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Contract 52003
a CITY SECRUARY CONTRACT NO. CONTRACTOR SERVICES AGREEMENT TURBINE PARTS,REPAIRS AND SERVICES This CONTRACTOR SERVICES AGREEMENT("Agreement") is made and entered into by and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and EthosEnergy Light Turbines, LLC ("Contractor"), acting by and through its duly authorized signatory. Each entity may be referred to as a "party"and collectively referred to as the"parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: I. This Contractor Services Agreement; 2. Attachment "A" — The City's Invitation to Bid ("ITB") and its attachments and exhibits, specifically, ITB Attachment G,Detailed Scope of Services(except that,where those sections of Part III or Part IV of the ITB are specifically referenced or modified herein,those sections found in this Agreement control. In the case of other conflicting terms between Part III or Part IV of the ITB and this Agreement,this Agreement shall control.Attachments E,F and H of the ITB are omitted); 3. Attachment"B"--Contractor's response to ITB(as modified by the parties for the purposes of harmonizing terms and conditions between Attachment A and this Attachment B); and 4. Attachment"C"--Verification of Signature Authority Form. 5. Attachment"D"—Replacement Parts and Materials Price List The attachments referenced above are attached hereto and incorporated herein, and are made a part of this Agreement for all purposes.In the event of any conflict between the terms and conditions of the attachments and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. In the event of any conflict between Attachment A and Attachment B the requirements of Attachment B shall control. 1. SCOPE OF SERVICES. Services for this Agreement are in two distinct parts—Part I—Gas Turbine Exchange and Part 2 —Maintenance Services. Contractor hereby agrees to provide Part 1 gas turbine exchange and natural gas retrofits services; including on-site inspection of existing unit at the Village Creek Reclamation Facility, removal of existing unit and transportation to EthosEnergy Service Center, inspection of the removed unit, conversion of auxiliary systems from low BTU gas fuel to natural gas fuel, performance testing and transportation of exchanged unit to the Village Creek Water Reclamation Facility, and unpacking, installation and commissioning of the exchanged unit;and Part 2 Solar Taurus 60 turbine parts,repairs and services to include but not limited to annual inspections,on-site troubleshooting and repairs,offsite training, purchase of replacement parts and equipment, and possible other fuel system modifications on an "as needed"basis as specifically described in Attachments A and B. 2. TERM. This Agreement is effective as of the date subscribed below by both the City's designated Assistant City Manager and the Contractor's authorized signatory("Effective Date").The period of time between the Effective Date and September 30`x', 2019 is the"Initial Term"applicable herein only to Part 2 work. Both Part 1 and Part 2 will commence upon City issuing a Notice to Proceed. Work performed as outlined within Part l shall be completed within 49 calendar days from the date of the Notice to Proceed. Should there be UFFOCW RECORD Ethos Energy Light Turbines LLC Page 4 of 16 l Uff SEC aAwr Contractor Services Agreement w i e c WORyarig,rx n a delay in commissioning and startup of the exchanged Gas Turbine(as described in Attachment B)beyond the 49 calendar days, liquidated damages will be assessed in the amount of$1,000 per day. However, in no event shall such Liquidated Damages exceed 5% of the Total Pail I Amount($727,888.00), and shall be the Customer's sole and exclusive remedy for late delivery. Contractor is not responsible for any delays that maybe caused by the City,including Controls Modifications. Upon the expiration of the Part 2 Initial Term,this Agreement as to Part 2 shall renew automatically under the same terms and conditions for a one- year period("Renewal Period"). The September 30'x`following any term period(Initial or Renewal)of the following year shall be the date of contract expiration("Expiration Date"). Unless terminated as provided for herein, there may be up to four (4) automatic Renewal Periods (October I to September 30). Each Renewal Period is subject to funding availability. Either the City or Contractor may provide the other party with notice of non-renewal at least 60 days before the Expiration Date of any term. 3. COMPENSATION. City shall pay Contractor an amount up to$727,888.00 for Part 1 services performed in accordance with the unit prices and payment terms established in Contractor's bid contained in Attachment B and as further provided for herein("Part I Contract Amount"). City shall pay Contractor an amount up to$200,000.00 for Part 2 services performed in accordance with the unit prices and payment terms established in Contractor's bid contained in Attachment B and as further provided for herein("Part 2 Contract Amount').The Pail 2 Contract Amount shall not change in any subsequent renewal period, except as provided for in Attachment B. Contractor shall not perform any additional services or bill for expenses incurred that are not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Contractor not specified by this Agreement or added thereto in writing.City is not obligated to utilize the full Contract Amount in any term. Payment terms shall be as provided in Section 4.6 of Attachment B. 4. TERMCNATION. 4.1. Written Notice. City or Contractor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-appropriation of Funds. In the event no or insufficient funds are appropriated by City to fund any payments due hereunder, City will notify Contractor of such occurrence and this Agreement shall terminate on the Expiration Date of the term for which appropriations are available without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon i for which funds have been appropriated. 4.3 Duties and Obligations of the Pat-ties pursuant to Termination. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Contractor per the payment terms provided in Section 4.6 of Attachment B for all services or products to the extent completed up to the effective date of termination and Contractor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination (for the avoidance of doubt this shall entitle the Contractor to invoice for all costs incurred or committed up to the date or termination). I Upon termination of this Agreement for any reason, Contractor shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Contractor has i received access to City Information or data as a requirement to perform services hereunder,Contractor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. Ethos Energy Light Turbines LLC Page 2 of 46 Contractor Services Agreement S. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agrecinent. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Contractor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City("City Information")as confidential and shall not disc]ose any such information to a third party without the prior written approval of City. Notwithstanding the above, the restrictions stated above shall not apply to any such confidential information: a. which was generally available to the public at the time of disclosure or at any time thereafter; b. which was already known by the receiving party at the time of disclosure; c. which is independently developed by a party; or d. which becomes known to a party from a source other than the disclosing party without breach of any contractual obligation. 5.3 Unauthorized Access. Contractor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Contractor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Contractor agrees that City shall, until the expiration of three(3)years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Contractor involving transactions relating to this Agreement at no additional cost to City. Contractor agrees that City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section.City shall give Contractor i reasonable advance notice of intended audits, Such audit right shall not apply to any price records related , to work performed on a fixed price or lump sum basis. I 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Contractor shall operate as an independent Contractor as to all rights and privileges and work performed under this Agreement, and not as an agent,representative i or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor shall have the exclusive right to control the details of its operations and activities and shall be I solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subcontractors. Contractor acknowledges that the doctrine of respondeat Superior shall not apply as between City, its officers, agents, servants and employees, and Contractor,its officers,agents, employees, servants, Contractors and subcontractors. Contractor further agrees that nothing herein shall be construed Ethos Energy Light Turbines LLC Page 3 of 16 Contractor Services Agreement f as the creation of a partnership or joint enterprise between City and Contractor.It is further understood that City shall in no way be considered a co-employer or a joint employer of Contractor or any officers,agents, servants,employees or subcontractor of Contractor. Neither Contractor,nor any officers, agents,servants, employees or subcontractor of Contractor shall be entitled to any employment benefits from City. Contractor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents,servants,employees or subcontractor. 8. LIABILITY AND INDEMNIFICATION. Primary terms of liability and indemnification are found in the ITB at Part IV, See. 28 except that 28.2 shall be amended and restated as follows. 28.2 MEMNIFICATION - SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY, FOLD HARMLESS AND DEFEND THE CITY(ALSO REFERRED TO AS BUYER),ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS, AND ANY RESULTING LOST PROFITS)PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE OR INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS, SUBCONTRACTOR(S),SERVANTS OR EMPLOYEES. The City shall be responsible,for and shall hold harmless the Contractor from and against all claims, losses, damages,costs(including legal costs),expenses and liabilities to the extent of a. the City not having an absolute title to any products provided as part of the Gas Turbine Exchange or the City's failure to discharge any liens, charges, claims or encumbrances in respect of the Gas Turbine Exchange; b. the use, operation, possession, ownership of the Gas Turbine Exchange equipment by the City, prior to title to the Gas Turbine Exchange equipment passing to the Contractor in accordance with this clause; c. in the event the City permits the Outgoing Exchange Unit to be used or purchased by any third party, death, illness of or injury to any officer, employee, servant or agent, and loss or damage to,that third party. CONSEQUENTIAL DAMAGES AND LIMITATION OF LIABILITY NOTWITHSTANDING ANY RULE OF LAW TO THE CONTRARY OR ANY OTHER PROVISION IN THESE TERMS AND CONDITIONS OR RESULTING AGREEMENT, AND REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, INCLUDING I CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, BREACH OF WARRANTY, INDEMNITY, OR OTT-IERWISE: WHETHER CAUSED BY THE SOLE NEGLIGENCE OF THE ALLEGEDLY RESPONSIBLE PARTY OR ANY OTHER CAUSE WHATSOEVER: i a. NEITHER PARTY NOR ANY OF THEIR PARTNERS, MEMBERS, AGENTS, SUBCONTRACTORS OF ANY TIER, VENDORS, DIRECTORS, OFFICERS OR EMPLOYEES SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, PUNITIVE, INCIDENTAL, OR INDIRECT LOSS OR DAMAGE, ' INCLUDING,BUT NOT LIMITED TO,LOSS OF PROFITS OR REVENUE,LOSS OF USE OF A POWER SYSTEM, COST OF CAPITAL, COST OF PURCHASED OR REPLACEMENT POWER, OR FUEL COST DIFFERENTIAL, OR CLAIMS FROM Ethos Energy Light Turbines LLC Page 4 of 16 Contractor Services Agreement END-BUYERS;ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF CAUSE, AND EVEN IF CAUSED BY THEIR SOLE, JOINT, COMPARATIVE, CONTRIBUTORY OR CONCURRENT NEGLIGENCE, FAULT, STRICT LIABILITY OR PRODUCT LIABILITY,AND REGARDLESS OF THE FORM OF ACTION, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY, INDEMNITY, STATUTE, STRICT LIABILITY OR OTHERWISE. b. SUBJECT TO CONTRACTOR'S WARRANTY OBLIGATIONS PURSUANT TO SECTION 25 FOR SERVICES PERFORMED AND PRODUCTS DELIVERED, CONTRACTOR SHALL NOT BE LIABLE FOR ANY LOSS,DAMAGE,OR EXPENSE ARISING FROM ITS FAILURE TO DISCOVER OR REPAIR LATENT DEFECTS OR DEFECTS INHERENT IN THE DESIGN OF EQUIPMENT; c. CONTRACTOR SHALL NOT BE LIABLE FOR ANY LOSS;DAMAGE,OR EXPENSE ARISING FROM ANY ADVICE, RECOMMENDATIONS, OR ASSISTANCE PROVIDED TO CITY,BUT NOT REQUIRED BY THIS AGREEMENT;AND d. WITH THE EXCEPTION OF LIQUIDATED DAMAGES AS PROVIDED FOR HEREIN, CONTRACTOR'S TOTAL AGGREGATE LIABILITY WITH RESPECT TO THE PRODUCTS AND SERVICES OR IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE PAYMENTS RECEIVED BY COMPANY FROM CITY UNDER THE CONTRACT AND CITY RELEASES CONTRACTOR FROM ANY AND ALL LIABILITIES IN EXCESS OF THE CONTRACT PRICE. INTELLECTUAL PROPERTY INDEMNIFICATION — To the extent it is applicable, Contractor agrees to defend, settle,or pay, at its own cost and expense,any claim or action against City for infringement of any third party patent, copyright, trade marls, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City provides, specifies, modifies or misuses the software and/or documentation. So long as Contractor bears the cost and expense of payment for claims or actions against City pursuant to this section, Contractor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement,negotiations,or lawsuit as necessary to protect City's interest at City's cost, and City agrees to cooperate with Contractor in doing so. In the event City,for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Contractor shall fully participate and cooperate with City in defense of such claim or action. City agrees to give Contractor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Contractor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined ; or restrained or, if as a result of a settlement or compromise, such use is materially adversely t restricted, Contractor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing,provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non- infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Contractor terminate this Agreement, and refund 1 i I E=thos Energy Light Turbines LLC Page 6 of 16 Contractor Services Agreement all amounts paid to Contractor by City,subsequent to which termination City may seek any and all remedies available to City under law. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Contractor shall not assign any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment,the assignee shall execute a written agreement with City and Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. Contractor and assignee shall be jointly liable for all obligations of Contractor under this Agreement prior to the effective date of the assignment unless otherwise agreed. 9.2 Subcontract. If Contractor intends to engage a subcontractor(s)to perform any of its onsite service obligations herein, subcontractors) shall agree to be bound by the duties and obligations of Contractor under this Agreement as such duties and obligations may apply. Contractor shall, upon request, provide City with a fully executed copy of any agreement malting such subcontract. 14. INSURANCE. Contractor shall provide City with certificate(s)of insurance documenting the existence of policies of the types and minimum coverage limits to be in effect as provided for in Article III, Sections 8.0 and 9.0 of the ITB, as revised,prior to commencement of any work pursuant to this Agreement: it. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS. Contractor agrees that in the performance of its obligations hereunder, it shall comply with all ; applicable federal, state and local laws, ordinances,rules and regulations and that any work it produces in ! connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances,rules and regulations.If City notifies Contractor of any violation of such Iaws,ordinances,rules or regulations, Contractor shall immediately desist from and correct the violation. Contractor shall also abide by all specific laws, ordinances, rules or regulations as are recited in Attachment A at Part III, Paragraph 4.0. Contractor shall be entitled to an equitable adjustment if a change in law has a material effect on the prices stated in the Agreement. 