted prior to
acceptance by Owner, after completion.
6
X. Xxxxx in Start-up
As an extension of the coverages set forth in Section 6.A or as a
separate policy(ies), the Owner, at its sole cost and expense, shall
maintain delay in start-up insurance covering continuing expenses
and debt service resulting from delays in Substantial Completion
resulting from:
o physical loss or damage to the Facility during construction or
testing;
o loss or damage to equipment while in transit; or
o loss or damage to equipment while in storage away from the
site.
1) As respects Contractor's interests, Contractor, including each
entity comprising the Contractor and their respective
affiliated and/or associated companies, shall be included as
Named Insured under the delay in opening coverage.
2) This extension or separate policy shall have a period of
indemnity of no less than twelve (12) months (or such other
period as mutually agreed between Owner and Contractor), with
a maximum aggregate limit of not less than $35 million for a
twelve month period.
3) Such extension or separate policy may be subject to
deductibles not to exceed thirty-(30) Days' delay.
4) Delay coverage is extended for expenditures that are necessary
to reduce any insured loss of income, projected loss of
earnings and continuing expenses plus debt service of Owner
caused by damage or loss which occurs during the policy to any
property required to be insured in subsection A. above,
including contingent loss as a result of damage or destruction
of key equipment in transit (whether inland or ocean marine
transit) or while completed and in temporary offsite storage
at any premises, including the manufacture.
5) The policy covering delay in opening coverage shall not
contain any exclusion or provision offsetting amounts payable
under the policy to any insureds by any amounts otherwise
payable to the insured for delay in opening under the
Agreement, including, but not limited to Contractor's
obligations to Owner for liquidated damages due to delay.
6) The delayed opening coverage shall insure, without limitation,
delay due to loss or damage covered by a guaranty or warranty
caused by an insured peril.
7) The delayed opening coverage shall remain in effect until the
earlier of:
7
a) passage of risk of loss to Owner in accordance with
Article 8.2; or
b) termination of the Agreement;
provided, however, that the applicable period of indemnity
under such policy shall not be terminated by the expiration or
cancellation of the policy with respect to losses payable
hereunder in direct consequence of the insured physical loss
or damage occurring prior to such expiration or cancellation.
Contractor shall make every reasonable effort to protect any
Equipment subject to ocean transit against risk of loss or damage.
This protection may be provided by the terms of delivery of such
Equipment from Subcontractors, or by Contractor-provided insurance.
Delay in opening cover shall protect Owner and Contractor against
delay in opening from any conveyance to the jobsite, including, but
not limited to ocean cargo and air transit, with deductibles not to
exceed 30 Days.
C. Commercial General Liability Insurance
Owner shall maintain third party liability insurance covering
Owner's legal liability to others as a result of bodily injury,
property damage and personal injury arising from the construction,
use, operation and maintenance of the Facility. Such policy shall be
written on an occurrence basis with a limit of liability of
$1,000,000. Coverage shall include, but not be limited to, premises
operations, explosion, collapse, and underground hazards, broad form
property damage, blanket contractual liability, and personal injury
liability.
D. Excess/Umbrella Liability Insurance
Owner shall maintain Umbrella Liability insurance written on an
occurrence basis and providing coverage limits in excess of the
primary limits. The limit of such umbrella coverage shall not be
less than $10,000,000 on a follow form basis.
Owner shall not request or acquiesce to any material alteration to any of
the insurance coverages required to be maintained by Owner and shall give
Contractor prompt notice of any material alteration to any of such
insurance coverages, but in no event later than five (5) Days after it
learns of such material alteration.
7. PROPERTY INSURANCE-LOSS ADJUSTMENT.
Any insured loss provided by Owner thereunder shall be adjusted with Owner
and Contractor and made payable to Owner and Contractor as their interests
may appear, subject to any applicable mortgagee clause.
8
PART III - GENERAL
8. WAIVER OF SUBROGATION
All insurance policies supplied by any party hereunder shall include a
waiver by the insurers of any right of subrogation against any other party
under such insurance policies and of any right of the insurers for
counterclaim or any other deduction, whether by attachment or otherwise,
in respect of any liability of either party.
9. NO EFFECT ON LIABILITY
The requirement that Contractor or Owner furnish certain minimum insurance
coverage is not to be interpreted as in any way limiting the liability of
Contractor, or Owner as the case may be, nor does either party, by
furnishing or requiring evidence of certain minimum insurance, assume, or
intend to assume, any liability that it would not otherwise have in the
absence of such a requirement.
9
EXHIBIT P
List of Approved Subcontractors
======================================================================================================
MAJOR EQUIPMENT SUPPLIERS AND SUBCONTRACTORS
------------------------------------------------------------------------------------------------------
EQUIPMENT VENDOR
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
Air Dryers Zum
Lectrodryer
Xxxxxxxx
Pneumatic Products Corp.
------------------------------------------------------------------------------------------------------
Air Compressors Sull-Air
Ingersoll-Xxxx
Xxxxxxx Denver
Atlas Copco
Joy
------------------------------------------------------------------------------------------------------
Architectural X.X. Xxxxxx
------------------------------------------------------------------------------------------------------
Batteries & Chargers Exide
GNB
CND
Solidstate Controls
Alcad
Saft-American
------------------------------------------------------------------------------------------------------
Boiler Feed Pumps Goulds Pumps, Inc.
Ingersoll-Dresser
KSB Pumps, Inc.
Xxxxx Xxxxxxx
Sulzer Xxxxxxx
------------------------------------------------------------------------------------------------------
Building Construction Xxxxxxxxx
PSI
Xxx Xxxxxxxx Corp.
XX Xxxxx & Sons
Hill Brothers
Four F Corp.
------------------------------------------------------------------------------------------------------
Bus Duct Xxxxxxx Control Power Limited
Delta-Unibus
CPC
Square D
ABB Power T&D, Inc.
-1-
EXHIBIT P
List of Approved Subcontractors
======================================================================================================
MAJOR EQUIPMENT SUPPLIERS AND SUBCONTRACTORS
------------------------------------------------------------------------------------------------------
EQUIPMENT VENDOR
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
Chemical Cleaning GE-Canada
Rust Industrial Cleaning
Hydrochem
Xxxxx Energy Services & Technology
Astro Pak Corporation
Site Management Services
International
------------------------------------------------------------------------------------------------------
Chemical Feed Equipment Xxxxxxx March Systems
Sentry
CEGELEC
Waters
------------------------------------------------------------------------------------------------------
Chrome Piping Tioga
Von-Leeuwen
Consolidated
Xxxxxx Supply
------------------------------------------------------------------------------------------------------
Circulating Water Pumps Xxxxx Xxxxxxx Goulds
Ingersoll Dresser CBI
Xxxxx Xxxxxxx (BWIP)
------------------------------------------------------------------------------------------------------
Combustion Turbine Gen. Westinghouse
------------------------------------------------------------------------------------------------------
Concrete Supply Batesville Concrete Products, Inc.
Panola Ready Mix
------------------------------------------------------------------------------------------------------
Condensate Pumps Sulzer Xxxxxxx Goulds
Ingersoll Dresser
Xxxxx Xxxxxxx (BWIP)
KSB
Peerless
-2-
EXHIBIT P
List of Approved Subcontractors
======================================================================================================
MAJOR EQUIPMENT SUPPLIERS AND SUBCONTRACTORS
------------------------------------------------------------------------------------------------------
EQUIPMENT VENDOR
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
Continuous Emissions Xxxxxxxx
Monitoring System Westinghouse Columbia Scientific
Thermo-Electron Spectrum
Horiba Shamrock
------------------------------------------------------------------------------------------------------
Condenser KVB
Xxxxxx Xxxxxxx Energy Corp.
Ecolaire
Senior
Yuba
Holtec
Xxxxxx
------------------------------------------------------------------------------------------------------
Control Valves/Steam Conditioning Xxxxxx Dresser
Desuperheaters Xxxxx Vulcan
Valtek
Masonellan
Yarway
------------------------------------------------------------------------------------------------------
Cooling Tower BIG
Marley
Ecodyne
BAC-Xxxxxxxxx
Xxxxx
Zum-Xxxxxx-Xxxx
Thermal Dynamic Cooling Tower
------------------------------------------------------------------------------------------------------
Demineralizer Equipment Xxxxxx Water
Xxxxxxxxxx & Xxxxx
Xxxxx Water Conditioning
Aquatech
U.S. Filter
------------------------------------------------------------------------------------------------------
Distributed Control System Xxxxxx Controls
Westinghouse
Foxboro Company
Honeywell
------------------------------------------------------------------------------------------------------
Engineering Black & Xxxxxx
-3-
EXHIBIT P
List of Approved Subcontractors
======================================================================================================
MAJOR EQUIPMENT SUPPLIERS AND SUBCONTRACTORS
------------------------------------------------------------------------------------------------------
EQUIPMENT VENDOR
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
Field Erected Tanks RECO Constructors Columbia Tank
Pitt-Des Moines, Inc. Xxxxxx
Titan Fabricators
CBI Na-Con, Inc.