12. NON-DISCRIMINATION COVENANT, i In addition to those terms found in Part W, Section 32.0 of the ITB, Contractor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and obligations hereunder, it shall not ; discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON- DISCRIMINATION COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST, CONTRACTOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAM 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or Ethos Energy Light Turbines LLC Page 6 of 96 Contractor Services Agreement representatives, (2)delivered by electronic means with electronic confirmation of the transmission, or(3) received by the other party by United States Mail,registered,return receipt requested,addressed as follows: To CITY; To CONTRACTOR: City of Dort Worth Contractor business name Attn:Ana Pena-Tijerina,Engineering Manager EthosEncrgy Light Turbines LLC 4500 Wilma Ln. Address: 622.5 W. Sarn Houston Pkwy.N. Arlington,TX 76012 Houston,Texas 77041-5145 Facsimile:(817) 392-4957 Email:Ana.PenaTijerinacr Foi•tWorthTexas.gov Phone:713-849-8800 Facsimile: 713-849-8888 With copy to Fort Worth City Attorney's Office at Representative:Brett Garbs,Commercial Manager the following address Email: Brett.garbs(@ethosencanWoup,com 200 Texas Street Foil Worth,TX 76102-6314 With copy to EthosEnergy General Counsel at the following address 2800 North Loop West, Suite 1100 Houston,Texas 77092 74. SOLICITATION OF EMPLOYEE,S. Neither City nor Contractor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent Contractor , any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing,this provision shall not apply to an employee of either party who independently responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement,City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW I VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas.If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 1 Ethos Energy Light Turbines LLC Page 7 of 76 Contractor Services Agreement i 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or unpaired. 19. FORCE MAJE URE. City and Contractor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, acts of the public enemy, fres, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. i The parties acknowledge that each party and its counsel have had an opportunity to review and revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or its attachments. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment,modification,or extension of this Agreement shall be binding upon a patty hereto unless set forth in a written instrument,which is executed by an authorized representative of each party. _ 23. ENTIRETY OF AGREEMENT._ This Agreement, including its attachments, contains the entire understanding and agreement between City and Contractor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. F 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY. Contractor warrants that its products and services will be of a professional quality and conform to generally prevailing industry standards.City must give written notice of any breach of this warranty within thirty(30)days from the date that the defect is discovered.In such event,at Contractor's option,Contractor shall either(a)use commercially reasonable efforts to re-perform,repair or rep]ace the services in a manner that conforms with the warranty, or(b)refund the fees paid by City to Contractor for the nonconforming services. The above stated remedy shall be Contractor's sole and exclusive remedy in any cause of action Ethos Energy Light Turbines LLC page 8 of 96 Contractor Services Agreement (whether in contract,tort, breach of warranty or otherwise)arising out of the sale or use of any products or services. Contractor warrants that it will perform all services under this contract in a safe,efficient and lawful manner using industry accepted practices,and in fiill compliance with all applicable state and federal laws governing its activities and is under no restraint or order which would prohibit performance of services under this contract. The Part 1 Performance guarantee for the exchanged turbine shall comply with Appendix B, Section 1.1.2. Contractor's warranty period for products (including exchange turbine and gearbox) is 16,000 operating hours, twenty four(24) months from date of installation, or thirty six (36)months from the date of shipment,whichever occurs first. Contractor's warranty period for services is 90 days following completion of the services. EthosEnergy will pass to City all warranties from third party vendors for parts and equipment. Repaired or replaced services are warranted for the balance of the original warranty. Warranty claims shall only be considered by Contractor in respect of defects that become apparent and are notified by the City in writing to Contractor before the expiry of the warranty period.if City asserts a timely warranty claim, as provided herein, Contractor shall promptly evaluate the warranty claim and advise City within thirty(30)days whether Contractor contests the warranty claim.As per the Contractor's warranty evaluation process,the products may be shipped to the Contractor's facility for evaluation in such case Contractor shall invite the City to witness the product disassembly in the Contractor's facility. Upon completion of disassembly and evaluation of the warranty claim, Contractor shall provide to the City an equipment condition report detailing the finding of the evaluation.The findings of the equipment condition report will be evaluated along with the relevant documents,records and information provided by the City to determine the root cause and validity of the warranty claim.If the claim is not a valid warranty claim(to the reasonable satisfaction of Contractor), then all costs of the claim evaluation shall be the responsibility of the City. In the event City elects to engage a third-party or parties to correct the services claimed to be nonconforming, prior to the expiration of said thirty (30) day period, Contractor is released from any warranty obligation. This warranty is subject to the following conditions;(a)The item(equipment,part,or component) was properly installed by qualified personnel or Contractor; (b)the item was operated and maintained in accordance with applicable manufacturer's guidelines and standards, overhaul manuals, service bulletins and handbooks; (c) the item has been used under normal operating conditions, has not been subjected to misuse, neglect or accident and has not subsequently been repaired or altered, except by Contractor; (d) fuels and lubricants approved and recommended in writing by the manufacturer or the Contractor shall have been used while the products have been in use by the City;and(e)where the item is to be stored at a location specified by City for any period prior to installation, acceptance by Contractor of any warranty claims,are conditional upon the item being stored in accordance with the manufacturer's recommended storage procedures and conditions laid down in the maintenance instructions prepared by the manufacturer. In support of any warranty claim, the City shall supply all relevant documents, records and information relating to the operation and maintenance of the products as requested by the Contractor,which are sufficient to enable the Contractor to determine whether the warranty claire is valid. Failure to provide such information upon request by'the Contractor may invalidate the City's warranty claire. In the event the Contractor chooses to replace any defective products in accordance with this section, title in those defective products transfers to the Contractor at the time the defective product is removed/replaced. The Contractor shall remove the defective product from the City's site for proper reuse I Ethos Energy Light Turbines LLC Page S of 46 Contractor Services Agreement or disposal unless other arrangements are agree to in writing.The City shall provide all necessary assistance and documentation in order to facilitate this.In the event the Contractor chooses not to remove the defective product fi•om the City's site,the City shall be obliged to dispose of the defective product. IT IS EXPRESSLY AGREED THE FOREGOING WARRANTY IS MADE IN LIEU OF ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND CONSTITUTES THE ONLY WARRANTY OF CONTRACT WITH RESPECT TO THE SERVICES. 26. IMMIGRATION NATIONALITY ACT. Contractor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by City, Contractor shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Contractor employee who is not legally eligible to perform such services. CONTRACTOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Contractor, shall have the right to immediately terminate this Agreement for violations of this provision by Contractor.ITB,Part IV, Sec. 33.0 is hereby stricken. 27. OWNERSHIP OF WORK PRODUCT. City shall be the sole and exclusive owner of all inspection, engine build, and performance test reports, work papers, procedures, guides, and documentation, created, and/or produced as part of the services provided under this Agreement(collectively,"Work Product"). Further,City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression(whichever occurs first).Each copyrightable aspect of the Work Product shall be considered a "work-made-far-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Contractor hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product, and al I copies thereof,and in and to the copyright,patent,trademark,trade secret,and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for i balance due, or rights of retention thereto on the part of City. City is advised and acknowledges that the Contractor does not provide its services on a "Work for Hire" basis. All Contractor intellectual property developed prior to commencement of or during this Agreement remains the sole and exclusive property of i the Contractor. 28. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf ofthe respective party,and that such binding authority has been granted by proper t order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto, may be executed by any authorized representative of Contractor whose name,title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit"C". Each party is Ethos Energy Light Turbines LLC Page 10 of 16 Contractor Services Agreement t filly entitled to rely on these wariranties and representations in entering into this Agreement or any amendment hereto. 29. LICENSES AND PERMITS, Contractor certifies that on the day work. is to commence under this contract, and during the duration of the contract, it shall have and maintain current valid and appropriate federal and state licenses and permits necessary for the provision of services under this contract, Contractor also certifies that if it uses any subcontractor in the performance of this agreement,that such subcontractor shall have and maintain current valid and appropriate federal and state Iicenses and permits necessary for the provision of services under this contract. 30. CHANGE IN COMPANY NAME OR OWNERSHIP Contractor shall notify City's Purchasing Manager, in writing, of a company name or address change for the purpose of maintaining updated City records. The president of Contractor or authorized official must sign the letter. A letter indicating changes in a company name must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, or copy of the board of director's resolution approving the action.Failure to provide the specified documentation so may adversely impact future invoice payments. 31. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it:(I)does not boycott Israel;and(2)will not boycott ; Israel during the teen of the contract. The terms"boycott Israel"and"company"shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Contractor certifies that Contractor's signature provides written verification to the City that Contractor:(1)does not boycott Israel;and(2)will not boycott Israel during the term of the contract. 32. TITLE AND RISK OF LOSS Title and risk of loss in any products provided shall pass upon delivery per the applicable delivery i1 terms for both products provided from the Contractor to the City and from the City to the Contractor. I (signaturepage and aftrrchmentsfollow) I f� I i 1 i i Ethos Energy light Turbines LLC Page 11 of 16 F Contractor Services Agreement ACCORDINGLY, the paides hereto have duly executed this Agreement and established the trtfcctive bate as being the date subscribed by the City's designated Assistant City Manager. CIT!7 OF FORT WORTH: ETHOSENI?RGY LIGHT TCIRBfNE ,LLC By: By. — Name:Scott Jessiman Assistant City Manager Tide: Managing Director Date; Dwe: AT/T> /1 6�p�{ Y: /( 0 City Secretary �- ll�j > :r _iPPRO );D P M AND LEGALITY. r. 11y: Douglas W. Black Sr.Assistant City Attorney APPROVAL AECOMR��N ED: Name. CNQrJ / A/eDC& CONTRACTAUTHORIZATION: M&C '" 1 vo 3 Date Approved: tm-1 — 1.29511: --- CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance and report requ'�Yments- By: I n. Nat e:, to HER Title: 6ngitroeer'Ig Manager Echos Energy tight Tartrnes t:t:C, page 12 of 16 contractorServices Agreeraert Or-FICIAL RECORD CITY SECRETARY � ATTACHMENT A CITY'S ITB Ethos Energy Light Turbines LLC Page 13 of 16 Contractor Services Agreement FORTWORTM, ITB Cover Sheet CITY OF FORT WORTH 1 PURCHASING DIVISION INVI I A T ION TO BID NO. 19-0022 TURBINE PARTS, REPAIRS AND SERVICES BID CLOSING DATE:JANUARY 10, 2019 For further information contact: Jane Rogers, Buyer FAX(817)392-8440; email: FMSPurchasin Res onses fortworthtexas. ov Bids are solicited for furnishing the merchandise, supplies, services and/or equipment as set forth in this solicitation. Completed Bids including one executed original, one copy and one USB flash drive containing electronic versions of ail bid documents must be received in the Purchasing_Division by 1:30 P.M., January 10, 2019, and then publicly opened and read aloud at 2:00 P.M. in the Council Chambers. Bids must be submitted in a sealed envelope WITH THE BID NUMBER WRITTEN ON THE OUTSIDE OF THE ENVELOPE, addressed to the Purchasing Manager. YOUR BID MUST BE RECEIVED BY THE PURCHASING OFFICE AND TIME STAMPED PRIOR TO THE 1:30 DEADLINE IN ORDER TO BE CONSIDERED. Bids shad be mailed or hand deliveredto the following address: City of Fort Worth, Purchasing Division, Lower Level,City Hall, 200 Texas Street,Fort Worth,Texas 76902 Bids delivered by special courier (i.e. Federal Express, Special Delivery etc.) are to be marked on the outside of the courier's shipping envelope 'BID No. 19-0022,TURBINE PARTS, REPAIRS AND SERVICES"AND MUST BE RECEIVED BY THE PURCHASING OFFICE AND TIME STAMPED PRIOR TO THE 1:30 DEADLINE IN ORDER TO BE CONSIDERED. Late bids will be returned or destroyed ;they will not be opened nor considered in the evaluation of the bid. Bids may be withdrawn at any time prior to the official opening. Bids may not be altered, amended or withdrawn after the official opening. The undersigned agrees, if the bid is accepted, to furnish any and all items upon which prices are offered, at the price(s) and upon the terms, conditions and scopelspecifications contained in this document. The period for acceptance of this bid will be 90 calendar days after the bid opening date. By signing below, I certify that I have read the attached Terms and Conditions, Instruction to Bidders and the Bid requirements and have agreed to all of the terms, conditions and requirements contained herein. f=ailure to complete the requested information below will result in rejection of your bid. Company Name and Address: Federal ID Number(TIN): Company's Authorized Agent Name and Title Signature: Date: Telephone Number: Email address: Fax Number: Cooperative Cooperative Purchasing: Should other Governmental entities decide to participate in this contract, would you, the Contractor, agree that all terms, conditions, specifications, and pricing shall apply(see section 11)? Yes No Pre-Bid Conference: A pre-bid conference will be held at City of Fort Worth Village Creek Reclamation Facility Training Room, 10:00 am, Thursday, December 13, 2018, 4500 Wilma Lane, Arlington, Texas 76012. Contents: * Part— I : Bid Solicitation/Offer Part -IV: Standard Purchasing Terms and ® Part-11 : Instruction to Bidders Conditions 40 Part— III : Scope of Services/Specifications Part—V: Attachments Revised 7.11.1Scg 1 BID SOLICITATION Part 1-Gas Turbine Exchange The City of Fort Worth is seeking bids from qualified bidders for Gas Turbine Generators Exchange and natural gas retrofits.The Agreement shall ,be for one-time project,with specificbeginning and ending date,based on the disassembly,exchange,and installation schedule provided by the vendor as part of their bid proposal.All items shall be bid per attached specifications,.Attachment G,Section 3.1,Part 1-Gas Turbine Exchange. Item Unifot Unit No. Description QUWAIty Measure PFlce Total 1.100 Engine Exchange(overhaul)of one of the two(2)Solar Taurus 60 Gas Turbin�_ E:l driven Generator sets including reduction gearbox.Engine Exchange must b desi ned to run on natural gas onI .A minimum of 12 month warrant is EA 1.200 Cost of removal,transportation and installation services associated with new Fn €ne exchange. 1 11 EA 1.300 Ancillary system modification to convert existing Solar Taurus 60 fueled by b€o as for natural gas fuel only. 1 EA L4OOOCal€bratlon and tuningof new Engine exchange and modified ancillary system re wired to use natural as. 1 EA Training of Owner's personnel on the operation and owner-appropriate maintanance of the new Engine. 1 FA Part 1 Total BID SOLICITATION Part 2-Maintenance Services iThe City of Fart Worth is seeking bids from qualified bidders for Gas Turbine Generators maintenance services.The Agreement shall be an annual AgreementWt!al one-yea r perl od with four one-year renewal options.Maintenance services include scheduled and non-scheduled ionsite maintenance visits;certified replacement parts and consumables;generator Inspections;repairs and troubleshooting;and,traln€ng iservices to support operation of two(2)Gas Turbines,All items shall be bid per attached specifications Attachment G,Section 3.2,Part 2- Maintenance Services. Item Unit of Unit Nc. Description Quantity Measure Price Total 2.100 Performance Audit,and Maintenance Check-Annual Basis-GasTurbine Generator Set fueled by natural gas.Includes on-site service,parts,written site visit re ort and recommendations. I EA 2.200 Performance Audit,and Maintenance Check-Annual Basis-Solar Taurus 60 Gas Turbine Generator Set fueled by biogas.Includes on-site service,parts, written site visit re Rort and recommendations. 1 FA 2.300 Non-Scheduled Technical Assistance,Service Repairs,and/or Troubleshooting, Regular Hours,M-F,8:00am to 5:00 m,HourlyRate 100 HR 2.400 Non-Scheduled Technical Assistance,Service Repairs,and/or Troubleshooting, Overtime Hours,M-F,5:01pm to 7:59am,Hourly Rate 100 HR 2.500 Travel and per d€em-state percentage markup on travel expenses(if any)and per dlem rate.This applies to unscheduled site visits as well as scheduled annual checks.This price is not Included in the annual site visits. Travel-Cost Plus %markup Sf DAY 2.600 Rep airParts atMan ufacturerList Price Less %Discount.Quant€y listed is estimated annual cost.The total amount to enter In far right column for example:$50,000x 15%discount($7,500)=$42,500. Please State Percentage Markup 50,000 EA 2.700 Miscellaneous Repairs Parts at Man ufactu re r Cost Plus Markup(for€temsnot listed on manufacturerpr€ce Iist).Quantly listed is estimated annual cost.The total amount to enter In far right column for example:$15,000 x 10%($1,500)+$15,000=$16,500. Please State Percentage Markup 15,000,EA 2.$00 Training programs at the foundational,intermediate and advanced levels.This price includes average cost per training session for three(3)people. 1 EA Part2Total I ! i ! GRAND TOTAL PART IAND 2 WE AGREE TO FURNISH ANY OR ALL OF THE ITEMS QUOTED AT THE PRICES SHOWN.QUOTE MUST BE HELD FIRM FOR PERIOD OF 90 DAYS. . Terms of Payment :Delivery ; !Telephone Number ! F Company i ;Signature i Name and Title € Revised 7.11.18eg i I € PART-II INSTRUCTION TO BIDDERS 1.0 SOLICITATION 1.1 Review of Documents: Bidders are expected to examine all documents that make up the Solicitation. Bidders shall promptly notify the City of any omission, ambiguity, inconsistency or error that they may discover upon examination of the Solicitation. Bidders must use a complete Solicitation to prepare Bids. The City assumes no responsibility for any errors or misrepresentations that result from the use of incomplete Solicitations. 1.2 Location of Documents: Solicitations are issued by the Purchasing Division. The location and phone number for the Purchasing Division are specified in the advertisement and in the solicitation. 2.0 EXPLANATIONS OR CLARIFICATIONS 2.1 Any explanation, clarification, or interpretation desired by a Bidder regarding any part of the Solicitation must be requested in writing from the Purchasing Division with sufficient time allowed for a written addendum to reach each Bidder before the submission of their Bid. Interpretations, corrections, or changes to the Solicitation made in any other manner are not binding upon the City, and Bidders shall not rely upon such interpretations, corrections or changes. Oral explanations or instructions given before the award of the Contract are not binding. 2.2 Requests for explanations or clarifications may be faxed to the City's Purchasing Division at(817) 392-8440. The fax must clearly identify the Buyer's name and the Solicitation number. Any material information given to one Bidder concerning a Solicitation will be furnished by an Addendum to all Bidders who have been issued a Solicitation. 2.3 Unauthorized Communications: Bidders' contact regarding this Invitation to Bid (ITB) with employees or officials of the City other than the Purchasing Manager, the Minority and Women Business Enterprise(M1WBE) Office, or as otherwise indicated in the ITB is prohibited and may result in disqualification from this procurement process. No officer, employee, agent or representative of the Respondent shall have any contact or discussion, verbal or written, with any members of the City Council, City staff or City's consultants, or directly or indirectly through others, seek to influence any City Council member, City staff, or City's consultants regarding any matters pertaining to this solicitation, except as herein provided. Any violation of this prohibition may result in the Respondent being disqualified from the procurement process. Any oral communications are considered unofficial and non-binding with regard to this ITB. 3.0 PRE-BID CONFERENCE-- Either NONE or If a pre-bid conference is held, the time, place, and nature of the conference will be specified on the cover page of the solicitation. Attendance at pre-bid conferences is not mandatory. 4.0 PREPARATION OF BIDS Each Bidder must furnish all information required by a Solicitation on the documents provided. Bids submitted on other than the forms included in the Solicitation shall be considered non- responsive. Any attempt to alter the wording in the Solicitation is ineffective and will result in rejection of the Bid. 4.1 Taxes: Purchases of Goods or Services for City use are usually exempt from City, State, and most Federal Taxes. Bids may not include exempted taxes. The successful Bidder should request a Tax Exemption Certificate from the Purchasing Division. Under no circumstances shall the City be liable to pay taxes for which the City has an exemption under any Contract. 4..2 Brand Name or Equal: If the Solicitation indicates brand name or"equal"products are acceptable, the Bidder may offer an "equal"product and must be prepared to demonstrate those features that render it equal. Final determination of a product as "equal"remains with the City, 4.3 Delivery Time: Delivery time, if stated as a number of days, will be based on calendar days. Time is of the essence in any City purchase. If the indicated date cannot be met or the date is not indicated, the Bidder shall state its best delivery time. 4.4 Free on Board(FOB)Point: Freight Terms shall be FOB Destination, Freight Prepaid and Allowed. The Bidder should quote its lowest and best price, with the goods delivered to the place specified, at the Bidder's expense and risk, and there tender delivery to the City. Bids offering any other delivery terms are not acceptable and may be cause for rejection. 4.5 Prices: 4.5.1 Bids shall be firm priced offers unless otherwise specified. 4.5.2 Pricing shall be entered on the Bid Sheet in ink. 4.5.3 Totals shall be entered in the"Total Price"column of the Bid Sheet. 4.5.4 In the event of a discrepancy between unit price and extended price, the unit price shall govern. 4.5.5 Prices shall be offered in the Dollars of the United States of America(or decimal fractions thereof). 4.6 Signature: The Bidder must sign each document in the Solicitation requiring a signature. Any change made to the Bid must be initialed by the Bidder. 4.7 Bid Security: If a bid security is required for this purchase, the requirement will be reflected in the"Specification"section of the bid package. Cashier's check or an acceptable surety bond in the amount indicated in the Notice to Bidders must be submitted at the time the bid is submitted, and is subject to forfeiture in the event the successful bidder fails to execute the contract documents within 10 calendar days after the contract has been awarded. 4.7.1 To be an acceptable surety on the bond: 4.7.1.1 The name of the surety shall be included on the current Department of the Treasury's Listing of Approved Sureties (Department Circular 570), or 4.7.1.2 The surety must have capital and surplus equal 10 times the amount of the bond. The surety must be licensed to do business in the state of Texas. 4.8 Alternate Bids: Bidders may offer an "equal"product as an alternate bid. Final "approved equal"determination remains with the City. 4.9 Proprietary Information: 4.9.1 All material submitted to the City becomes public property and is subject to the Texas Open Records Act upon receipt. 4.9.2 If a Bidder does not desire proprietary information in the bid to be disclosed, each page must be identified and marked proprietary at time of submittal. The City will, to the extent allowed by law, endeavor to protect such information from disclosure. The final decision as to information that must be disclosed lies with the Texas Attorney General. 4.9.3 Failure to identify proprietary information will result in all unmarked sections being deemed non-proprietary and available upon public request. 4.10 Bid Preparation Costs: All costs associated with preparing a Bid in response to a Solicitation shall be borne by the Bidder. 4.11 Payments: All payment terms shall be"Net 30 Days" unless otherwise specified in the bid document. 4.11.1 Successful bidders are encouraged to register for direct deposit payments prior to providing goods and/or services using the forms posted on the City's website at httpiiwww.fortworthgov.org/purchasing/, click on "Automated Clearing House Setup" 5.0 SUBMISSION OF BIDS 5.1 Bid document; Unless otherwise specified, Bidders are required to submit a signed executed original and one scanned copy in flash drive. Bids must be submitted in a sealed envelope with the bid number written on the outside of the envelope. 5.2 Documents required with Bid: The following documents must be submitted with each Bid prior to the Due Date: 5.2.1 The completed and signed first page of this document; 5.2.2 The Price Offer in Bid Solicitation Sheets); and 5.2.3 Any other document included in the Solicitation requiring completion or execution by the Bidder. 5.3 Addenda: Receipt of an Addendum must be acknowledged by signing and returning the Addendum with the Bid if requested or under separate cover prior to the Due Date and Time. Addenda containing bid pricing should be returned in a sealed envelope marked on the outside with the Bidder's name, address, the Solicitation number, and the Due Date and time. 5.4 Late Bids: Bids must be received in the Purchasing Division prior to the Due Date and Time. All Bids received after the Due Date and Time are considered late and will be returned to the Bidder unopened. The time stamp clock on the receptionist's desk in the Purchasing Division is the time of record. it is the sole responsibility of the Bidder to ensure timely delivery of the Bid to the Purchasing Division. The City will not be responsible for failure of service on the part of the U.S. Postal Office, courier companies, or any other form of delivery service chosen by the Bidder. Bids delivered to a City location other than the Purchasing Division will not be considered. The Bid must be received by the Purchasing Division and stamped before deadline to be considered. 6.0 MODIFICATION OR WITHDRAWAL OF BIDS 6.1 Modification of Bids: Bids may be modified in writing at any time prior to the Due Date. 6.2 Withdrawal of Bids: Bids may be withdrawn in writing, or by facsimile(provided that the facsimile is signed by the Bidder)at any time prior to the Due Date. A Bid may also be withdrawn in person by a Bidder, provided the withdrawal is made prior to the.Due Date. A receipt of withdrawal must be signed by the Bidder. No Bids may be withdrawn after the Due Date without forfeiture of the Bid guarantee, unless there is a material error in the Bid. Withdrawn Bids may be resubmitted, with or without modifications, prior to the Due Date. The City may require proof of agency from the person withdrawing a bid. 7.0 OPENING OF BIDS The Purchasing Division representative responsible for opening Bids shall personally and publicly open all Bids timely received, reading each bid aloud. 8.0 EVALUATION FACTORS AND AWARD 8.1 Evaluation: Bidders may furnish pricing for all or any portion of the Solicitation (unless otherwise specified). However, the City may evaluate and award the Contract for any item or group of items shown on the Solicitation, or any combination deemed most advantageous to the City. Bids that specify an "all or none"award may be considered if a single award is advantageous. 8.2 Award. The Method of Award is detailed in Section 19 in Part III Scope of Services/Specifications 8.3 Acceptance of Bid: Acceptance of a Bid will be in the form of a Purchase Order or a Contract. Subsequent purchase releases may be issued as appropriate. The contents of a Bid shall become a part of the Contract. Under no circumstances will the City be responsible for Goods or Services provided without an acceptance signed by an Authorized City Representative. 8.4 Reservations: The City expressly reserves the right to: 8.4.1 Specify approximate quantities in the Solicitation; 8.4.2 Extend the Solicitation opening date and time; 8.4.3 Consider and accept alternate Bids, if specified in the Solicitation, when most advantageous to the City; 8.4.4 Waive as an informality, minor deviations from specifications provided they do not affect competition or result in functionally unacceptable goods or services; 8.4.5 Waive any minor informality in any Bid or Solicitation procedure (a minor informality is one that does not affect the competitiveness of the Bidder); 8.4.6 Add additional terms or modify existing terms in the Solicitation,- 8.4.7 olicitation;8.4.7 Reject a bid because of unbalanced unit prices bid; 8.4.8 Reject or cancel any or all Bids; i 8.4.9 Reissue a Solicitation; 8.4.10 Procure any item by other means; and/or 8.4.11 Award to multiple Contractors on a non-exclusive award basis, or primary and secondary Contractors. 9.0 POST-BID DOCUMENTS REQUIRED FROM BIDDERS 9.1 Certificates of Insurance: When insurance is required, the successful Bidder must provide Certificates of Insurance in the amounts and for the coverages required to the Purchasing Office within 14 calendar days after notification of award, or as otherwise required by the Solicitation. 9.2 Payment and/or Performance Bonds: When Payment and/or Performance Bonds are required, the successful Bidder must provide the bonds, in the amounts and on the conditions required, within 14 calendar days after notification of award, or as otherwise required by the Solicitation. 9.3 Minority Business Enterprise(MBE)Documents: If an MBE goal has been established for the bid, the applicable documents must be submitted by all bidders wishing to continue in the bid evaluation process within two(2) City business days after the bid opening date, exclusive of the bid opening date, to the City location specified in the bid. Bidders shall obtain a receipt from the appropriate department as evidence that the City received the documentation. 9.4 Certificate of Interested Parties Form 1295: If the Purchase Agreement must be approved by the City Council before execution, the successful bidder is required to complete the Certificate of Interested Parties Form 1295 and submit the form to the Purchasing contact listed in the solicitation before the purchase/contract will be presented to the City Council. The form may be completed at haps://www.ethics.state..tx.us/whatsnew/elf info fnrm1295.!._ 10.0 PROTEST PROCEDURE 10.1 Contractors who respond to Invitations to Bid have the right to protest the solicitation process or the bid award if they believe that there has been any impropriety or unfair criteria in the process. 10.2 The Contractor must submit any protest in writing to the Purchasing Manager within 14 days after the Contractor knows, or should have known, of the facts relating to the proposed action or award. 10.3 The Purchasing Manager, or designee, is authorized to resolve a protest concerning a purchasing action through telephone discussions, mail, email or in person meetings with the protesting Contractor. 10.4 After discussions or meetings, the Purchasing Manager or designee will issue a decision in writing, state the reasons for the action taken and inform the protesting Contractor of the right to review by a panel made up of City staff. 10.5 A City protest review panel will consist of an Assistant City Attorney, a representative of the operating department, the Purchasing Manager and any other appropriate personnel or employees of the operating department. 10.6 If the panel is unable to resolve the protest, or if the panel makes a decision with which the Contractor does not agree, the protesting Contractor will be invited to attend the City Council meeting at which the recommended award is to beyresented to the City Council and make known his/her concerns. The protesting Contractor will be instructed to arrive prior to the start of the City Council meeting and complete a card requesting to speak concerning the particular Mayor and Council Communication document(M&C) in question. 10.6.1 Contractors wishing to speak before the City Council should review the rules for registering to appear before City Council located at: ,_iaorr%�tortntexas. owci� secreta /info/default.as ?id=2914 on the City's website. 11.0 COOPERATIVE PURCHASING 11.1 Should other governmental entities decide to participate in this contract, bidder, shall indicate in their proposals whether they agree that all terms, conditions, specification, and pricing would apply. 11.2 If the successful bidder agrees to extend the resulting contract to other governmental entities, the following shall apply: Governmental entities within utilizing Contracts with the City of Fort Worth shall be eligible, but not obligated, to purchase material/services under this contract(s) awarded as a result of this solicitation. All purchases by governmental entities other than the City of Fort Worth shall be billed directly to that governmental entity and paid by that governmental entity. The City of Fort Worth shall not be responsible for another governmental entity's debts. Each governmental entity shall order its own material/services as needed f F I l i i 1 I PART-III SCOPE OF SERVICESISPECIFICATIONS 1.0 SCOPE 1.1 The City of Fort Worth (City) seeks bids to finalize two-part Purchase Agreement between the City of Fort Worth (Village Creek Water Reclamation Facility) and a qualified, licensed service provider for services relating to the City's two (2) Solar Taurus 60 Gas Turbine-driven Generator Sets. The successful bidder, known hereafter as "Contractor(s)"- 1.2 The part one services shall include a one-time,Gas Turbine engine exchange program; modification of existing ancillary systems for natural gas;training; and startup and calibration services.The initial contract will purchase one(1)gas turbine exchange with subsequent exchanges to be done(under separate contracts) at 30,000 to 35,000 hours of service. 