Xxxxx-Minneapolis Tank
Buffalo Tank Corp.
National Steel Erection
Advance Tank
------------------------------------------------------------------------------------------------------
Fire Protection Xxxxxx
X.X. Xxxxx, Inc.
Xxxxxxxx Fire Protection
Automatic Sprinkler Corp.
Xxxxxx X. Xxxx
------------------------------------------------------------------------------------------------------
Fire Water Pumps Xxxxxx
Xxxxxxxxx Xxxxxx
Xxxxxxxxx
Xxxxxxxx Pump
ITT A-C Corp.
------------------------------------------------------------------------------------------------------
Heat Recovery Steam Gen. Deltak Corp.
Nooter/Xxxxxxx Cogen Systems, Inc.
ABB/XX
X. Xxxx Co.
Xxxxxx Xxxxxxx
------------------------------------------------------------------------------------------------------
Heavy Haul Equipment X.X. Xxxxxx
American Heavy Rigging and Hauling
Xxx X. Xxxxxx
Xxxxxxxx Xxxxx and Rigging
Xxxxxxxx
------------------------------------------------------------------------------------------------------
Insulation X.X. Xxxxxx
The Young Group
Insulation & Refractories Services
------------------------------------------------------------------------------------------------------
Miscellaneous Pumps Goulds
Ingersoll Dresser
Peerless
Xxxxx Xxxxxxx
Aurora
-4-
EXHIBIT P
List of Approved Subcontractors
======================================================================================================
MAJOR EQUIPMENT SUPPLIERS AND SUBCONTRACTORS
------------------------------------------------------------------------------------------------------
EQUIPMENT VENDOR
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
Miscellaneous Electric Equip. Westinghouse Controlled Power
(Incl. Switchgear, Breakers, MCC) Square D PowerCon Corp.
ABB Power Dist. Toshiba International Corp
General Electric Central Electric
Siemens HV Sales
------------------------------------------------------------------------------------------------------
Painting X.X. Xxxxxx or "LATER"
------------------------------------------------------------------------------------------------------
Pipe Fabrication IPS
Interpro Fabricators
The Xxxx Group
BendTec
------------------------------------------------------------------------------------------------------
Pipe Supports Lisega
Basic Engineering
Xxxxxxxx
------------------------------------------------------------------------------------------------------
Heat Exchangers Xxxxxx Manufacturing Xxxxxxx (Xxxx)
Yuba Heat Transfer Bos Xxxxxx
Alfa-Laval
Trantor
APV
------------------------------------------------------------------------------------------------------
Power Transformers ABB Power T&D Co.
Xxxxxxxx-Xxxxxxx General Electric
Magnetek
North American Trans.
Siemens
Virginia Transformers (For Aux
Transformers Only)
------------------------------------------------------------------------------------------------------
Pre-Engineered Buildings Standard Inc. Structures Corp.
United Structurers of America
Parkline, Inc. Steelox
Inland Building Inland
Xxxxxx Mid-West Steel
Xxxxx-Xxxxxx Xxxxxx
Star Building Systems Chief
United Steel Structures
-5-
EXHIBIT P
List of Approved Subcontractors
======================================================================================================
MAJOR EQUIPMENT SUPPLIERS AND SUBCONTRACTORS
------------------------------------------------------------------------------------------------------
EQUIPMENT VENDOR
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
Rebar Fabrication American Steel Company or "LATER"
------------------------------------------------------------------------------------------------------
SCR Joy-Kawasaki
Mitsubishi
Hitachi
Englehard
Peerless
------------------------------------------------------------------------------------------------------
Sitework X.X. Xxxxxx or "LATER"
------------------------------------------------------------------------------------------------------
Steam Turbine Generator ABB
------------------------------------------------------------------------------------------------------
Steel AFCO Steel Smi-Xxxx
Xxxxx Steel Company Federal Steel Supply
Steel Fabricators of Monroe Qualico
Xxxxx Iron & Steel Co.
Shelby Steel Fabricators
------------------------------------------------------------------------------------------------------
UPS SCI
Custom Power Systems
Constant Power Manufacturing Co.
Solidstate Controls, Inc.
------------------------------------------------------------------------------------------------------
Valves - Butterfly Keystone
Xxxxx
Xxxx
Centerline
-6-
EXHIBIT P
List of Approved Subcontractors
======================================================================================================
MAJOR EQUIPMENT SUPPLIERS AND SUBCONTRACTORS
------------------------------------------------------------------------------------------------------
EQUIPMENT VENDOR
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
Valves - Forged Steel Xxxx
Xxxxxx
Xxxxxxx
Xxxxx Yarway
------------------------------------------------------------------------------------------------------
Valves - General Service Cast Steel Crane Pacific
Xxxxxx
Newco
Velan
------------------------------------------------------------------------------------------------------
Valves - HP Cast Steel Xxxxx
Xxxxxx and Xxxxxxx
Dresser
Crane Pacific
Xxxxxxx
------------------------------------------------------------------------------------------------------
Water Treatment Equipment U.S. Filter Glegg
Xxxxxx Water
Xxxxxxxxxx Xxxxx
AquaTech
Infilco Degremont
------------------------------------------------------------------------------------------------------
Water Quality Control System Xxxxxxx March Systems
Sentry
CEGELEC
Waters
------------------------------------------------------------------------------------------------------
-7-
EXHIBIT Q
PLANS/SPECIFICATIONS
1.0 GENERAL
This Exhibit describes the minimum requirements regarding Contractor's
preparations of the plans and specifications for design, construction, startup,
testing, and operator training of the Facility.
2.0 DESIGN PLANS AND SPECIFICATIONS
The Contractor shall provide to Owner all documents indicated in Table Q-1 of
this exhibit. The submittal of documents shall be in general accordance with the
detailed schedule to be developed by the Contractor as part of the initial
design process for the project. The Owner shall have the right to approve all
documents in the table listed as "approval" and shall have the right to provide
comments on all documents listed as "information." The following subsections
provide detailed requirements for various documents to be developed by the
Contractor.
2.1 Project Instruction Manual or Memorandum
The Contractor shall prepare and submit a Project Instruction Manual or
Memorandum which defines the following items for the project:
(1) Project correspondence and documents shall be addressed to Owner and
the Independent Engineer as follows:
Owner: Independent Engineer:
Later Later
Attention: Later Attention: Later
(2) Document Distribution
(3) Project File Index System
(4) Drawing Numbering System
(5) Specification Numbering System
2.2 Project Design Manual
In the initial stages of the project, the Contractor shall develop and submit a
Project Design Manual which will define the design criteria for the Facility.
Contents of the Project Design Manual shall include the following items as a
minimum:
o Design Criteria for each Engineering Discipline.
o Results of the Site Subsurface Investigation.
--------------------------------------------------------------------------------
LS Energy Limited Exhibit Q
Batesville Generation Facility Page 1 of 7 7/6/98
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
TABLE Q-1
CONTRACTOR DOCUMENT SUBMITTALS
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
Document Submittal Item Number of Copies Owner Review
------------------------------------------------------------------------------------------------
Project Submittal Index Approval
Progress Reports Information
Schedules Information
Overall EPC Schedule Information
Procurement Bid/Award/Delivery Schedule Information
Factory Test/Inspection Schedule Information
Short-term Look Ahead Construction Schedule Information
Short-term Look Ahead Startup Schedule Information
Project QA/QC Design and Construction Manual Information
Project Design Manual Approval
Project Instruction Manual or Memorandum Information
Engineering Drawings and Purchase Specifications
Site Arrangement Drawing Approval
Plant Arrangement Drawing Approval
P&IDs Approval
Electrical One-Line Drawings Approval
Control System Logic Diagrams Approval
Control Room, Office, and Warehouse Layout Approval
Plant Communication Drawings (for telephone locations) Approval
Construction Issue Drawings Information
Equipment Fabrication and Shipping Reports Information
Equipment Factory Test Reports Information
Vendor Shop Drawings Information
Engineering Change Notices Information**
Field Change Notices Information**
Construction Safety Manual Information
Material Safety Data Sheets Approval
Construction Test Procedures Information
Construction Test Records Manual Information
Subsystem Startup Turnover Packages Approval
Startup Manual Approval
Startup Testing Procedures Approval
Startup Test Records Manual Approval
Acceptance Test Procedure Approval
System Descriptions (Part of Project Design Manual) Information
Integrated Facility Operating Manual Approval
Instruction Manuals Information
O&M Training Program Manual Approval
Notes:
** Approval will only pertain to contract change orders.
--------------------------------------------------------------------------------
LS Energy Limited Exhibit Q
Batesville Generation Facility Page 2 of 9 7/6/98
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
TABLE Q-1 (CONTINUED)
CONTRACTOR DOCUMENT SUBMITTALS - AS BUILT DRAWINGS AND INFORMATION LISTS
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
CIVIL STRUCTURAL
Site Arrangement & Topography
Site Grading and Drainage, Fencing, Site Yard Utilities
Foundations-Generation-Area
Structural Steel & Framing
ELECTRICAL/CONTROL
Overall One-Line Diagram
One-Line Diagrams
Metering and Relaying One-Line Diagrams
BOP One-Line Diagrams
Metering and Relaying Three-Line Diagrams
BOP Three-Line Diagrams
Panelboard Diagrams
Vital AC&DC One-Lines
Schematic Diagrams
Circuit and Raceway List
MECHANICAL DRAWINGS
Plant Arrangement Drawings
Piping and Instrument Diagrams
Pipeline List
Valve List
Equipment List
Accessory Equipment List
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
LS Energy Limited Exhibit Q
Batesville Generation Facility Page 3 of 9 7/6/98
o Contractors equipment numbering methods.
o Summary of the facilities design systems and their associated system
codes.
o System descriptions, including system functions.
o Electric utility interface requirements (provided by LSP).
o Architectural finish (paint colors, floor/wall/ceiling, treatments).
o Water/mass balances.
o Cycle heat balances (heat balances should be at various ambient
temperatures, natural gas, and various operating points).
2.3 Project Submittal Index
The Contractor shall develop a project submittal index that will list all
documents and drawings to be provided to the Owner. The document shall include
numbers, titles, revision numbers, and dates (actual and expected) to aid in
monitoring the progress of such submittals. The initial index shall be provided
to the Owner with the third Progress Report. The document shall be revised with
each progress report. This will serve to keep current the status of all
documents and drawings.
2.4 Status Reports
The Contractor shall develop progress reports as defined in the EPC Agreement
for submittal to the Owner and the Independent Engineer. These progress reports
shall include the following information as a minimum:
o Project executives statement.
o Summary of major activities completed since the last status report.
o Summary of significant activities planned for the upcoming period.
o A description of the status of major equipment procurement and delivery.
o Identification of any safety accidents, events, and etc.
o List of any problem areas and a plan for correction.
o Updated project submittal index.
o Updated schedule (Bar Chart).
o Updated action item list (Note: this would be a summary of actions
discussed between Contractor and Owner on a more frequent basis).
o Updated contract status with list of approved and pending change orders.
2.5 Drawings
Submittal of drawings shall generally comply with the following guidelines:
o Vendor shop drawings shall be in sufficient detail to indicate the
kind, size, arrangement, and weights of each component.
o Engineering and vendor shop drawings shall be clearly marked with
the project name, Unit designation, contract number, and
Contractor's name.
--------------------------------------------------------------------------------
LS Energy Limited Exhibit Q
Batesville Generation Facility Page 4 of 9 7/6/98
o Drawing sizes shall be of standard dimensions (8.5xl1, 11x17, etc.).
Drawings shall be folded or rolled to 8.5x11 for submittal based on
Owner's preference. Folded drawings shall be folded in such a manner
that the title block is clearly visible.
2.6 Instruction Manuals
The Contractor shall provide instruction manuals for all Facility equipment. The
instruction manuals shall completely describe the unloading, storage,
installation, operation and maintenance of the equipment. These instruction
manuals shall be of sufficient detail to allow the Owner to monitor construction
and commissioning of the Facility as well as for operation and maintenance.
Minimum content to be included shall be as follows, as applicable for the
equipment:
o Specifications, test data, and performance curves.
o Description of the equipment.
o Pre-installation procedures.
o Installation procedures.
o Operating procedures.
o Maintenance instructions including preventive maintenance schedule.
o Inspection procedures.
o Troubleshooting guide.
o Fluid system schematics.
o Control logic diagrams.
o Electrical wiring diagrams Illustrated parts breakdown.
o Assembly drawings (approved for construction).
o Parts list with manufacturers numbers.
o Lubrication specifications.
o List of maintenance tools furnished with the equipment and required
for maintenance.
The instruction manuals shall be bound in heavy duty three ring binders.
2.7 System Descriptions
The system descriptions will be the final version of system design
specifications and descriptions that were developed for the project design
manual. This document shall be updated following the startup process to reflect
the as-built status of the Facility systems and equipment. The document shall
contain the as-built P&IDs and one-line Drawings (P&IDs and one-line drawings to
be included separately). The document shall contain such items as the system
function, major component descriptions, system description, basis of design and
control and instrumentation philosophy.
--------------------------------------------------------------------------------
LS Energy Limited Exhibit Q
Batesville Generation Facility Page 5 of 9 7/6/98
2.8 Integrated Facility Operating Manual
An Integrated Facility Operating Manual shall be developed that will provide the
Owner with a comprehensive set of instructions for operating the Facility. The
Integrated Facility Operating Manual shall present a logical sequence of
operator actions required to perform the following tasks: (1) place the entire
Facility and individual Units into service, (2) operate the plant (including
procedures for changing loads), and (3) to remove the Facility and/or operating
Unit from service. Major sections of the manual shall include: integrated
operating philosophy, system operating instructions, and overall Facility
startup and shutdown procedures.
2.8.1 System Operating Instructions
The system operating instructions section of the Integrated Facility
Operating Manual shall include detailed operating procedures for each
system in the Facility. These operating instructions shall include as a
minimum: (1) startup instructions for each system, (2) operating
instructions for normal operation of each system, (3) instructions for
system shutdowns, (4) list of all system safety functions.
2.8.2 Overall Facility Startup Procedures
The overall facility startup procedures section of the Integrated Facility
Operating Manual shall include the procedures required to start the entire
Facility and individual Units. These startup procedures shall include as a
minimum: (1) the auxiliary power required to support the various startup
profiles, and (2) a sequence of starting up the various systems in the
plant to support an organized and methodical startup.
2.9 Startup Manual
The startup manual shall contain all administrative and technical guidelines for
conducting the startup program and shall include the following as a minimum:
o Subsystem startup packages, including scoped drawings, cable and
raceway list, equipment list, and instrument list.
o Organization chart.
o Test and operating procedures preparation schedule.
o Startup summary schedule.
o Sample data sheets for instrument, relay and meter calibration,
electrical tests, mechanical systems tests, and construction and
startup sign-off sheets.
o Project safety clearance procedures.
o Equipment/system release and turnover.
o Administrative procedures related to startup activities, including
control of lifted leads and jumpers, test equipment calibration
design/set point change approval, and startup problem reports.
o Clearance and tagging procedures.
--------------------------------------------------------------------------------
LS Energy Limited Exhibit Q
Batesville Generation Facility Page 6 of 9 7/6/98
o Summary of equipment testing.**
o Summary of system testing. **
o Summary of functional testing. **
o Operational testing summary. **
o Work responsibility matrix for startup tasks.
o Description of contractor startup activities.
o Description of environmental compliance tests.
** Note: These items may be described in a narrative format of how the checkout,
startup, and commissioning tasks are carried out.
2.10 Subsystem Turnover Packages
The Contractor shall develop a subsystem turnover package for each startup
system. The subsystem turnover package shall contain all information and data
pertinent to the design, construction, and commissioning of a subsystem. The
information shall be contained in a heavy duty three ring binder and organized
to facilitate optimum access to the design documents and baseline test data
contained within the subsystem turnover packages.
Subsystem boundaries as defined on scoped project P&IDs and one-line drawings
which are used to develop subsystem turnover packages. System design drawings,
acquired equipment and system test data, and system deficiency lists compiled
jointly by the lead startup engineer and the startup manager shall be filed into
the respective subsystem packages for transmittal to the Owner.
Each subsystem turnover package shall contain a turnover control sheet. The
turnover control sheet shall have signature blocks which, when signed and dated,
shall signify the formal transfer of control and responsibility for a system
from the construction manager to the startup manager and from the startup
manager to the Owner.