1.3 The part two services shall be an annual Agreement initial one-year period with four one-year renewal options to include scheduled and non-scheduled onsite maintenance visits;certified replacement parts and consumables;generator inspections;and repairs and testing of the Gas Turbine Sets on an"as needed" basis. 1.4 Following the award, additional services of the same general category that could have been encompassed in the award of this Agreement, and that are not already on the Agreement, may be added based on the discount bid and price sheet provided with the bid. 1.5 Unit prices shall include all costs associated with the specified goods and services, including but not limited to handling, delivery, fuel charges, fees and certifications fees. No additional charges will be accepted or paid by the City. 1.6 All items supplied resulting from this bid shall be of recent production, unused, and suitable for their intended purpose. 1.7 The submission of a bid by the bidder shall be considered evidence of compliance with these requirements. 2.0 DETAILED SCOPE OF SERVICESISPECIFICATIONS The Contractor hereby agrees to provide the City with requirements attached hereto and incorporated for all purposes incident to this Agreement in Attachment "G", Scope of Services/Specifications, more specifically describing the services to be provided hereunder. 3.0 CHANGE IN COMPANY NAME OR OWNERSHIP 3.1 The Contractor shall notify the City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter.A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 4.0 LAWS REGULATIONS AND ORDINANCES 4.1 The Contractor shall be responsible for meeting all Federal: laws, ordinances and regulations; State: laws, ordinance and regulations; County: laws, ordinances and regulations; and City: laws, ordinances, and regulations for safety of people, environment, and property. This includes, but is not limited to, all Federal, State, County, and City Agencies, Administrations and Commissions such as the Environmental Protection Agency(EPA), Occupational Safety and Health Administration (OSHA), and the Texas Commission on Environmental Quality(TCEQ). In the event any law, regulation or ordinance becomes effective after the start of this Agreement, the Contractor is required to comply with new policy.Any mandates requiring the City to comply with new guidelines will also require the Contractor to comply. 5.0 INVOICING REQUIREMENTS 5.1 All invoices should be submitted directly to the requesting department. It is the responsibility of the Contractor to get the name of the responsible person, telephone numbers and address of the department's division at the time the service is requested. 5.2 A properly prepared invoice shall be typewritten or computer printed and shall include the Contractor's name, number and federal tax identification number, invoice number, address, date, service or item description, unit price, extended cost, and City issued purchase order number. Incomplete or inaccurate invoices may result in delayed payments, as they shall be returned to the Contractor for correction and re-submittal. 6.0 UNIT PRICE ADJUSTMENT 6.1 The unit prices may be adjusted for increases or decreases in Contractor's cost during the renewal period but before the effective date of the renewal upon written request from the Contractor. 6.2 The Contractor must submit its price adjustment request, in writing, at least 60 days before the renewal effective period. The Contractor shall provide written proof of cost increases with price adjustment request. 6.3 If the City concludes that the rate increase being requested is exorbitant, the City reserves the right to adjust the rate request, or reject the rate request in its entirety and allow the contract to expire at the end of the contract term. If the City elects not to exercise the renewal option, the Purchasing Division will issue a new solicitation. 6.4 Prices bid shall remain firm for each one-year term of the Agreement and shall include all associated freight and delivery costs. 6.5 Prices offered shall be used for bid analysis and for Agreement pricing. In cases of errors in extensions or totals, the unit prices offered will govern. 6.6 Upon expiration of the Agreement term the successful bidder, agrees to hold over under the terms and conditions of this Agreement for a reasonable period of time to allow the city to re-bid an agreement, not to exceed ninety(90)days. Contractor will be reimbursed for this service at the prior agreement rate(s). Contractor shall remain obligated to the j City under all clauses of this Agreement that expressly or by their nature extends beyond and survives the expiration or termination of this Agreement. i 6.7 Goods and/or services shall not be suspended by the Contractor without a 30 day prior written notice to the City. 7.0 QUANTITIES 7.1 The quantities listed on the bid solicitation are only estimates based on previous usage and do not indicate intent to purchase or a guarantee of future business. The City of Fort Worth is obligated to pay for only those materials and services actually ordered by an authorized City employee and then received as required and accepted by the City. 8.0 INSURANCE REQUIREMENTS 8.1 The Contractor shall assume all risk and liability for accidents and damages that may occur to persons or property during the prosecution of work under this Agreement extent due to the negligence of Contractor. The Contractor shall file with the City of Fort Worth Purchasing Division, prior to the commencement of services, a certificate of insurance documenting the following required insurance. 8.6 Failure to provide such information within five (5)calendar days may be grounds for Agreement termination. 8.2 Policies shall have no exclusions by endorsements which nullify the required lines of coverage, nor decrease the limits of said coverage unless such endorsements are approved by the City. In the event a contract has been bid or executed and the exclusions are determined to be unacceptable or the City desires additional insurance coverage, and the City desires the Contractor to obtain such coverage, the contract price shall be adjusted by the cost of the premium for such additional coverage plus 10%. 8.6 Statutory Workers' Compensation Insurance and Employer's Liability Insurance at the following limits: $100,000 Each Accident $500,000 Disease—Policy limit $100,000 Disease—Each Employee This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas Workers'Compensation Act(Art. f 8308—1 Al et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of$100,000 each accidenVoccurrence, $500,000 bodily injury disease policy limit and$100,000 per disease per employee. 8.6 Commercial General Liability Insurance inGluding Explosion, Collapse, and Underground Coverage not specifically exclua shall be provided as follows: $1,000,000 Each Occurrence $2,000,000 Annual Aggregate Coverage shall include but not be limited to the following: premises/operations, independent Contractors, products/completed operations, personal injury, and contractual liability. Insurance shall be provided on an occurrence basis, and as comprehensive as the current Insurance Services Office (ISO) policy. 8.6 Auto Liability Insurance shall be provided as follows: I $1,000,000 Combined Single Limit Each Accident A commercial business policy shall provide coverage on "Any Auto", defined as autos owned, hired and non-owned. 8.6 The Contractor shall furnish the Purchasing Manager, with a certificate of insurance documenting the required insurance prior to the commencement of services. 8.6 ( GHGieo shall he endorsed crtdorsed tv Contractor.shah provide the City of Fort Worth a thirty-(30)day notice of cancellation, material chan- Goverage, or non-renewal of coverage. 8.6 Applicable policies shall also be endorsed to name the City of Fort Worth as an additional insured to the extent of Contractor's liabilities assumed under this Agreement, as its interests may appear(ATIMA). 9.0 ADDITIONAL INSURANCE REQUIREMENTS 9.1 The City, its officers, employees and servants shall be endorsed as an additional insured on Contractor's insurance policies excepting employer's liability insurance coverage under Contractor's workers'compensation insurance policy. 9.2 Certificates of insurance satisfactory to the City and Worker's Compensation Affidavit must be received before Contractor can begin work. Failure to supply and maintain such insurance shall be a breach of contract. Contractor shall provide complete copies of all insurance policies required by this Agreement. Certificates of insurance must be supplied to: Financial Management Services Department Attention: Purchasing Division Bid# 19-0022 200 Texas Street, Fort Worth, Texas 76102 9.3 Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. Each insurance policy shall be endorsed to nroyid e Q imrrm 0`Joan nn}ino of non_ be-app • �ble4n the e�,re.nt r;f nr)r. n�irmnnLr nrom i,�m 9.4 Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A: VII or equivalent measure of financial strength and solvency. 9.5 Deductible limits, or self-funded retention limits, on each policy must sat axGeed $19,090,99 per nnn,irmpne snlpss n}honuise appm recd by the('ifir 9.6 Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups:The City must approve in writing any alternative coverage: 9.7 Workers'compensation insurance policy(s)covering employees of the Contractor shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City to the extent of Contractor's s agreement. 9.8 City shall not be responsible for the direct payment of insurance premium costs for Contractor's insurance. 9.9 Contractor's insurance policies shall each be endorsed to provide that such insurance is primary protection to cov4 ,,4cto�'a_Ijabilities assumed hereL and any self- funded elffunded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. 9.10 While the purchase order is in effect, Contractor shall report, in a timely manner, to the Purchasing Department any known loss occurrence Ing under this Agreemec that could give rise to a liability claim or lawsuit or which could result in a property loss. 9.11 Contractor's liability shall not be limited to the specified amounts of insurance required herein. 10.0 PERFORMANCE 10.1 Failure of the City to insist in any one or more instances upon performance of any of the terms and conditions of this Agreement shall not be construed as a waiver or relinquishment of the future performance of any terms and conditions, but the Contractor's obligation with respect to such performance shall continue in full force and effect. 11.0 COMPLAINTS 11.1 Complaints processed through the City Purchasing Division are to be corrected within fourteen (14) days of formal notice of complaint. Written response to the Purchasing Division is required. Failure to properly resolve complaints within the fourteen (14) calendar day time period may result in the cancellation of the applicable line item(s) in the price agreement. 12.0 SUBCONTRACTING 12.1 No subcontracting of the work under this Agreement will be allowed without written permission from the City. 13.0 DELIVERY 13.1 Delivery shall be F.O.B. Destination and all other delivery charges shall be included in the unit price. The person placing the order will provide delivery and billing information. No additional charges for expenses, freight, mileage, time, or similar items will be accepted or paid by the City. 13.2 There may be instances when the Contractor may be asked to accelerate delivery of an order(s)due to extenuating circumstances, snrl, v e `Lpis_seryiGe at no additional Ge 13.3 In the event the Contractor is unable to meet the original delivery date(s), the City must be contacted immediately, but prior to the due date, and seek an extension of delivery time. Failure to w nn Fnay be Ganceling an - els Where in the seehGita 13.4 Delivery tickets must include the City's Blanket Order Number and the ordering department's Release Number. i 13.5 Delivered items that are determined to be defective or not meeting bid specifications shall be picked up and replaced by the Contractor, or the Contractor's designee, at no cost to the City. If the item (s)are not picked up within one(1)week after notification, the item shall become a donation to the City for disposition. 13.6 Safety Data Sheets 13.6 A Safety Data Sheet(SDS)for each toxic or hazardous substance or mixture containing such substance, pursuant to Revised Statutes Annotated (RSA) Chapter 277-A(277-A), shall accompany each delivery. Delivery of toxic or hazardous substance or mixtures containing such substance without SDS sheets shall not be accepted. Delivered containers shall be properly labeled pursuant to RSA 277-A. 13.6 Failure to submit the required MSDS sheets and/or label each container in accordance with RSA 277-A, shall place the Contractor in non- compliance and shall result in civil or criminal penalties. The Contractor furnishing substances or mixtures subject to RSA 277-A, is responsible for adhering to and being in compliance with this law. Failure to comply with RSA 277-A, shall result in the cancellation of an order. 14.0 WARRANTY 14.1 The Contractor shall provide a warranty to include at a minimum, but not limited to the following: 14.6 In addition to any other warranties in this contract, the Contractor warrants that all work and products supplied under this agreement conforms to the agreement requirements and is free from any defect in workmanship, equipment, material, or design furnished by the Contractor or any supplier at any tier. 14.6 Contractor agrees to repair or replace promptly, on a one-for-one basis without additional cost to the City of Fort Worth, any and all defective work and products. The City defines"prompt"repair or replacement to be within twenty-four(24) hours after notification by authorized City personnel. 14.6 This warranty shall continue for a period of 90 days from date of acceptance of products and work by the City. 14.6 The Contractor shall remedy at the Contractor's expense any non- conforming or defective products or work. In addition, the Contractor shall remedy at Contractor's expense any damage to real or personal property owned by the City of Fort Worth, when that damage is the result of a defect of products furnished. 14.6 The Contractor's warranty with respect to products repaired or replaced will run for 90 days from date of installation and acceptance of such by the City. 14.6 The City of Fort Worth shall notify the Contractor,within a reasonable time after the discovery of any failure, defect, or damage. 14.6 If the Contractor fails to remedy any failure, defect, or damage within a reasonable time after receipt of notice, the City of Fort Worth shall have the right to replace, repair, or otherwise remedy the failure, defect, or damage at the Contractor's expense. 14.6 This warranty shall not include failures attributable to accident, fire, or negligence on the part of City personnel. 14.2 With respect to all warranties, expressed or implied, from manufacturers, or suppliers for work performed and materials furnished under this contract, the Contractor shall: 14.6 Obtain all warranties that would be obtained in normal commercial practice; 14.6 Enforce all warranties for the benefit of the City of Fort Worth. 18.0 SAFETY 15.1 The Contractor shall be responsible for meeting all Federal: laws, ordinances and regulations; State: laws, ordinance and regulations; County: laws, ordinances and regulations;and City: laws, ordinances, and regulations for safety of people, environment, and property. This includes, but is not limited to, all licenses, all Federal, State, County, and City Agencies,Administrations and Commissions such as the Environmental Protection Agency(EPA), Occupational Safety and Health Administration (OSHA), and the Texas Commission on Environmental Quality(TCEQ). 16.0 HAZARDOUS CONDITIONS 16.1 The Contractor is required to notify the City immediately of any hazardous conditions and/or damage to City property. 17.0 CONTRACT ADMINISTRATION 17.1 Contract administration will be performed by the City Department. In the event the Contractor fails to perform according to the terms of the agreement, The Department head or his/her designee will notify the Contractor, in writing, of its failures. A meeting may be arranged to discuss the Contractor's deficiencies. A written cure notice may be prepared giving the Contractor 14 calendar days to cure any deficiency. 17.2 In the event the Contractor continues with unsatisfactory performance, the department i will promptly notify the Purchasing Manager who will take appropriate action to cure the performance problem(s),which could include cancellation, termination for convenience or default. If the agreement is terminated for default, the Contractor may be held liable for excess cost-and/or liquidated damages. 17.3 The Contractor will be paid only those sums due and owing under the agreement for services satisfactorily rendered, subject to offset for damages and other amounts which are, or whiGh may beGome, due and owing to the City. 17.4 The City reserves the right to terminate this agreement, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subContractors to cease work. Subject to the terms of this agreement,the Contractor shall be paid a percentage of the agreement price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the City using its standard record keeping system, have resulted from the termination. However, in no event shall the total of all amounts paid to the Contractor exceed the agreement price. The Contractor shall not be reimbursed for any profits which may have been anticipated, but which have not been earned up to the date of termination. 18.0 BIDDERS QUALIFICATIONS 18.1 The following information must be submitted as part of the bid package and shall be supplied in the following order: 18.6 Bidder's background, services provided and number of years in business. 18.6 Bidders shall provide evidence that they are duly qualified and capable to fulfill and abide by the requirements listed herein with the bid. The bidder shall demonstrate its ability to secure and perform the services within the delivery requirements specified herein. 18.6 In order to receive bid award consideration, the bidder shall maintain sufficient resources to fulfill normal City of Fort Worth requirements. 18.6 Bidders shall provide a reference list of a minimum of three(3) current customers (comparable in size)who the bidder has recently supplied subject item(s) on a continuing basis over a recent twelve(12) month period. 19.0 METHOD OF AWARD 19.1 Bids will be evaluated based on the bidder who offers represents the"best value"to the City. The following criteria will be considered to determine the best value: Criteria %of Importance Proposed Price of Services 60% Experience with Taurus 60 engine exchanges,overhauls troubleshooting 10% and service,with documented references from companies that have used these services for the Taurus 60 Turbine engine. Schedule provided by Contractor as part of the bid proposal,from Notice 15% to Proceed to installation and commissioning—with preference given to Contractor's who can remove existing unit,test and install exchanged unit as quickly as possible,while meeting all performance specifications. Terms of the Part 1 Scope of Service Warranty, provided as part of the 15% bid proposal,with preference given for extended warranty periods with performance guarantees. 19.2 In order for the City to receive adequate coverage on its requirements as specified in the solicitation, the City reserves the right to make multiple awards. 99.3 The City reserves the right to accept or reject in whole or in part any or all bids received and to make an award on the basis of individual item, combination of items, or overall bid, as it is deemed in the best interest of the City. 19.4 The City also reserves the right to reject the bid of a bidder who has previously failed to perform properly or complete on time agreements of a similar nature. 19.5 The City reserves and shall be free to exercise the right to evaluate bid in relation to performance record of bidder with the City itself,another municipal corporation of like size, or private corporations during the past two-year period. Such precautions are deemed to be in the public interest inasmuch as Contractor failure or inability to furnish items within the prescribed time can create emergency situations and impose unnecessary hardship on both the City as a municipal corporation and the public at large. I 19.6 Offeror's Qualifications 19.6.1 Prospective Offeror(s) must demonstrate that they are duly qualified and capable to fulfill and abide by the requirements of this ITB. The City reserves and shall be free to exercise the right to evaluate the ITB in relation to performance record of Contractor with the City itself; or other municipalities of like size, during the past twenty-four(24) months. 19.6.2 The Offeror(s)must meet and provide proof of the following qualifications upon request: o Available facilities and adequate equipment to render the services requested, o Available qualified and trained personnel to perform the overhaul services requested, o Capability to provide local repair and maintenance services, if required, o Adequate financial status to meet the financial obligations that may result during the performance of the service. 19.7 Offeror(s)may not be on a local, state, or federal consolidated list of debarred, suspended and ineligible contractors and grantees. Offeror's may not be involved in, or party to any litigation with the City of Fort Worth. 19.8 Tentative Schedule of Events: ITB Release Date December 5, 2018 Pre-Bid Conference December 13, 2018, 10:OOam Deadline for Questions December 20,2018 at 5:00 PM (Local Time) (Buyer must leave S:OOPM) Answers Posted December 21, 2018 ITB Due Date January 10, 2019 by 1:30 PM (Local Time) Recommended Contractor Selection January 17, 2019 Mayor and Council Consideration February 12, 2019 20.0 BIDS 20.1 Bidders shall submit the following items with their bid: 20.2 A completed and signed original Invitation to Bid (ITB)form; 20.3 A completed and signed original Bid Solicitation form; 20.4 A completed and signed original Conflict of Interest Questionnaire, Attachment A; 20.5 A completed Bidder's Contact Information Form,Attachment B; 20.6 A completed Consideration of Location of Bidder's Principal Place of Business, Attachment C, if applicable; 20.7 A completed Reference Sheet, Attachment D; 20.8 All items listed in Section 18.0, Bidder Qualifications; 20.9 Scanned copy of all documents listed in paragraph 20.1 in flash drive. 20.10 Failure to submit the items listed in paragraph 20.1 may be grounds for rejection of a bid as non-responsive to the specifications. 21.0 QUESTIONS 21.1 Questions, explanations or clarifications desired by a Contractor regarding any part of the bid must be requested in writing from the Purchasing Division by 5:00 PM on December 20, 2018. Interpretations, corrections or changes to the bid made in any other manner are not binding upon the City, and Contractors shall not rely on such interpretations, corrections or changes. Oral explanations or instructions given before the award of the Agreement are not binding. 21.2 IN ORDER FOR THE QUESTION TO BE ANSWERED ALL QUESTIONS MUST BE HAND DELIVERED OR SENT BY E-MAIL TO THE ADDRESS BELOW OR FAXED TO THE TELEPHONE NUMBER BELOW AND MUST BE IDENTIFIED AS LISTED BELOW: 21.6 Hand Delivery must be submitted to the Purchasing 21.6 Email questions to: FMSPurchasin Res onses fortworthtexas. ov Please include the bid number, name of the bid and (Jane Rogers, Buyer) in the subject line. Please note, if an e-mail confirming receipt of your e-mail is not received within 1 business day, please contact City of Fort Worth Purchasing at 817-392-2462. 21.6 facsimile: (817) 392-8440,Attention: Jane Rogers and Bid NO.19- 0022 PART-IV CITY OF FORT WORTH STANDARD PURCHASING TERMS AND CONDITIONS 1.0 DEFINITION OF F3UYER The City of Fort Worth, its officers, agents, servants, authorized employees, Contractors and subContractors who act on behalf of various City departments, bodies or agencies. 2.0 REF--]N—M =OfA LER The consultant, Contractor(s), supplier, Contractor(s)or other provider of goods and/or services, its officers, agents, servants, employees, Contractors and subContractors who act on behalf of the entity under a contract with the City of Fort Worth, 3.0 PUBLIC INFORMATION Any information submitted to the City of Fort Worth (the "City") may be requested by a member of the public under the Texas Public Information Act. See TEX. GOV'T CODE ANN. §§ 552.002, 552.128(c) (West Supp. 2006). If the City receives a request for a Seller's proprietary information, the Seller listed in the request will be notified and given an opportunity to make arguments to the Texas Attorney General's Office (the "AG") regarding reasons the Seller believes that its information may not lawfully be released. If Seller does not make arguments or the AG rejects the arguments Seller makes, Seller's information will be released without penalty to the City. 4.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer or employee of Buyer shall have a financial interest, direct or indirect, in any contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land, materials, supplies or services, except on behalf of Buyer as an officer or employee. Any willful violation of this section shall constitute malfeasance in office, and any officer or employee found guilty thereof shall thereby forfeit his office or position. Any violation of this section with the knowledge, expressed or implied, of the person or corporation contracting with the City Council shall render the contract invalid by the City Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter) 5.0 ORDERS 5.1 No employees of the Buyer or its officers, agents, servants, Contractors or subContractors who act on behalf of various City departments, bodies or agencies are authorized to place orders for goods and/or services without providing approved contract numbers, purchase order numbers, or release numbers issued by the Buyer. The only exceptions are Purchasing Card orders and emergencies pursuant to Texas Local Government Code Section 252.022(a)(1), (2), or (3). In the case of emergencies, the Buyer's Purchasing Division will place such orders. 5.2 Acceptance of an order and delivery on the part of the Seller without an approved contract number, purchase order number, or release number issued by the Buyer may result in rejection of delivery, return of goods at the Seller's cost and/or non- payment. 6.0 SELLER TO PACKAGE QQODS Seller will package goods in accordance with good commercial practice. Each shipping container, shall be clearly and permanently marked as follows: (a) Seller's name and address: (b) Consignee's name, address and purchase order or purchase change order number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and (d) Number of the container bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications, Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 7.0 SHIPMENT UNUM RESERVA ION PFRMULTED Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will operate as a tender of goods. 8.0 TITLE=ANS RISK OL LM The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery after inspection and acceptance of the goods. 9.0 pIaLIVER_Y_TERMS-A1y1L}_ RANSPOR7ATION GHAR(; Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed, unless delivery terms are specified otherwise in Seller's proposals. Buyer agrees to reimburse Seller for transportation costs in the amount specified in Seller's proposals or actual costs, whichever is lower, if the quoted delivery terms do not include transportation costs; provided, Buyer shall have the right to designate what method of transportation shall be used to ship the goods. 10.0 PLACE OE PELIVEFtY The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase change order, or release order. 11.0 RIGHT DE INM MM Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall be responsible for all charges for the return to Seller of any goods rejected as being nonconforming under the specifications. 12.0 INVOICES 12.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase change order after each delivery. invoices shall indicate the purchase order or purchase change order number. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, should be attached to the invoice. Seller shall mail or deliver invoices to Buyer's Department and address as set forth in the block of the purchase order, purchase change order or release order entitled "Ship to." Payment shall not be made until the above instruments have been submitted after delivery and acceptance of the goods and/or services. 12,2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The Buyer shall furnish a tax exemption certificate upon Seller's request. 13.0 PRICE WARRANTY - y rA 13.1 i The price to be-pad—byuyer_sh^JI hi- ^tcO11onfLarr_r contained InC�r�""�JCproposals r-R Caller warrants to be no no hghier �� � er's Gurrent prices on orders by of eer products ��°°kind and nnonifiGation covered by this n.v Fe ennt fear similar quantities r like and-_Methods of p rrhecra n thee event Seller breaGhe6- .. _ ........ . ...... .._._ .._._. . .. items shall--ba-reduged _.to.__ -the -prir,86 sontagined- in Sellers proposals, or in the elternotivo,44nnn Rntrer'c nntionr Buyer nhnll have the right to cannel this aentFaGt without any lioh Her forbre- rorr� QollWs„_aactual ex e Such remedies are in addition to and net in lieu of any nthe remedies which Buyer may have in layer or equity. � 13.2 Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage or contingent fee, excepting employees of an established commercial or selling agency that is maintained by Seller for the purpose of securing business. For breach or violation of this warranty, Buyer shall have the right, in addition to any other right or rights arising pursuant to said purchase(s), to cancel this contract without liability and to deduct from the contract price such commission percentage, brokerage or contingent fee, or otherwise to recover the full amount thereof. 14.0 ,_RQ„PUCT_WA#3RANTY Seller shall not firnit or exGlude any expre66 OF ifflplied warranties and any attempt to do . Seller warrants that the goods furnished will conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation, and the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's specifications, drawings, and descriptions, Buyer's specifications shall govern. 15.0 SAFETY WARRAN i Y Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as amended. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at Seller's expense. In the event Seller fails to make appropriate correction within a reasonable time, any correction made by Buyer will be at Seller's expense. Where no correction is or can be made, Seller shall refund all monies received for such goods within thirty (30) days after request is made by Buyer in writing and received by Seller. Notice is considered to have been received upon hand delivery, or otherwise in accordance with Section 29.0 of these terms and conditions. Failure to make such refund shall constitute breach and cause this contract to terminate immediately. 16.0 SOFTWARE LICEN,9E TO SELLER If this purchase is for the license of software products and/or services, and unless otherwise agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive, nontransferable, royalty free license to use the software. This software is "proprietary" to Seller, and is licensed and provided to the Buyer for its sole use for purposes under this Agreement and any attached work orders or invoices. The City may not use or share this software without permission of the Seller; however Buyer may make copies of the software expressly for backup purposes. 17.0 WARRANTY AGAINST INFRINGEMENT OF_INTELLECTUAL PROPERTY 17.1 The SELLER warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes (in this Section each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights,in the performance of services under this Agreement. 17.2 SELLER shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Dellverable(s) in the course of performance or completion of, or In any way connected with providing the services, or the City's continued use of the Deliverable(s)hereunder. 17.3 SELLER agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend,settle or pay shall not apply f if the City modifies or misuses the Deliverable(s). So long as SELLER bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, SELLER shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with SELLER in doing so. In the event City,for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, SELLER shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give SELLER timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate SELLER's duty to indemnify the City under this Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise,such use is materially adversely restricted,SELLER shall,at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make themlit non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s)with equally suitable,compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to SELLER, terminate this Agreement, and refund all amounts paid to SELLER by the City, subsequent to which termination City may seek any and all remedies available to City under law. 18.0 OWNERMIP Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas, processes, methods, programs, and manuals that were developed, prepared, conceived, made or suggested by the Seller for the City pursuant to a Work Order, including all such developments as are originated or conceived during the term of the Contract and that are completed or reduced to writing thereafter (the "Work Product") and Seller acknowledges that such Work Product may be considered "work(s) made for hire" and will be and remain the exclusive property of the City. To the extent that the Work Product, under applicable law, may not be considered work(s) made for hire, Seller hereby agrees that this Agreement effectively transfers, grants, conveys, and assigns exclusively to Buyer, all rights, title and ownership interests, including copyright, which Seller may have in any Work Product or any tangible media embodying such Work Product, without the necessity of any further consideration, and Buyer shall be entitled to obtain and hold in its own name, all Intellectual Property rights in and to the Work Product. Seller for itself and on behalf of its Contractors hereby waives any property interest in such Work Product. 