The subsystem turnover packages shall contain the following:
o Table of Contents.
(A) Outline of contents.
(B) List of all subsystem components.
o Construction test data.
(A) Hydrostatic, pneumatic, and leak tests.
(B) Piping subsystem velocity flushes (procedures, flow paths,
acceptance criteria. and attested results).
(C) High potential and meggar tests.
(D) Initial equipment alignment, lubrication, and adjustment.
(E) Wiring integrity and continuity tests.
o Field equipment/subsystem commissioning data.
o Field equipment trial operation tests.
o System P&IDs with system boundaries marked.
o System control wiring diagrams.
--------------------------------------------------------------------------------
LS Energy Limited Exhibit Q
Batesville Generation Facility Page 7 of 9 7/6/98
o Circuit verification records provided.
o System logic diagrams (turned over separately).
o Subsystem punchlist.
3.0 OPERATOR TRAINING PLAN
The Contractor shall provide formal training and instruction for the Owner's
operating and maintenance personnel. The purpose of the training will be to
familiarize them with equipment/system design philosophy, operation, and routine
maintenance procedures of this Facility. Owner will provide operators familiar
with similar types of combined cycle plants. Lesson shall be developed from the
system descriptions, plant design documents, and vendor supplied equipment
documentation. The training program shall be conducted primarily in an on-site
classroom, supplemented with periodic trips to the field to closely examine the
installed equipment and trace system flowpaths. Applicable vendors shall provide
training on major systems and equipment.
The training program plan shall be based on the appropriate operating
instruction manuals and shall provide specific instructions in the design,
operations, and troubleshooting, of facility equipment. Specifically the program
plan shall include at a minimum:
o Detailed descriptions, including graphic handouts such as charts
and/or sketches, as applicable, or the system and attendant major
components.
o Instructions necessary for the normal startup, operation, and
shutdown of mechanical and electrical equipment, auxiliaries, and
accessories.
o Emergency procedures and unusual operations.
o Routine maintenance and troubleshooting.
o Safety procedures and precautions.
The training program agenda shall include as a minimum:
o Gas and Steam Turbine Operation
o Gas and Steam Turbine Maintenance
o Balance of Plant Systems
o HRSG Operations and Maintenance
o DCS Overview and Operations
Following the formal training program, the Contractor shall direct the Owner's
operating personnel to apply their skill through the active participation in the
normal startup and shutdown of systems and equipment. Specific exercises shall
include pre-operational valve and circuit breaker lineups,
--------------------------------------------------------------------------------
LS Energy Limited Exhibit Q
Batesville Generation Facility Page 8 of 9 7/6/98
pre-maintenance system and equipment isolation (including placement of safety
clearances), and normal operation of systems and equipment in all modes.
--------------------------------------------------------------------------------
LS Energy Limited Exhibit Q
Batesville Generation Facility Page 9 of 9 7/6/98
EXHIBIT R
OWNERS OBLIGATIONS
Date Required
Item After 1-Jul-98
--------------------------------------------- --------------
* Potable Water 13
* Municipal Sewage System 13
Wastewater Discharge 48
Electricity - Backfeed Power 61
Operating Personnel for Training 52
Cooling Tower for Chemicals 65
Lube Oil 61
Fuel Gas 73
Boiler Water Chemicals 65
Electricity - Accept Power Generated 75
Raw Water Supply **
* Potable water, Municipal sewage systems could be supplemented by:
- Portable Toilets
- Bottled Water
** Raw Water Supply Required for:
Week Approximate Usage
- Underground piping hydrostatic testing 39 150,000 Gallons
- Circulating Water pipe hydrostatic testing 46 100,000 Gallons
- Raw Water Tank Hydrostatic testing 48 750,000 Gallons
- Demineralized Water Tank Hydrostatic Testing 48 1,000,000 Gallons
- Flush of the underground water systems Until piping is clean for
usage
Later requirements for Raw Water Supply
- Demineralizer system in service 64
- Start Boiler hydrostatic testing 68
- Start Boiler Chemical Clean 71
- Site Fire protection in place 68
If potable water is required to be used instead of raw water supply
provisions may need to be made to increase flows or available quantities.
EXHIBIT S
REQUIREMENTS OF PROJECT AGREEMENTS
The following table is the understanding between Owner and Contractor regarding
the Contractor's commitment and/or the Facility's design capability to meet the
requirements referenced below as imposed upon Owner and/or the Facility under
the Power Purchase Agreements with Aquila Power Corporation and Virginia
Electric and Power Company and under the Interconnection Agreements with Entergy
and TVA. Capitalized terms used in the Power Purchase Agreements (and referenced
in this Exhibit S) shall have the meanings therein defined and defined at the
end of this Exhibit S unless otherwise noted in this table [Seller and Purchaser
as used in this Exhibit S shall not be related to any such term in Section 1.0
of the EPC Agreement]. Operational and maintenance requirements imposed after
Substantial Completion are riot the responsibility of Contractor.
Aquila Power Corporation
--------------------------------------------------------------------------------
1 PPA Section 4.3 (a)
Section #
All Net Electrical Output shall be measured at the
Electricity Metering Points and shall meet the
specifications set forth in Appendix E (Requirements of
Exhibit E below).
Appendix E
Electricity generated by the Dedicated Unit and
delivered to Purchaser shall be three (3) phase, 60
cycle, shall be at 161 kV.
--------------------------------------------------------------------------
Contractor/ The Facility will be designed to meet these
Facility requirements.
Compliance
--------------------------------------------------------------------------
Clarification Electrical Metering is not provided as part of the
Contractors Scope of Supply.
--------------------------------------------------------------------------------
2 PPA Section 5.1 (b)
Section #
Starting sixty (60) Days after the Effective Date,
Seller shall report to Purchaser, each Month, on the
construction status and completion schedule for the
Dedicated Unit and the Common Facilities. Such report
shall, at a minimum, provide a schedule showing items
completed and to be completed, the expected Commercial
Operation Date, and the estimated percent complete.
--------------------------------------------------------------------------
Contractor/ Section 3.13 of the EPC Agreement is deemed to satisfy
Facility this requirement.
Compliance
--------------------------------------------------------------------------
Clarification
--------------------------------------------------------------------------------
3 PPA Section 6.2 (d)
Section #
The Dedicated Unit shall be capable of operating within
a deviation band of +/- 1% during steady state operation
between 70% of Standard Capacity and the Contract
Capacity.
--------------------------------------------------------------------------
Contractor/ Compliance with Exhibit A is deemed to satisfy this
Facility requirement.
Compliance
--------------------------------------------------------------------------
Clarification
--------------------------------------------------------------------------------
1
--------------------------------------------------------------------------------
4 PPA Section 9.5
Section #
Purchaser desires to have remote access to devices wired
to Seller's Distributed Control System ("DCS") related
to the Dedicated Unit. Seller shall provide a
communications port from the DCS in order for Purchaser
to have remote (read-only) access to these DCS data
points.
--------------------------------------------------------------------------
Contractor/ The Facility shall be designed to meet this requirement.
Facility
Compliance
--------------------------------------------------------------------------
Clarification Contractor to provide interface in DCIS manufacturer's
standard format. RTU for interface to be by Owner.
--------------------------------------------------------------------------------
2
--------------------------------------------------------------------------------
5 PPA Section 11.1 (a)
Section #
Prior to or on the Commercial Operation Date, Seller
shall establish the Contract Capacity in accordance with
the procedures set forth in Appendix A. Seller shall
provide Purchaser with reasonable notice of and
opportunity to, attend each test of Contract Capacity.
Seller shall bear the costs and expenses of such annual
tests, provided that Purchaser shall be responsible for
any of its own costs or expenses incurred by it in
connection with monitoring or witnessing such tests.
Appendix A
Testing Procedures for Contract Capacity
This Appendix A defines the method for
determining Contract Capacity at reference conditions
of 95 degrees Fahrenheit and sixty percent (60%)
relative humidity (summer conditions) [and 59 degrees
Fahrenheit and sixty percent (60%) relative humidity
(winter conditions) tendered to the Purchaser pursuant
to the terms of this Agreement. [The previous comment
is stricken, as it does not apply to the Contractor].]
A. Requirement for Capability Test Procedure
A test shall be conducted prior to commercial
operation to determine the Contract Capacity. The test
shall be conducted in accordance with a test procedure
to be developed by the Facility contractor, which shall
incorporate all of the test criteria and requirements
specified in this Appendix A.