19.0 NETWORK ACCESS The City owns and operates a computing environment and network(collectively the "Network"). If Seller requires access, whether onsite or remote, to the City's network to provide services hereunder, and the Seller is required to utilize the Internet, Intranet, email, City database, or other network application, Seller shall separately execute the City's Network Access Agreement prior to providing such services. A copy of the City's standard Network Access Agreement can be , provided upon request. ; I I 3 20.0 CANMLA1�lON Buyer shall have the right to cancel this contract immediately for default on all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof, including warranties of Seller- iumg written gopt v of such defaul►ku seller ai,u a reaa_,iabte uleteug Lugiit to.;urs. Such right of cancellation is in addition to and not in lieu of any other remedies, which Buyer may have in law or equity. 21.0 IMMINA i ION The performance of work or purchase of goods under this order may be terminated in whole or in part by Buyer, with or without cause, at any time upon the delivery to Seller of a written "Notice of Termination" specifying the extent to which performance of work or the goods to be purchased under the order is terminated and the date upon which such termination becomes effective. Such right of termination is in addition to and not in lieu of any other termination rights of Buyer as set forth herein. 22.0 A-S%S1GNMII;NT 1 I]ELEGATIQN No interest, obligation or right of Seller, including the right to receive payment, under this contract shall be assigned or delegated to another entity without the express written consent of Buyer. Any attempted assignment or delegation of Seller shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer giving its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, ail documents, as determined by Buyer, that are reasonable and necessary to verify Seller's legal status and transfer of rights, interests, or obligations to another entity. The documents that may be requested include, but are not limited to, Articles of incorporation and related amendments, Certificate of Merger, iRS Form W-9 to verify tax identification number, etc. Buyer reserves the right to withhold all payments to any entity other than Seller, if Seller is not in compliance with this provision. If Seller fails to provide necessary information in accordance with this section, Buyer shall not be liable for any penalties., fees or interest resulting therefrom. 23.0 WAIVER No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration in writing and is signed by the aggrieved party. 24.0 MOOIFICATIO� This contract can be modified or rescinded only by a written agreement signed by both parties. 25.0 TME AQREEMENT In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions together with any applicable proposal documents published by the Buyer and Seller's Response to such proposal (the "contract documents"). This Agreement is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in a course of performance under this Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code (UCC) is used in this Agreement, the definition contained in the UCC shall control. in the event of a conflict between the contract documents, the order of precedence shall be these Standard Terms and Conditions, the Buyer's published proposal documents and the Seller's response. If Buyer and Seller have otherwise negotiated a contract, this Agreement shall not apply. 28.0 ,A.PPLICABLE LAW!VENUin This agreement shall be goytnTrrn`ed her the Uniform !'nrv�rn��a' CACln_w4oreyer tho tc rm ��F lnifnrm " OF uUGG" I- ----dit shall be GOnstrued as meaning the UR'ferm Qemmemial 7 Godo as adopted and amended ;n t+he State of Texas.- Both parties agree that venue for any litigation arising from this contract shall be in Fort Worth, Tarrant County, Texas. This contract shall be governed, construed and enforced under the laws of the State of Texas. 27.0 )NC-EP -CONTRACTOR(S Seller shall operate hereunder as an independent Contractor(s) and not as an officer, agent, servant or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control, the details of its operations hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, Contractors and sub- Contractors. The doctrine of respondeat superior shall not apply as between Buyer and Seller, its officers, agents, employees, Contractors and subContractors. Nothing herein shall be construed as creating a partnership or joint enterprise between Buyer and Seller, its officers, agents, employees, Contractors and subContractors. 28.0 LIARI .I..1AND IN® 28.1 LIAI_ITY.- SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION($), MALFEASANCE OR INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 28.2 (NIS_FMNIl=LCATIQIV -SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY (ALSO REFERRED TO AS BUYER), ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST" ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF SELLER, ITS OFFICERS,AGENTS,SUBCONTRACTOR(S)S,SERVANTS OR EMPLOYEES. 29.0 SEVERABILITY In case any one or more of the provisions contained in this agreement shall for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement, which agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 30.0 FISCAL FUNDING LIMITATION In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for payments due under this contract, then Buyer will immediately notify Seller of such occurrence and this contract shall be terminated on the last day of the fiscal period for which funds have been appropriated without penalty or expense to Buyer of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. I 31.0 NOTICES TO_PARTIES Notices addressed to Buyer pursuant to the provisions hereof shall be conclusively determined to have been delivered three (3) business days following the day such notice is deposited in the United States mail, in a sealed envelope with sufficient postage attached, addressed to Purchasing Manager, City of Fort Worth, Purchasing Division, 200 Texas Street, Fort Worth, Texas 76102. Notices to Seller shall be conclusively determined to have been delivered three (3) business days following the day such notice is deposited in the United States mail, in a sealed envelope with sufficient postage attached, addressed to the address given by Seller in its response to Buyer's invitation to proposals. Or if sent via express courier or hand delivery, notice is considered received upon delivery. 32.0 NON-©ISCRIMINATION This contract is made and entered into with reference specifically to Chapter 17, Article III, Division 3 ("Employment Practices"), of the City Code of the City of Fort Worth (1986), as amended, and Seller hereby covenants and agrees that Seller, its employees, officers, agents, Contractors or subContractors, have fully complied with all provisions of same and that no employee, participant, applicant, Contractor(s)or subContractor(s)has been discriminated against according to the terms of such Ordinance by Seller, its employees, officers, agents, Contractor(s)or subContractors herein. 33.0 )MiWIG-RATION NATIONALITY ACT City actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Contractor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Contractor shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Contractor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Contractor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 34.0 HEALTH. SAFETY.AND ENVIRONMENTAL 11EQUIREMIIE"1yT� Services, products, materials, and supplies provided by the Seller must meet or exceed all applicable health, safety, and the environmental laws, requirements, and standards. In addition, Seller agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and inspections necessary to provide the products or to perform the services hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall have the right to immediately terminate this Agreement for violations of this provision bySeller. 35.0 RIGHT TO AUDIT Seller agrees that the Buyer, or Buyer's authorized representative, shall, until the expiration of three (3) years after final payment under this contract, and at no additional cost to Buyer, have access to and the right to examine and copy any directly pertinent books, computer disks, digital files, documents, papers and records of the Seller involving transactions relating to this contract, including any and all records maintained pursuant to Section 31 of this Agreement. Seller agrees that the Buyer shall have access, during normal working hours, to all necessary Seller facilities, and shall be provided adequate and appropriate workspace, in order to conduct audits in compliance with the provisions of this section. Buyer shall pay Seller for reasonable costs of any copying in accordance with the standards set forth in the Texas Administrative Code. The Buyer shall give Seller reasonable advance written notice of intended audits, but no less than ten (10) business days. 36.0 1215ABI .ITY In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Seller warrants that it and any and all of its subContractors will not unlawfully discriminate on the basis of disability in the provision of services to general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Seller or any of its subContractors. Seller warrants it will fully comply with ADA's provisions and any other applicable federal, state and local laws concerning disability and will defend, indemnify and hold Buyer harmless against any claims or allegations asserted by third parties or subContractors against Buyer arising out of Seller's and/or its subContractor's alleged failure to comply with the above-referenced laws concerning disability discrimination in the performance of this agreement. 37.0 DISPUTE RESOLUTION If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding mediation upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. 38.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms"boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract,Seller certifies that Seller's signature provides written verification to the City that Seller: (1) does not boycott Israel; and (2)will not boycott Israel during the term of the contract, Revised August 31,2017. PART—V ATTACHMENTS A T T ACHMEN T-A CONFLICT OF INTEREST DISCLOSURE REQUIREMENT Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a focal governmental entity(i.e. The City of Fort Worth)must disclose in the Questionnaire Form CIQ ("Questionnaire")the person's affiliation or business relationship that might cause a conflict of interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the City, or submits an application or response to a request for proposals or bids, correspondence, or another writing related to a potential Agreement with the City. Updated Questionnaires must be filed in conformance with Chapter 176. A copy of the Questionnaire Form C!Q is enclosed with the submittal documents. The form is also available at http://www.ethics.state.tx.us/forms/C]Q,pd". If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement.An offense under Chapter 176 is a Class C misdemeanor. NOTE: If you are not aware of a Conflict of Interest in any business relationship that you might have with the City, state Contractor name in the # 1, use NIA in each of the areas on the form. However,a signature is required in the#4 box in all cases. CONFLJCT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questlonnalre reflects changes made to ilia law by H.B. 23,84111 Leg.. Regular Session. OFFICEUS£ONLY This questionnaire is being filed i n accordance with Chapter 176,Local Gover ment Cc de, L;Va Raceived by a vendorwho has a business relationship as defined by Section 176.Q01(i-a)with a IF- governmental entity and the vendor meets requirements under Section 176.008(a). By law this questionnaire must be filedwith the records administrator of Lie local governmental entity not later than tate 7th business day after the date the vendor becomes aware of fa 'r that require the statement to be filed. See Section 176.006(a-1),Local Government 0 J J. A vendor commits an offense if the vendor knowingly violates Section 176.006, Lt., 11 Government Code.An offense Linder this section Is a misdemeanor_ Name of vendor who has a business relationshlpwith local governmental entity. Check this box if you are filing at)update to a previouslyfiled questionnaire. {T"he law requires that you file an updated completed questionnaire with the appropriate filing authority not later Than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Hairte of local government ofifeer about whom the Information In this section Is hoing disclosed. Mame cf Officer This section(item 3 including subparts A. f3,C. & 0) must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section Local Goverment Coda. Attach additional pages to this Forza 010 as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income,other than investment Income,from the vendor? Yes F-1 foto E. Is the vendor receiving or likely to receive taxable income,dtherthan invesiment income,from or at the direction of the IG~a: government officer named In this section AND the taxable income is not received from the local governmentA entity? Yes LINo G. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director,or holds an ownership Interest of one percent or more? 0 Yes No D. Describe each employment or business and family relationship with the focal government officer named In this sectigr, i€ i A ! 3 Signatu*e of vendor doing business wish the governmental entity Date Adopted 817/2015 1 ATTACHMENT-B BIDDER'S CONTACT INFORMATION Bidder's Name: Bidder's Local Address: Phone: Fax: Email: Name of person assigned specifically for this Agreement: Name/Title Phone: Fax: Email: Name of persons for renewal information and/or billing questions: Name/Title Phone: Fax: Email: Name/Title Phone: Fax: Email: Signature Printed Name Date ATTACHMENT-C CONSIDERATION OF LOCATION OF BIDDER'S PRINCIPAL PLACE OF BUSINESS Section 2-14 of the Fort Worth Code of Ordinances authorizes the City Council, when considering competitive sealed bids, to enter Into a contract for certain purchases with a bidder whose principal place of business is in the corporate limits of the City of Fort Worth and whose bid is within 3 or 5 percent of the lowest bid, depending on the value of the request and goods or services requested, if the lowest bid is from a business outside the municipality and contracting with the local bidder would provide the best combination of price and other economic benefits to the municipality. Requests to be considered a local business must be submitted on this form with bid packages to be considered by the City of Fort Worth. Questions should be addressed to the Purchasing staff listed in the bid or request package. The Fort Worth City Council requires the following information for consideration of location of a bidder's principal place of business. Add additional sheets if needed to provide this information. 1. locational Eligibility: Principal Place of Business in Fort Worth, Texas. a. Do you have a Fort Worth office? If yes, identify address: b. What percentage of estimated gross company sales (worldwide) are sales originating in Fort Worth? "Originating in Fort Worth" shall mean payable at the Fort Worth office. [must exceed 50%) 2. Economic Development opportunities resulting from contract. a. Number of Fort Worth resident-employees? b. Amount of City of Fort Worth ad valorem taxes(real and business personal property) paid by company(for prior tax year—Fort Worth office or former location, if Fort Worth office is newly- established)? Certification of information: The undersigned does hereby affirm that the information supplied is true and correct as of the date hereof, under penalty of penury. (Company Name) (Date) (Signature) (Printed Name and Title) I i ATTACHMENT-D REFERENCE SHEET Please complete and return this form with your bid. The bidder shall furnish references for at least three(3)recent customers to whom products and/or services have been provided that are similar to those required by this solicitation. The City will be the sole judge of references. Please use additional sheets. 1. Company's Name Name of Contact Title of Contact Present Address City, State, Zip Code Telephone Number ( } Fax Number( ) Email 2. Company's Name Name of Contact Title of Contact Present Address City, State, Zip Code Telephone Number ( ) Fax Number( } Email 3. Company's Name Name of Contact Title of Contact Present Address City, State, Zip Code Telephone Number ( } Fax Number( ) Email ATTACHMENT—G DETAILED SCOPE OF SERVICESISPECIFICATIONS POWER GENERATION SOLAR TAURUS 60 GAS TURBINE-DRIVEN GENERATOR SET 1.0 INTENT 1.1 The City of Fort Worth(City) seeks bids to finalize two-part Purchase Agreement between the City Village Creek Water Reclamation Facility and a qualified, licensed service provider for services relating to the City's two(2) Solar Taurus 60 Gas Turbine- driven Generator Sets. The successful bidder, known hereafter as"Contractor(s)". 1.2 The part one services shall include a one-time, Gas Turbine engine exchange program; modification of existing ancillary systems for natural gas;training;and startup and calibration services.The initial contract will purchase one (1)gas turbine exchange with subsequent exchanges to be done(under separate contracts)at 30,000 to 35,000 hours of service. 1.3 The part two services shall be an annual Agreement with four one-year renewal options to include scheduled and non-scheduled onsite maintenance visits; certified replacement parts and consumables;generator inspections; and repairs and testing of the Gas Turbine Sets on an "as needed" basis. 