B. Development of Test Procedure
This procedure shall include, but not be
limited to, the following subjects: arrangement and
form of the test, log sheets, duration, readings to
be taken, instrumentation, and method of data
recording. Development of the test procedure shall
generally follow the guidelines contained in ASME
PTC 46, "Overall Plant Performance". [The annual
Capability Test is to be conducted at an ambient
temperature within 10 degrees Fahrenheit of rating
dry bulb temperature. Retests shall be conducted at
ambient conditions as close to rating conditions as
practicable. [The previous comment is stricken, as it
does not apply to the Contractor.]]
The following general guidelines shall be included
in the development of the test procedure for the
Dedicated Unit:
(a) The combustion turbine shall be subjected to a
full compressor and/or turbine cleaning prior to
conducting the test.
(b) All appropriate auxiliary equipment associated
with the Dedicated Unit shall be in service.
-------------------------------------------------------------------------------
3
--------------------------------------------------------------------------------
(c) Test data shall be collected with plant
instruments, except that Seller shall be allowed
to substitute test instrumentation for plant
instrumentation, provided that the test
instrumentation is of greater accuracy.
Determination of Net Electrical Output shall be
with the metering devices located at the
Electricity Metering Points indicated in Appendix
B. Ambient conditions at the time of running
capability tests shall be recorded so that
appropriate adjustments can be made when
establishing seasonal capabilities. Conditions to
be recorded are: dry-bulb temperature, wet-bulb
temperature, barometric pressure, and condenser
cooling water inlet temperature.
(d) For determination of Standard Capacity, duct
firing shall not be in service and the combustion
turbine shall be operated at its base load rating,
without steam injection.
(e) For determination of Supplemental Capacity,
duct firing shall be in service and the combustion
turbine shall be operated at its base load rating,
with steam injection.
(f) For determination of both Standard Capacity
and Supplemental Capacity, the combustion turbine
evaporative cooler shall be in service.
(g) The results of the tests shall be adjusted to
the Standard Capacity and Supplemental Capacity
reference conditions of 95 degrees Fahrenheit and
sixty percent (60%) relative humidity.
(h) Once steady state conditions have been
established, a two (2) hour performance test
shall be conducted divided into four (4) one-half
hour test periods, with the test results being
the average of the four test periods.
(i) Parameters affecting performance should be
held at steady state conditions during each of the
test periods.
[(j) When the total output of the Facilities is
reduced due to restrictions placed upon the
output of individual Units through the operation
of the Clean Air Act or similar legislation, then
the total of the individual Unit ratings shall not
exceed the modified Facilities capacity. [The
previous comment is stricken, as it does not apply
to the Contractor]
(k) The Fuel used during testing shall be the
general type expected to be used during peak load
conditions. [The previous comment is stricken, as
it does not apply to the Contractor]
(l) The Contract Capacity, Standard Capacity
and Supplemental Capacity shall each be determined
separately for each Unit at the Facility, except
that in the event multiple Unit capability at the
Facility is limited by Fuel limitations,
transmission limitations or other auxiliary
devices or equipment that is considered a Common
Facility, each Unit shall be tested
simultaneously and shall equally share in the
limitation. [The previous comment is stricken, as
it does not apply to the Contractor]]
-------------------------------------------------------------------------
Contractor/ All requirements above are deemed to be satisfied
Facility by compliance with Exhibit A of the EPC Agreement.
Compliance
-------------------------------------------------------------------------------
4
-------------------------------------------------------------------------------
Clarification Contractor shall be responsible for developing the test
procedure referenced in Exhibit A of the EPC Agreement.
-------------------------------------------------------------------------------
6 PPA Appendix C (b), (c), (f), (g)
Section #
Design Limits
The Design Limits for the Dedicated Unit shall be the
following:
(b) The minimum load for the Dedicated Unit
shall be equal to seventy percent (70%) of
Standard Capacity;
(c) The capacity to ramp in the range of
operations from minimum load to the maximum
Standard Capacity at an average rate shall
be equal to no less than five (5) MW per
minute ("Guaranteed Ramp Rate");
(f) The maximum time from Purchasers notice of
Start-Up to minimum load shall be as follows
("Guaranteed Start-Up Time"):
(i) If a Dedicated Unit has been out of
operation for less than forty-eight (48)
hours, it shall achieve minimum load within
one hundred and thirty (130) minutes
following Purchasers notice of Start-Up; and
(ii) If a Dedicated Unit has been out of
operation for more than forty-eight (48)
hours, it shall achieve minimum load within
two hundred and ten (210) minutes following
Purchasers notice of Start-Up; and
(g) The power factor of Net Electrical Output
from the Dedicated Unit shall be in the
range from 0.90 lagging to 0.95 leading.
-------------------------------------------------------------------------
Contractor/ Compliance with Exhibit A of the EPC Agreement is deemed
Facility to satisfy these requirements.
Compliance
--------------------------------------------------------------------------
Clarification The power factor of a Dedicated Units combustion turbine
generator and steam turbine generator, as determined at
the generator terminals, will meet the requirements of
0.90 lagging to 0.95 leading.
--------------------------------------------------------------------------------
5
Virginia Electric and Power Company
--------------------------------------------------------------------------------
1 PPA Section 4.4 (a)
Section #
All Net Electrical Output shall be measured at the
Electricity Metering Points and shall meet the
specifications set forth in Appendix F.
Appendix F
The specifications for the Net Electrical Output shall
be defined as applicable ranges for acceptable voltage,
frequency and power factor contained in the Entergy
Interconnection Agreement and the TVA Interconnection
Agreement. (Only to the extent that Entergy and TVA
Interconnection Agreement requirements are elsewhere
within this Exhibit S)
--------------------------------------------------------------------------
Contractor/ Compliance with this requirement is deemed to be
Facility satisfied by the requirements of the EPC Agreement.
Compliance
--------------------------------------------------------------------------
Clarification Electrical Metering is not provided as part of the
Contractor's Scope of Supply.
--------------------------------------------------------------------------------
2 PPA Section 5.3 (a).(i)
Section #
Seller shall provide to Purchaser from time to time the
following information with respect to the Dedicated
Units, the Common Facilities and the Lateral Pipeline:
(i) The notice to proceed for Commencement of
Construction and Monthly reports on the status of
construction through the final Commercial
Operation Date;
--------------------------------------------------------------------------
Contractor/ Compliance with this requirement is deemed to be
Facility satisfied by the requirements of the EPC Agreement.
Compliance
--------------------------------------------------------------------------
Clarification
--------------------------------------------------------------------------------
3 PPA Section 6.1
Section #
Automatic Generation Control. Each Dedicated Unit shall
be fully Dispatchable by and capable of automatic
generation control within the Design Limits and shall
operate on such control if so directed by Purchaser or
the Control Center on behalf of Purchaser. Purchaser, or
the Control Center on behalf of Purchaser, shall have
the sole discretion to Dispatch the Net Electrical
Output from each Dedicated Unit up to the Actual
Contract Capacity of such Dedicated Unit; provided that
Dispatch shall be consistent with the Design Limits and
(to the extent not inconsistent with the Design Limits)
Prudent Industry Practices and manufacturers' guidelines
and recommendations generally applicable to such
equipment; provided, further, that to the extent that
any Dedicated Unit, as constructed, can utilize a higher
ramp rate than the ramp rate included in the Design
Limits, Seller shall allow such Dedicated Unit to
operate with such higher ramp rate.
--------------------------------------------------------------------------
Contractor/ Compliance with this requirement is deemed to be
Facility satisfied by the requirements of the EPC Agreement.
Compliance
--------------------------------------------------------------------------
Clarification (1) This will only be allowed to the extent that the
units have pre-prepared for transition to steam
augmentation and other power augmentation.
(2) The Contractors scope of supply does not include the
remote terminal units (RTUs).
(3) The Contractor does not recommend the allowance of
remote operation which entails the starting or stopping
of combustion turbines, steam turbines, or HRSG duct
firing.
--------------------------------------------------------------------------------
6
--------------------------------------------------------------------------------
4 PPA Section 6.2 (e)
Section #
In the event that the steam turbine of a Dedicated Unit
is not available, Purchaser shall have the right to
Dispatch the gas turbine of such Dedicated Unit;
provided that: (i) such Dispatch shall be consistent
with manufacturers' guidelines, [Governmental Approvals
and Prudent Industry Practices, (ii) Section XII shall
not be applicable with respect to operation in such
mode, (iii) Purchaser shall reimburse Seller for any
additional costs associated with the Dispatch of the
gas turbine in this mode instead of the combined cycle
mode on the basis of actual cost but shall not exceed
110% of Seller's estimate of such additional costs,
provided that Seller shall notify Purchaser of the
estimated amount of any such additional costs prior
to any such Dispatch by Purchaser, and [The previous
comment is stricken, as it does not apply to the
Contractor]] (iv) such Dispatch shall be limited only
to extraordinary circumstances and shall not, in any
event exceed 40 hours per Contract Year.
--------------------------------------------------------------------------
Contractor/ Compliance with this requirement is deemed to be covered
Facility by Exhibit I, Scope of Services and Scope of Supply.
Compliance
--------------------------------------------------------------------------
Clarification
--------------------------------------------------------------------------------
5 PPA Section 8.6
Section #
Fuel Oil Alternative. It after the Effective Date, the
operation of the Facility becomes economically
infeasible due to the cost or availability of Fuel, but
operation of the Facility on fuel oil would present an
economically viable alternative, then Purchaser shall
have the option to require Seller to construct the
necessary modifications to the Facility to facilitate
operation of the Dedicated Units on fuel oil; provided
that in such a case, Purchaser shall hold Seller
harmless from all capital and incremental operation and
maintenance costs and performance impacts resulting from
such modifications; and provided, further, that any such
modifications shall be made in accordance with, and
subject to, (i) Prudent Industry Practices, (ii)
Governmental Approvals and (iii) manufacturers'
warranties and recommendations. Notwithstanding the
foregoing, Seller shall not be required to incorporate
the capability for fuel oil operation in the original
design or construction of the Facility. Seller shall
designate and set aside an appropriate area within the
Facility Site for fuel oil storage unloading and
handling sufficient to operate each Dedicated Unit at
the Committed Capacity for no less than 24 hours;
provided that Seller shall attempt to designate such
area in such a way as to maximize Seller's capacity to
store fuel oil at the Facility Site.
--------------------------------------------------------------------------
Contractor/ The Contractor has allowed space in the Facility layout
Facility provided area to accommodate fuel oil storage in
Compliance accordance with the above requirements. No other
Contractor provisions are included.
--------------------------------------------------------------------------
Clarification
--------------------------------------------------------------------------------
7
--------------------------------------------------------------------------------
6 PPA Section 11.1 (a)
Section #
Prior to or on the Commercial Operation Date of a
Dedicated Unit, Seller shall establish the Contract
Capacity for such Dedicated Unit in accordance with the
procedures set forth in Appendix B. [Each Dedicated
Unit shall thereafter be tested during each Contract
Year in accordance with the procedures set forth in
Appendix B to demonstrate its Contract Capacity. [The
previous comment is stricken, as it does not apply to
the Contractor]] Seller shall provide Purchaser with
reasonable notice of, and opportunity to, attend each
test of Contract Capacity. Seller shall bear the costs
and expenses of such annual tests, provided that
Purchaser shall be responsible for any costs or
expenses incurred by it in connection with monitoring or
witnessing such tests.
Appendix B
Capacity Testing Procedures
This Appendix defines the method for determining
Contract Capacity, Summer Condition Standard Capacity,
Summer Condition Supplemental Capacity, Actual Contract
Capacity, Standard Capacity and Supplemental Capacity
tendered to Purchaser pursuant to the terms of this
Agreement.
A test shall be conducted prior to the Commercial
Operation Date to determine the Contract Capacity. The
test shall be conducted in accordance with a test
procedure to be developed by the Facility contractor,
provided however that such procedure shall incorporate
all of the requirements contained in this Appendix. This
test procedure will be used as the basis for conducting
all subsequent tests to determine the Contract Capacity.
The Facility contractor shall also develop a
formula for adjusting the tested values to ambient
conditions of 95 degrees Fahrenheit and 60 percent
relative humidity for the purposes of determining the
Contract Capacity, Summer Condition Standard Capacity
and Summer Condition Supplemental Capacity and such
formula shall be consistent with formula provided by
such contractor to customers other than Seller for
similar equipment. This same formula shall also be used
to compute the Standard Capacity, Supplemental Capacity
and Actual Contract Capacity for the various ambient
conditions (in increments of 1 degree Fahrenheit and 1
percent relative humidity) rounded to the nearest whole
megawatt, using the most recent tested values for Summer
Condition Standard Capacity and Summer Condition
Supplemental Capacity; provided that after the
Commercial Operation Date Seller shall be allowed to
make refinements to the formula to improve its accuracy
based upon reasonable satisfactory evidence to Purchaser
that the model does not accurately predict actual plant
performance at various ambient conditions. Once the
formula described in this paragraph is developed by the
Facility contractor, such formula shall automatically
become an Appendix of this Agreement.
Testing Procedure Requirements
All tests for a Dedicated Unit shall be conducted
based upon the following:
The Contract Capacity test shall be a seven hour
test made up of the following three parts:
(1) The first three hours shall be a test to
determine the Summer Condition Standard
Capacity ("Standard Capacity Test").
--------------------------------------------------------------------------------
8
--------------------------------------------------------------------------------
(3) The three hour period following the one hour
period in (2) above shall be used to
determine the Summer Condition Supplemental
Capacity ("Supplemental Capacity Test").
The difference between the results of the
Supplemental Capacity Test and the Standard Capacity
Test (both tests corrected to 95 Degrees Fahrenheit and
60 percent relative humidity) shall be the Summer
Condition Supplemental Capacity (for that Dedicated
Unit). In no event shall the Summer Condition
Supplemental Capacity be greater than 20% of the Summer
Condition Standard Capacity.
- Test data shall be collected with plant
instrumentation. Determination of Net Electrical Output
shall be with the metering devices located at the
Electrical Metering Points indicated in Section 9.1(a).
- There shall be one hour between the Standard Capacity
Test and the Supplemental Capacity Test during which
time the duct burners and steam injection may be placed
in service. During the Supplemental Capacity Test the
duct burners shall be operated at no higher fuel flow
then they would be operated at during normal operation
and the steam injection flow rate shall be no higher
then would be used during normal operation.
- During all tests all appropriate auxiliary equipment
associated with the Dedicated Unit shall be in service
similar to how it would be operated under normal
non-test conditions. The auxiliary equipment should
include but not be limited to normal station service
electrical usage equipment, evaporative coolers, etc.
- During all tests the same control algorithm used
during normal Dispatch conditions shall be used. This
shall include normal inlet guide vane angle, compressor
discharge pressure, exhaust gas temperature and
coefficient for exhaust gas temperature.
- During the Standard Capacity Test, duct firing shall
not be in service and the combustion turbine shall be
operated at its base load rating without steam
injection.
- During the Supplemental Capacity Test, duct firing and
steam injection should be in service and the combustion
turbine shall be operated at its base load rating.
- The compressor inlet temperature, compressor discharge
pressure, exhaust gas temperature, duct burner fuel flow
and steam injection flow shall be recorded for each of
the test hours. This information shall be either
integrated average over each hour or recorded by the
distributed control system at least every 5 minutes and
averaged for each hour. The compressor inlet temperature
shall be measured in the inlet ductwork before the
evaporative coolers. This information shall be provided
to Purchaser.
- The Net Electrical Output shall be recorded for each
hour. This information shall be provided to Purchaser.
--------------------------------------------------------------------------------
9
--------------------------------------------------------------------------------
- The Net Electrical Output for each test hour shall be
corrected from the corresponding average hour compressor
inlet temperature to 95 Degrees Fahrenheit and 60
percent relative humidity using the correction formula
described above. The average of the three-test hour's
corrected Net Electrical Output for the Summer Condition
Standard Capacity shall be the new Summer Condition
Standard Capacity. The average of the three-test hours
corrected Net Electrical Output for the Supplemental
Capacity Test shall be that test's results.
- The new Summer Condition Supplemental Capacity shall
be the Supplemental Capacity Test result minus the
Standard Capacity Test results. The new Summer Condition
Standard Capacity and Summer Condition Supplemental
Capacity shall be effective on the next Day.
- All measurement and recording devices associated with
the Net Electrical Output, compressor inlet temperature,
compressor discharge pressure, exhaust gas temperature,
duct burner fuel flow and steam injection flow shall be
checked and calibrated at least annually and whenever
there is a reasonable belief that they are out of
calibration. Copies of the test and calibration data
shall be provided to Purchaser.
- Coordination of the testing shall be finalized in the
Operating Procedure.
--------------------------------------------------------------------------
Contractor/ All compliance with this section is deemed to be
Facility satisfied by compliance with Exhibit A of the EPC
Compliance Agreement.