2.0 Background 2.1 The Village Creek Water Reclamation Facility(VCWRF) is located at 4500 Wilma lane, Arlington,Texas 76012. Currently two Taurus 60(5.2 MW ISO rated), low BTU,turbine engines are onsite for power generation.These turbines are fueled with a biogas mixture consisting of anaerobic digester gas produced onsite and landfill gas.A small amount of natural gas is sometimes added to the mixture when needed to maintain the load set-point of the turbines. Because of the dual fuel capability,there is ancillary equipment for each fuel type. One turbine is in use at all times with the second one on standby in case of need. 2.2 A horoscope test was conducted on July 12,2017 and the report is available upon request. 2.3 One of the Taurus 60 Engines(Gas Turbine No. 1),version 7301 is requiring its first scheduled maintenance overhaul.Gas Turbine#1 information is as follows: • Engine Model Number:Taurus 60 e Engine ID: ET731C-COGROH00 a Engine Serial Number:OHb12-T8846 0 Gear Unit Assembly Number. E196800-206-960 e Gear Unit Serial Number: GBB12-90287 Y Runtime logged, Hours:approximately 31,300 2.4 It is the objective of the City to have the engine exchanged as a turnkey operation inclusive of removal to reinstallation.The primary goal for the exchange is to have the turbine interchanged with a natural gas fuel only engine. 3.0 Scope of Work Contractor shall provide all necessary labor, equipment and supplies to successfully complete the following lister!tasks: 3.1 Part One-Gas Turbine Exchange 3.1.1 Provide an engine exchange program that will replace Gas Turbine No. 1 of the two existing Solar Taurus 60 Gas Turbine Engine (including reduction gearbox) with a new or certified rebuilt engine. Exchanged engine must run on natural gas fuel only. 3.1.2 Provide all necessary removal,transportation, and installation services associated with Engine exchange. 3.1.3 Provide all necessary calibration and tuning to make exchanged engine operable at manufacturer-specified efficiencies on natural gas fuel. 3.1.4 Provide all necessary services and parts to adapt existing ancillary equipment of the exchanged turbine for natural gas operation. 3.1.5 General Services: 3.1.5.1 Onsite inspection and review of existing engine and systems prior to removal to ensure successful exchange with natural gas only fuel engine. Work to be performed at the City of Fort Worth's VCWRF. 3.1.5.2 Prepare for safe transportation as required for critical machinery hauling, loading and delivery to Contractors shop for commencement of exchange to original equipment manufacturer(OEM)specifications,The City will make available a 15-ton overhead track crane and 120V/240V electrical power onsite.The City will also make available the proprietary lifting mechanism from the manufacturer.The successful Contractor will be required to provide all other labor,crating,transportation,tools, equipment,supplies and incidentals necessary to remove the engine from the turbine assembly,and install exchanged engine. 3.1.5.3 Teardown inspection report on the removed unit to be provided to the City by the Contractor. 3.1.5.4 The primary goal for the exchange is to replace current Gas Turbine No. 1 and its gearbox with a natural gas-fueled engine in a condition that meets or exceeds the original performance characteristics.Original performance characteristics are to be defined by the information, performance curves and corrections factors found in the City of Fort Worth Installation and Maintenance Instructions dated 12/2000. Provide all necessary parts and services to convert ancillary equipment , to accommodate natural gas fueled engine. I 3.1.5.5 Testing shall be required to be perforated at the Contractor-owned i facility. Provide test report for City review. 3.1.5.6 When test report has been reviewed and accepted by City, Notice-to- Proceed will be issued for the approved installation and ancillary equipment modifications. 3.1.5.7 The Contractor shall indicate on their bid proposal the schedule,from the date of the notice to proceed from the City, perform witness testing of the exchange unit, remove the existing turbine located at the VCWRF, install and commission the exchanged turbine,and perform system tuning and retrofits necessary for operation on natural gas. 3.1.5.8 Provide training of City personnel for operation and expected routine maintenance of the gas turbine and gearbox. 3.2 Part Two: Maintenance Services 3.2.1 General Requirements 3.2.1.1 Provide maintenance reports for all work done during onsite visits, whether scheduled or unscheduled. 3.2.1.2 Designate a point of contact through whom all inquiries regarding the relevant equipment will be directed. 3.2.1.3 Provide emergency on call services,with staff available to be on-site within 48 hours whenever required to minimize equipment downtime. 3.2.2 Scheduled Maintenance Services on Existing Unit(Using Low-BTU Biogas Fuel) 3.2.2.1 Performance Audit and Maintenance Check-Annual Basis-Solar Taurus 60 Gas Turbine Generator Set fueled by biogas. Include on-site service, parts,written site visit report and recommendations. 3.2.2.1.1 Provide a list with pricing of all periodic maintenance(parts and services) in accordance with industry standards on the following Gas Turbine systems as required to maintain the warranty: i Air Systems * Electrical and Instrumentation Systems • Fuel Systems • General - - a generator O Lube Oil Systems • Start Systems and Auxiliary Motors 3.2.2.1.2 Provide a list of standard and overtime hourly charges for a service technician as well as anticipated travel or per diem costs. 3.2.3 Scheduled Maintenance Services on Exchanged Unit(Converted to Natural Gas Fuel) 3.2.3.1 Performance Audit and Maintenance Check-Annual Basis-Solar Taurus 60 Gas Turbine Generator Set fuel by natural gas. Include on-site service, parts,written site visit report and recommendations. 3.2.3.1.1 Provide a list with pricing of all periodic maintenance (parts and services) in accordance with industry standards on the following Gas Turbine systems as required to maintain the warranty: m Air Systems 9 Electrical and Instrumentation Systems o Fuel Systems B General A Generator V Lube Oil Systems * Start Systems and Auxiliary Motors 3.2.3.1.2 Provide a list of standard and overtime hourly charges for a service technician as well as anticipated travel or per diem costs. 3.2.4 Non-Scheduled Maintenance Services Provide onsite,on-call technical assistance,service repairs,troubleshooting, and/or training as needed outside of normally scheduled preventive maintenance in accordance with submitted hourly/daily charge schedule. 3.2.5 Repair Parts The contractor must provide original equipment manufacturer(OEM)parts whenever feasible or an approved certified alternative of equal quality(i.e. meets or exceeds OEM specifications). Provide a list of OEM parts with prices required in first year to maintain warranty. 3.2.6 Training Provide comprehensive technical training curriculum for Solar Taurus 60 Gas Turbine Generator Set operations and maintenance. Highly qualified and experienced instructors shall deliver hands-on technical training.The contractor must provide available training programs at the foundational, intermediate and advanced levels. 4.4 Detailed Specifications for Turbine Engine Exchange(Bid Solicitation Part One) The City has determined minimum specifications and requirements as outlined below. Failure to comply with these specifications may be cause for rejection of the proposals.Alternate components that will meet the same function may be considered. 4.1 Exchange Technical and Functional General Requirements 4.1.1 Turbine removal,exchange,and reinstallation shall be performed by technicians regularly engaged in the overhaul of Solar Taurus 60 engines and whose experience can be verified. 4.1.2 Proposals should include the names and experience records of staff available to perform the work.Qualified staff should have no less than five (5)years' experience and ten (10)similar turbine engine exchanges.Of this number,five (5)should be related to Solar Taurus 60. Proposals should also include a minimum of three references that will be contacted. Reference information should include the type of equipment,the date/time of the work,the person/team performing the work and contact information for the client for whom services were provided. 4.2 Engine Removal After shutdown,the Contractor will remove the engine and gearbox and prepare them for shipment.Contractor will provide all labor for teardown, removal and preparation for shipment.Care must be taken not to damage any equipment left behind or gas turbine remaining in service.Transportation will be provided by Contractor. 4.3 Engine Exchange 4.3.1 Prepare an exchange engine to operate on natural gas fuel only to replace the removed engine. 4.3.2 Parts modification or replacement for turbine upgrades in accordance with customer specification. 4.3.3 Assembly of the components to modules. 4.3.4 Assembly and adjustments of compressor and turbine rotors. 4.3.5 Protective coating according to OEM's and shops recommendations. 4.3.6 Balancing of each rotor. 4.3.7 Assembly of the modules into a complete unit. 4.3.8 The Contractor shall allow City representatives to witness in-shop testing of the exchange engine for emissions and efficiency. Proper notice of at least fifteen (15.)days must be given to allow time for travel if desired by City personnel to observe. 4.3.9 Final balancing and mechanical test at in-house test cell. 4.3.10 Run-in procedure. 4.3.1.1 Full speed test. 4.3.12 Vibration survey. 4.3.13 Full load test up to 5 MW with a hydraulic brake. 4.4 Delivery Contractor will provide all labor for teardown, removal and preparation for shipment. Transportation will be provided by Contractor as deemed appropriate to guarantee safe arrival of exchanged engine from Contractor's workshop. Insurance must be sufficient to cover any damage or replacement of unit should any damage occur during transportation. 4.5 Installation 4.5.1 Engine is to be inspected for shipping damage by Contractor at offload.The City will make available a 15 ton overhead track crane and 120V/240V electrical power onsite. 4.5.2 Re-installation of engine into turbine housing by Contractor's crew.Successful Contractor will be required to provide all other labor,transportation,tools, equipment,supplies and incidentals necessary to reinstall engine into turbine assembly. 4.5.3 Commissioning and startup tests are performed by the Contractor's field service personnel.Conduct full performance test and issue test report certifying speed, temperature,vibration, horsepower and efficiency meet or exceed the original performance characteristics using a full load test. 4.5.4 Verify engine controls are tuned for natural gas operation. Others contracted by the City of Fort Worth personnel with Contractor's guidance will do any modifications to PLC controls. 4.5.5 In accordance with section 5.0"Warranty", Contractor shall provide a performance guarantee,following project completion for fuel efficiency, power output,emissions and vibration levels meeting-or exceeding the original performance characteristics. Post overhaul NOx emissions will be limited to ! current NOx emission output which ranges from 24 parts to 30 parts per million in a temperature range of 41°F to 85°F. Contractor shall provide warranty terms and conditions as part of their bid proposal. 4.5.6 While on City property,the Contractor will be required to immediately remove personnel and equipment from the work area at any time that VCWRF operational conditions require it. Contractor will be responsible for lock- out/tag-out of equipment; plant staff will assist in designating which equipment will need to be locked-out/tagged-out.Contractor personnel will be required to attend a short safety training/evacuation program before work begins;this 15 to 20 minute training can be scheduled with Safety Coordinator at 817-392- 4987.- 4.6 17-392-4987.4.6 Training Contractor shall supply training on the operation and owner-conducted maintenance of the replacement turbine to City employees as specified in Section 3.2.6. 5.0 Warranty The Contractor shall provide the warranty duration and terms for the work performed under the Part 1 Scope of Services as part of their bid proposal,though a 12 month warranty term shall be considered as the minimum duration acceptable to the City. For work associated with Part 1, the Contractor shall provide a minimum 12-month warranty on parts,equipment and labor against all defects in materials and workmanship,starting on the date of commissioning. Warranty shall be full compensating for labor and materials to address the warranty repair. Contractor shall provide a written description of their warranty language with their bid proposal. ATTACHMENT B CONTRACTOR'S RESPONSE TO ITB Ethos Energy Light Turbines LLC Page 14 of 16 Contractor Services Agreement -- osEner F h gy o W of Porro Wnr�h SerMoce, Fxchi angv andl AMH' mance Prrapam� T akArus ' 60 T7301, Gas Producers mndeducVu®n G. Proposal lel®: 18-015718 REV00 ®ate: 09 January 2019 Light Turbines 16thosOnergy City of Fort Worth EthosEnergy Light Turbines LLC. Lower Level,City Hall, 6225 W.Sam Houston Pkwy, N. 200 Texas Street, Houston,Texas 77041-5145 Fort Worth,Texas 76102 USA Tel: + (1)713 849 8800 Fax: + (1)713 849 8888 www.ethosenergygroup.com Attn: City of FT Worth Subject: T°auruSTM 60 T7301 Gas Producer and Reduction Gearbox Dear Sir/Madam, EthosEnergy Light Turbines LLC(EELT)is pleased to offer this proposal to carry out the above referenced service. EELT has reviewed the Customer provided Invitation to Bid (ITB) 19-0022 and confirms compliance subject to the Exceptions and Clarifications noted in Appendix 4. We trust that our proposal is in line with your request and welcome the opportunity to discuss the contents and the requirements of your proposed outage/shutdown planned this year. Should you or your colleagues require any further information or clarification of any point, please do not hesitate to contact the undersigned. Yours faithfully, Natt4w i5awylolr eclfaw A-alrala Mathew Barron Cesar Miranda Regional Sales Manager Commercial Analyst EthosEnergy Light Turbines, LLC EthosEnergy Light Turbines, LLC Mobile:281-318-9582 Office: 713-849-8882 Email:fnatthew.barron@ethosenergygro�•: __ _ Email: :sar-mira.nda@ethosene.rgyaroup co.m Customer:COFw (02018 EthosEnergy--Confidential& Project:Service Exchange Proprietary Information Date:01/09/19 r 1 Ethos Lner Table ®f Contents 1. Scope of Work-Part 1.................................................................................................... 1.1. Service Exchange........................................................................................................ 1.1.1. Pricing Basis..............................................................................................................: .55 1.1.2. Performance Guarantee ..........................................................................................56 1.1.2.1. Performance Guarantee Assumption..................................................................66 1.2. Field Services ............................................................................................................... Ira 1.2.1. Personnel.......................................................................................................................7--7 1.2.2. Parts and Tooling........................................................................................................7.7 1.2.3. Customer Responsibilities.......................................................................................7-7 2. Scope of Work-Part 11...................................................................................................99 2.1. Term Maintenance Agreement...........................................................................9-9 2.1.3. Term and Renewal.....................................................................................................99 2.1.2. Covered Equipment...................................................................................................99 2.2. Preventive Maintenance........................................................................................9-9 22.1.1. Predictive Maintenance......................................................................................16119 2.2.2. Contract Execution Manager(CEM)...............................................................16119 2.23. Engineering...................................................................................................,......... 2.2.4. Call Outs / Unscheduled Maintenance for Troubleshooting and Repairs 2.2.5. Service Parts...........................................................................................................1114 2.2.6. Excluded Equipment............................................................................................11U 2.3. Taurus^" 60 Gas Turbine Training.................................................................11-4 2.3.1.1. Course Agenda...........-.........................................................................................12� Day 1 - Engine and Compressor Theory/Construction......................................1242 Day 2 - Package Systems and Operation....................................................................1212 Day 3 Generator Training............................................................................................. . 3 3. Pricing..................:..—.-.............................................................................................1414 3.1. Service Exchange...................................................................................................