--------------------------------------------------------------------------
Clarification (1) Contractor produces report as described in Exhibit A
of the EPC Agreement.
(2) No special instrumentation shall be supplied by
Contractor, other than specified in Exhibit A of the EPC
Agreement.
(3) No testing required other than that defined in
Exhibit A of the EPC Agreement.
(4) The requirement for formulas shall be satisfied by
formulas associated with the Contractor's correction
curves.
(5) No changes are required to the correction curves
following Acceptance Testing, unless correction curves
are found to be in error.
--------------------------------------------------------------------------------
7 PPA Section 21.15
Section #
Initial Design. Seller shall require the initial design
of each Dedicated Unit to have an expected Summer
Condition Standard Capacity of no less than 230 MW.
--------------------------------------------------------------------------
Contractor/ All compliance with this section is deemed to be
Facility satisfied by compliance with Exhibit A of the EPC
Compliance Agreement.
--------------------------------------------------------------------------
Clarification
--------------------------------------------------------------------------------
10
--------------------------------------------------------------------------------
8 PPA Appendix D-(c), (f)
Section #
(c) For the Standard Capacity, the capability to ramp up
from 70% of the Standard Capacity to 100% of the
Standard Capacity shall be at the rate of no less than
five MW per minute and to ramp down from 100% of the
Standard Capacity to 70% of the Standard Capacity shall
be at the rate of no less than five MW per minute. For
Supplemental Capacity the maximum time allowed to ramp
up from 100% of the Standard Capacity to 100% of the
Actual Contract Capacity shall be thirty minutes and to
ramp down from 100% of the Actual Contract Capacity to
100% of the Standard Capacity shall be thirty minutes;
(f) The maximum time from Purchasers Dispatch notice of
Start-Up to 70% of Standard Capacity shall be as
follows:
(i) if a Dedicated Unit has been out of operation
for less than 48 hours from breaker open, it shall
achieve 70% of the Standard Capacity within 130
minutes following Purchasers notice to Start-Up;
and
(ii) if a Dedicated Unit has been out of operation
for more than 48 hours from breaker open, it shall
achieve 70% of the Standard Capacity within 210
minutes following Purchasers notice to Start-Up.
--------------------------------------------------------------------------
Contractor/ Contractor compliance for this section is defined in
Facility Exhibit A of the EPC Agreement.
Compliance
--------------------------------------------------------------------------
Clarification
--------------------------------------------------------------------------------
11
Entergy Interconnection Requirements
--------------------------------------------------------------------------------
1 Section # 4.4 (b)
--------------------------------------------------------------------------
System Quality. Customer's Facility [and Customer
Interconnection Facilities [The previous comment is
stricken, as it does not apply to the Contractor]]
shall meet the specifications for voltage excursions
and voltage operating range, voltage flicker and
sinusoidal voltage or current waves as specified by
appropriate industrial guidelines consistent with Good
Utility Practice.
--------------------------------------------------------------------------
Contractor/ The requirements will be deemed to be satisfied by
Facility Exhibit I.
Compliance
--------------------------------------------------------------------------
Clarification
--------------------------------------------------------------------------------
12
TVA Interconnection Requirements
--------------------------------------------------------------------------------
1 Section # 6.5
...in no event shall the voltage schedule required the
Facility to be operated at a power factor outside the
range of 0.95 lagging to 0.95 leading.
--------------------------------------------------------------------------
Contractor/ The Facility will be designed to meet the this
Facility requirement.
Compliance
--------------------------------------------------------------------------
Clarification The power factor of a combustion turbine generator and
steam turbine generator, as determined at the generator
terminals, will meet the requirements of 0.95 lagging to
0.95 leading.
--------------------------------------------------------------------------------
2 Section # 8.4
The Facility Electrical Output delivered to TVA at the
Delivery Point shall be in the form of 3-phase,
alternating current at a frequency of approximately 60
hertz and a nominal voltage of 161,000 as defined in the
latest revision of ANSI C84.1 Standard for Electrical
Power Systems and Equipment - Voltage Ratings (60 Hz).
--------------------------------------------------------------------------
Contractor/ The Facility shall be designed to meet the above
Facility requirements.
Compliance
--------------------------------------------------------------------------
Clarification
--------------------------------------------------------------------------------
13
DEFINITIONS
The following terms when used in this Exhibit S shall have the meanings set
forth below.
AQUILA POWER CORPORATION
"Agreement" means this Power Purchase Agreement.
"Appendix" means an appendix attached to this Agreement.
"Commercial Operation Date" means the date on which the Dedicated Unit is
certified pursuant to Section 11.1 to begin commercial operations.
"Common Facilities" means the equipment of the Facility (other than the
Units) necessary for the generation and transmission of Net Electrical Output
from the Dedicated Unit.
"Contract Capacity" means the sum of the Standard Capacity and the
Supplemental Capacity as determined in accordance with Section 11.1. For
purposes of the Reservation Payment, Contract Capacity shall be adjusted to 95
degrees Fahrenheit and 60% relative humidity. This definition shall not restrict
Purchasers right to take all available capacity and associated energy of the
Dedicated Unit at the ambient conditions at the time.
"Contract Year" means the twelve (12)-Month period commencing on the
Delivery Start Date and each twelve(12)-Month period thereafter; provided,
however, that the final Contract Year shall be the period from the first Day of
such Contract Year through the Term of this Agreement.
"Control Center" means the generation control centers of TVA, Entergy or
any other control center, as may be designated in writing by Purchaser from time
to time as being the primary control center for the Dedicated Unit; provided
that such designation shall be reasonably acceptable to Seller.
"Day" means the 24-hour period beginning and ending at 12:00 midnight
(Central Prevailing Time).
"Dedicated Unit" means the designated Unit of the Facility, the Contract
Capacity and Net Electrical Output of which is dedicated to Purchaser pursuant
to this Agreement.
"Design Limits" means the parameters set forth in Appendix C.
14
"Dispatch" means the ability of the Purchaser to schedule and to control
the electrical output of the Dedicated Unit, through submittal of schedules, in
accordance with this Agreement.
"Dollars" or "$" means the lawful currency of the United States of
America.
"Effective Date" means the date of execution and delivery of this
Agreement by Seller and Purchaser.
"Entergy" means the Entergy Corporation and any of its subsidiaries
including Entergy Mississippi, Inc. and Entergy Services.
"Entergy Interconnection Agreement" means the Interconnection Agreement to
be between Seller and Entergy, providing for the construction and operation of
the Interconnection Facilities between the Facility and the Entergy System.
"Entergy System" means the transmission system of Entergy with a
substation located in Batesville, Mississippi, to be used by Purchaser for the
purpose of transmitting and distributing electricity generated by the Facility.
"Facility" means the natural gas fueled combined cycle electrical
generation plant consisting of three (3) combined cycle Units and having a total
output of approximately 800 MW, to be located in Batesville, Mississippi,
together with any additional facilities and materials, including any additions
or replacements thereof, to be constructed, supplied and delivered at the
Facility Site.
"Fuel" means natural gas, which is the fuel used by the Facility.
"Guaranteed Ramp Rate" has the meaning assigned to such term in Appendix
C.
"Guaranteed Start-Up Time" has the meaning assigned to such term in
Appendix C.
"Interconnection Agreements" means the TVA Interconnection Agreement and
the Entergy Interconnection Agreement.
"MMBtu" means million Btu.
"Month" means a period of Days beginning at Hour Ending 0100 (Central
Prevailing Time) on the first Day of a calendar month and ending at Hour Ending
2400 (Central Prevailing Time) on the last Day of the same calendar month. If
used in connection with a calendar year, a "Month" shall be a calendar month.
"MVAR" means megavolt-ampere reactive.
15
"MW" means megawatt.
"MWh" means megawatt-hour.
"Net Electrical Output" means, for any period, the net electric energy
output (measured in MWhs), and other services as described in Section 7.4, of
the Dedicated Unit delivered to Purchaser at the Interconnection Points pursuant
to Purchaser's Dispatch of the Dedicated Unit.
"Prudent Industry Practices" means any of the practices, methods,
standards and acts (including, but not limited to, the practices, methods and
acts engaged in or approved by a significant portion of the electric power
generation industry in the United States) that, at a particular time, in the
exercise of reasonable judgment in light of the facts known or that should
reasonably have been known at the time a decision was made, could have been
expected to accomplish the desired result consistent with good business
practices, reliability, economy, safety and expedition, and which practices,
methods, standards and acts generally conform to operation and maintenance
standards recommended by the Facility's equipment suppliers and manufacturers,
the Design Limits and applicable Governmental Approvals and Law.
"Standard Capacity" means the generating capacity of the Dedicated Unit at
full combustion turbine output without duct firing or steam injection. The
Standard Capacity shall be determined in accordance with Section 11.1 and
Appendix A. The Standard Capacity shall adjust with ambient conditions in
accordance with the actual capability of the Dedicated Unit.
"Start-Up" means the successful ignition of the Dedicated Unit pursuant to
a Dispatch order from Purchaser and the operation of the Dedicated Unit up to
its minimum load in accordance with the Design Limits.
"Supplemental Capacity" means any capacity of the Dedicated Unit in excess
of the Standard Capacity. Supplemental Capacity shall be determined in
accordance with Section 11.1 and Appendix A. Supplemental Capacity shall adjust
with ambient conditions in accordance with the actual capability of the
Dedicated Unit.
"TVA" means Tennessee Valley Authority, a Federal generation and
transmission utility.
"TVA Interconnection Agreement" means the Interconnection Agreement to be
between Seller and TVA, providing for the construction and operation of the
Interconnection Facilities between the Facility and the TVA System.
16
"TVA System" means the transmission system of TVA with a substation
located in Batesville, Mississippi, to be used by Purchaser for the purpose of
transmitting and distributing electricity generated by the Facility.
"Unit" means any of the three (3) gas fueled combined cycle electric
generating trains located at the Facility.
17
VIRGINIA ELECTRIC AND POWER COMPANY
"Actual Contract Capacity" means, as to a Dedicated Unit, the sum of the
Standard Capacity and the Supplemental Capacity of such Dedicated Unit.
"Agreement" means this Power Purchase Agreement and the Appendices hereto,
which are hereby incorporated herein by reference.
"Commencement of Construction" means the date on which Seller has issued
to its construction contractor an unrestricted notice to proceed for the
construction of the Facility for completion in accordance with the terms of the
construction contract between Seller and such contractor.
"Commercial Operation Date" means, as to a Dedicated Unit, the date on
which (a) Seller has achieved all Milestones listed in Section 3.1 for such
Dedicated Unit, (b) such Dedicated Unit is demonstrated, pursuant to Section
11.1, to meet and maintain the Minimum Dependable Capacity for at least eight
hours, and (c) Seller provides to Purchaser a certificate stating that
Commercial Operation Date has been achieved for such Dedicated Unit; provided
that the Commercial Operation Date for such Dedicated Unit shall occur no
earlier than April 1, 2000.
"Commercially Reasonable" or "Commercially Reasonable Efforts" means, with
respect to any purchase or sale or other action required to be made, attempted
or taken by a Party under this Agreement, such efforts as a reasonably prudent
business would undertake for the protection of its own interest under the
conditions affecting such purchase or sale or other action, including without
limitation, the amount of notice of the need to take such action, the duration
and type of the purchase or sale or other action, the competitive environment in
which such purchase or sale or other action occurs.
"Committed Capacity" means, as to a Dedicated Unit, a capacity of 283 MW.
"Common Facilities" means the equipment of the Facility (other than the
Units) necessary for the generation and transmission of Net Electrical Output
from the Dedicated Units including, but not limited to, control room, machine
shops, warehouse, parking, domestic water supply and waste disposal, switch
yards, electrical bus bars, Interconnection Facilities, natural gas supply lines
and headers.
"Contract Capacity" means, as to any Dedicated Unit, the sum of the Summer
Condition Standard Capacity and the Summer Condition Supplemental Capacity for
such Dedicated Unit; provided that the Contract Capacity for a Dedicated Unit
shall not, in any event, (a) be less than the Minimum Dependable Capacity or (b)
exceed the Committed Capacity.
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"Control Center" means the generation control center of TVA, Entergy or
Independent System Operator, as may be designated in writing by Purchaser from
time to time as being the primary control center for the Dispatch of the
Dedicated Units; provided that such designation shall be reasonably acceptable
to Seller.
"Dedicated Units" means the two Units of the Facility, as designated
pursuant to Section 4.1(a), the Actual Contract Capacity of each of which is
dedicated to Purchaser pursuant to this Agreement.
"Design Limits" means the parameters set forth on Appendix D.
"Dispatch" means the right of Purchaser or the Control Center on behalf of
Purchaser to schedule and to control the delivery of Net Electrical Output of a
Dedicated Unit in accordance with this Agreement. Any form of the term Dispatch
(e.g., "Dispatched" or "Dispatching") shall refer to the exercise of such right
by Purchaser.
"Effective Date" means the date of execution and delivery of this
Agreement by Seller and Purchaser.
"Entergy" means Entergy Mississippi, Inc.
"Entergy Interconnection Agreement" means the Interconnection Agreement
between Seller and Entergy, providing for the construction and operation of the
Interconnection Facilities between the Facility and the Entergy System.
"Facility" means the natural gas fueled electrical generation plant
consisting of three combined cycle Units and having a total output of
approximately 800 MW, to be located in Batesville, Mississippi, together with
the Common Facilities, including any additions or replacements thereof, to be
constructed, supplied and delivered at the Facility Site.
"Facility Site" means the approximately 60 acre parcel of land upon which
the Facility is located, in the Batesville Industrial Park in Batesville, Panola
County, Mississippi.
"Fuel" means natural gas, which is the primary fuel used by the Facility.
"Interconnection Agreements" means the TVA Interconnection Agreement and
the Entergy Interconnection Agreement.
"Interconnection Points" means the physical points at which the Facility
is connected with the Entergy System and the TVA System, as more fully described
in the Interconnection Agreements, or such other point as the Parties may agree.
"Law" means any statute, law, rule or regulation imposed by a Government
Agency, whether in effect now or at any time in the future.
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"Minimum Load" means, with respect to a Dedicated Unit, 70% of the
Standard Capacity of such Dedicated Unit.
"MMBTU" means million BTU.
"Month" means a calendar month.
"MW" means Megawatt.
"MWh" means megawatt-hour.
"NERC" means the North American Electric Reliability Council.
"Net Electrical Output" means, for any Dedicated Unit for any period, the
net electric energy output (as measured in KWhs at the Electricity Metering
Points) of such Dedicated Unit during such period.
"Prudent Industry Practices" means any of the practices, methods,
standards and acts (including, but not limited to, the practices, methods and
acts engaged in or approved by a significant portion of the electric power
generation industry in the United States) that, at a particular time, in the
exercise of reasonable judgment in light of the facts known or that should
reasonably have been known at the time a decision was made, could have been
expected to accomplish the desired result consistent with good business
practices, reliability, economy, safety and expedition, and which practices,
methods, standards and acts generally conform to operation and maintenance
standards recommended by the Facility's equipment suppliers and manufacturers,
the Design Limits and applicable Governmental Approvals and Law.
"Standard Capacity" means, for each Dedicated Unit, the generating
capacity of such Unit without duct firing or steam injection, as such capacity
is determined in accordance with Section 11.1 and Appendix B.
"Standard Capacity Test" has the meaning assigned to such term in Appendix
B.
"Start-Up" means, with respect to a Dedicated Unit, the ignition of such
Dedicated Unit pursuant to a Dispatch order and the operation of such Dedicated
Unit up to the Minimum Load; provided that for purposes of this Agreement, there
shall be deemed to be only one Start-Up per Dispatch order, unless delivery of
energy is delayed, terminated or reduced by Purchaser, a Dispatch order, a Force
Majeure Event or a Delivery Excuse.
"Summer Condition Standard Capacity" means the Standard Capacity adjusted
in accordance with Appendix B to ambient conditions of 95 degrees Fahrenheit and
60% relative humidity.
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"Summer Condition Supplemental Capacity" means the Supplemental Capacity
adjusted in accordance with Appendix B to ambient conditions of 95 degrees
Fahrenheit and 60% relative humidity.
"Supplemental Capacity" means, for each Dedicated Unit, any capacity of
such Unit in excess of the Standard Capacity achieved with duct firing or steam
injection, as such capacity is determined in accordance with Section 11.1 and
Appendix B.
"Supplemental Capacity Test" has the meaning assinged to such term in
Appendix B.
"TVA" means Tennessee Valley Authority.
"TVA Interconnection Agreement" means the Interconnection Agreement
between Seller and TVA, providing for the construction and operation of the
Interconnection Facilities between the Facility and the TVA System.
"Unit" means any of the three gas-fueled combined cycle electric
generating units of the Facility.
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