= 4 3.2. Maintenance Services.........................................................................................� 3.3. Escalation Provision.............................................................................................1-515 4. Commercial Summary................................................................................................ .5" 4.1. Validity Period...................................................................................................... .1+616 4.2. Delivery Terms.......................................................................................................1W 4,2.1. Outgoing Delivery Terms...................................................................................16.1-6 4.2.2. Incoming Delivery Terms................................................................................. . C4.6 Customer:CoFW 0207.8 EthosEnergy—Confidential& Project:Service Exchange Proprietary Information Date:01/09/19 :r Light Turbill Ejdmc4s 1"nergy !L 4.2.3. Cor,-,Engine Lease Rates................... ...............................................................1616 4.3. Availability/Delivery.........................................................................................16-16 4.4. Remittance details.........................................................................................-AZI7 4.5. Warranty Summary............... ................................................................. ............1747 4.6. Payment Terms.................................... ........... ............................................ ........1717 4.7. Terms and Conditions.......................... ..........................................................17-W 4,71. Liquidated Damages................ .......................--.-......................................174-7 Appendix 1 --Xinformation Required from Customer.....................................................1818 EquipmentSpecification......................................................................................................... Appendix 2-Xndicative Annual Maintenance Scope..................................................... 1949 Appendix 3 -Parts and Tooling and Customer Responsibilities...................................-0124 Partsand Tooling...................................................................................................................21721 Customer's Responsibilities...............................................................................................2124 Appendix4- Exceptions and Clarifications....................................................................2? Customer.CoFW 02018 EthosEnergy—Confidential Project,Service Exchange Proprietary Information Date.01/09/19 Light Turbines A �ms mergy 4W 1.1. Service Exchange EELT will provide a fully overhauled and tested natural gas fired TaurusT"' 60 T7301 Gas Producer and Reduction Gearbox ("Outgoing Exchange Unit"), from our exchange fleet and take possession of the clients LBTU gas fired TaurusT" 60 T7301 Gas Producer and Reduction Gearbox ("Incoming Exchange Unit"). EELT will also provide the following: e A Teardown Inspection Report of the Incoming Exchange Unit, o A performance test report of the Outdoing Exchange Unit, (Performance Test to take place at EELT's Houston, Test Cell Facility) Once received, EELT shall disassemble and evaluate the Incoming Exchange Unit and complete a post teardown evaluation to determine unit condition. Additional charges may apply if the Incoming Exchange Unit does not meet the Pricing Basis noted below. Title to the Outgoing Exchange Unit shall pass to the Customer upon delivery per the Outgoing Delivery Terms. Title to the Incoming Exchange Unit shall pass to EELT upon Delivery per the Incoming Delivery Terms. Risk of loss shall pass in accordance with the agreed Delivery Terms. 1 1 Taurus T7301 Gas Producer and Reduction Gearbox NOTE: ® Prior to order acceptance. Customer shall confirm / provide all details requested per Appendix 1—Information Required from Customer. CP EELT will reuse the Customer's existing Outgoing Exchange bleed valve actuator, inlet guide vane actuator and fuel control valve. 1.1.1. Pricing Basis All exchange prices are based on a client's complete and operational unit which is capable of 90%of its rated capacity, has not sustained catastrophic damage(including foreign object damage), has not been removed from service as a result of vibration levels that preclude operation, has not been removed from service due to failure to start, and does not require upgrade. Additional charges may apply for units that have suffered unexpected major component damage including damage to epicyclic gearsets.Where the customer is responsible for shipping of the Incoming Exchange Unit, appropriate steps to prevent corrosion on gearsets must be taken.Damage to the unit and/or gearsets as a result of improper storage or shipping shall be subject to additional charges to the Customer. Customer:CoFW (02018 EthosEnergy—Confidential& Project:Service Exchange Proprietary Information Date.41/09/19 Light r lh�(0 '' 1.1.2. Performance Guarantee EELT offers the following minimum performance guarantee for your Taurus 60 T7301 gas turbine at ISO Conditions (sea level, zero inlet and exhaust losses, zero auxiliary power extraction, 15'C ambient, 60% relative humidity): Zero Loss Power Output: 5,100 KW(Output Shaft Power) Efficiency(Heat Rate): 11,230 STWKW-h (Output Shaft Power) Bearing Vibration: 2.63 Mils p-p NOx Emissions:143 PPMvw(@ 15%0.21 The Zero Loss Power Output referenced above is,before gearbox and generator losses as measured in the EELT Facility. Actual observed on-site electric power output will depend on site specific conditions including actual gearbox and generator mechanical condition, air inlet and exhaust losses, site elevation and conditions and any parasitic power extractions FE�;r;{{ems,:^er;i» :s - 1.1.3. Performance Guarantee Assumption • Fuel Gas Calorific Value(LHV) meets or exceed 20,600 BTU/Ib • Exhaust Temperature assumed to be 930 deg F 1.2. Field Services For installation & commissioning of the Exchange Unit, EELT will provide personnel to execute all the activities related to: ® Onsite inspection and review of existing engine and systems prior to removal to ensure successful exchange with natural gas only fuel engine; • Removal of the existing Customer's Outgoing Exchange Unit; • Conversion of package auxiliary systems to accept fuel conversion from LBTU to pipeline quality natural gas.Will utilize existing bleed valve actuator, inlet guide vane actuator, and fuel control valve. NOTE: EELT assumes that the fuel gas composition, pressure, and conditions meet OEM recommendations; ® EELT will mechanically modify the package to incorporate the Gas Only Exchange Unit by. o Removal of the second set of primary and secondary fuel control valves o Removal of second fuel supply line o Place a two (2) inch blind flange in fuel supply manifold in place of secondary fuel line • Unpacking and Installation of Incoming Exchange Unit; • EELT will perform the Commissioning of the Incoming Exchange Unit working alongside the Customer provided Controls System Contractor to ensure a complete Commissioning of the package. EELT will further review the following alongside the 3111 party controls vendor. o PLC logic for secondary fuel stream has been correctly disabled E o TS compensation has been changed correctly and operates correctly o Review proposed gas fuel startup settings changes from controls vendor I o Witness governor tuning on and off load with controls vendor NOTE: Controls System modifications and commissioning by others per ITB 19-0022 section 4.6.4; • Provide a one day on-site, on the job training to site personnel on operation and expected routine maintenance. l Customer.CoFW 02018 EthosEnergy—Confidential& Project:Service Exchange Proprietary Information pate:01/09/19 r Light Turbines f , wmergy Rhip, LM L= -- - - -1 3.2.1. Personnel The following personnel are required to execute the Field Services noted above. lift EthosEnergy�I F Service Representative (2)Two Working one(1) 12 Hour 7 pays Shift,for: 1.2.2. Parts and`Fooling Parts and Tooling supply noted below shall be strictly for the performance of the Scope of Work. Hand Tools ❑ - Vibration Analyzer : ❑ ❑ Video Borescope ❑ ❑ Laser Alignment 0 ❑ ❑ Emissions Analyzer ❑ ❑ Q Exchange Unit Installation Kit(shipped with Exchange Unit) ❑ ❑ 1.2.3. Customer Responsibilities Before the work starts, inform EELT personnel about any risk for safety and health, and about the safety regulations in force at the facility. 171 Provide operating personnel to operate equipment. 0 ❑ Provide personnel to isolate equipment energy sources,to facilitate lockout/tag-- ❑ out procedures and provide any work permits required. " Provide inspected and tested cranes, scaffolding, man lifts, and rigging required ❑ by EELT to provide the Services described in the Scope of Work. Provide fuel, potable water and electricity as required by FELT to perform the ❑ Services. Provide adequate sanitary facilities, and lunch/break room facilities. 0 ❑ Provide means for the,disposal of all debris and waste generated from job site j activities, including hazardous materials. ' EJ i! Provide adequate storage,warehouse and lay-down space as reasonably required ❑ by EELT to perform the Services. Assist EELT in emergency medical assistance, if required, from a local ambulance service, and provide access to any of the Customer's site medical facilities. El F Provide access to drawings, specifications, technical information and equipment 0 El1 manuals supplied with the subject equipment. Furnish special tools (including engine stands) originally supplied with the ❑ equipment if necessary. Site security including safeguarding the job site against sabotage, theft, arson, or 0 ❑ any other dishonest or criminal act by physical means. Provide accommodations, transportation to and from the work site, and meals ❑ while offshore. Notify EELT of any pre-required safety training to gain access to site. 0 ❑ Receive, unload and secure EELT Jobsite toolbox(s), alb ❑ Customer:CoFw 02018 EthosEnergy—Confidential& , Project:Service Exchange Proprietary Information Date:01/09/19 I Light Turbines 1[ .� Ethos Prepare for shipment, load and secure the required equipment to EELT overhaul ❑ facility. Receive and unload the returned, Incoming Exchange Unit at site. 0 ❑ Provide any state certified emission testing laboratory. ❑ ('1 Provide engine and reduction gearbox oil and other package related consumables 0 ❑ including air filters. Generator Package Control System Software Modifications required for the 0 ❑ transition of LBTU gas to Natural Gas Customer:CoFW 02018 EthosEnergy—Confidential& Project:Service Exchange Proprietary Information Date:01/0— Light Turbines Ethw; E" ner9v Wyl 2.1.Term Maintenance Agreement EELT has developed this Term Maintenance Agreement to cover scheduled and unscheduled maintenance events. This level of coverage is based on our discussions and intended to meet your long term operational and budgetary goals. Specifically, our proposal considers the following elements in accordance with your request for scope of work options. Tha- 'repm- MaiptoA@Pce Agreement ("AgreemenV�1 shall enter-h4to effect on signature by both R-ariiams And rr4ntin].0 effect i (the r.r rr) h other period as may be mutually agrood in writing botween the vartoog If tho Rarti-.c grae `r+ writing.flais TSS of _ ve C-n14d:t;r,Pq ml it,-.;jgr@@d by both parti@&. Both pa4i@s agree to meet baagr@ expffiFalion e-f tNr Agreement o,mutually agree on:arhgtr;crr-t ran=AX tF:-+ A:rr�+.rrscrt Covered Equipment The below information is gathered from current knowledge of the Customers' units. Please note EELT may be unable to accept an order against this Scope of Work until all technical information requested per Appendix 1 has been provided. We respectfully request that all the information contained is checked for accuracy noting any deviations from standard equipment,and where data is missing entirely this is added. Facility Name: Village Creek Water Reclamation Facility Facility Location: Fort Worth, Texas hI Taurus"' 60 1 1 Natural Gas Fired T7301 Gas Producer and Reduction Gearbox Unit 2 1 TaurusTM 60 LBTU T7301 Gas Producer and Reduction Gearbox Gas Fired Unit 2.2. Preventive Maintenance Experienced technician(s) will provide the scheduled inspections and maintenance of the turbo machinery packages. Consumable inspection items (excluding fuel, coalescing type filters, lubricating oil, detergent wash and air filters) will be provided within EELT's scope. The dates and times of all events shall be mutually agreed upon by the customer and EELT-no later than 4 weeks prior to the scheduled service.All travel and subsistence costs are included within EELT's scope. Over the Term of the Agreement,EELT will be responsible to provide the following services annually per unit. For a detailed view of a typical inspection scope please see Appendix 2: a One (1)Annual Visit to complete 8,000h Inspection o EELT to provide two (2) Service Representatives on site for three(3)days per unit. Customer:CoFW 02018 EthosEnergy—Confidential& Project:Service Exchange Proprietary Information Date:01/09/19 Light Turbines i[ Wf� Etifios,..k-aergy For a list of Customer Responsibilities and Parts and Tooling requirements please see Appendix 3. 2.2.1. Predictive Maintenance EELT will utilize borescope inspections, lube oil analysis and vibration analysis performed during the scheduled services to ensure the health of the gas turbine package. The results of each inspection will be presented to the customer and will be used by EELT to influence maintenance decisions. 2.2.2. Contract Execution Manager(CEM) FELT dedicates a highly experienced Contract Execution Manager (CEM) to every Term Service Agreement. As your single point of contact, the CEM will build a partnering relationship with the facility personnel and have complete understanding of the Covered Equipment's operating profile. The CEM is an invaluable Knowledge base and resource to draw upon for assistance and recommendations regarding the long-term operations and maintenance of the facilities. Because of their technical expertise, EELT's CEM is considered a "first responder" capable of making critical recommendations that may help to avoid an unscheduled event during potentially difficult situations and significantly reduce mobilization times for tools, equipment, and personnel if required. 2.2.3. Engineering EELT Engineering is integrated with the Agreement,providing technical support in all areas of Parts, Repair, and Services. From quality control of parts supply to decreasing outage durations, Engineering plays a critical role in the mitigation of operating risk and ensuring part life durations. 2.2.4. Call Outs/Unscheduled Maintenance for Troubleshooting and iZepairs EELT may provide unscheduled inspections or visits per Covered Equipment, to ensure maximum availability of the Covered Equipment.These services shall be provided subject to time and material pricing. The Services to be provided by EELT in respect of Unscheduled Maintenance shall consist of the following; (a) Mobilization of Service Personnel If the Customer reports a fault, operating abnormality, defect in or malfunction of the f equipment which is outside the capability of its employees to correct and which I necessitates a visit to site by FELT, EELT shall have its personnel available at site within forty-eight(48) hours of EELT agreeing that a site visit is necessary. i I (b) Repairs ` -- i During the course of an Unscheduled Maintenance visit to the site EELT shall use all � reasonable endeavors to correct the fault and repair or replace at site parts of the equipment which are defective in orderto restore the equipment to operable condition. This callout service is designed to provide a fast reaction to a disruption of services. i This does not in any way limit support through the PLC interface and phone support to be provided by EELT. Any required service that does not impact the safety, reliability or performance of the I Customer:COFw (02018 EthosEnergy—Confidential& n ^r Project:Service Exchange Proprietary information Date:01/09/19 Light Turbines Ethos turbo machinery packages will be scheduled for a convenient time to be mutually agreed upon by the Customer and EELT. Pricing for Call Outs/Unscheduled Maintenance will be based on the extent of the Scope of Work. An EELT invoice will be issued based on actual hours supported by signed timesheets and expense claims following completion of the Services. Rates will be based EELT's Hourly Rates disclosed in section 4.1 of this proposal. 2.2.5. Service Parts EELT may provide the necessary parts for the Covered Equipment, on-skid package systems and driven equipment for an additional Price to the Customer. EELT will provide new, certified remanufactured, or APM replacement parts to cover defects as well as normal wear and tear — excluding negligence, abuse, vandalism, theft, fire, etc. EELT can also work to develop a list of consumable kits and critical operating spares to stock on-site, if desired. 2.2.6. Excluded Equipment The equipment, which is EXCLUDED in the Scope of Work to be covered by EELT: ® AC Generator Inspections o AC Generator Repair ® AC Generator Overhaul However, upon Written consent and approval from the City of Fort Worth, EELT may provide a subcontractor to perform this additional scope of work at additional pricing to the Customer. 2.3.Taurus"" 60 Gas Turbine Training One (1),Three (3) day class session of: Mass Sessions So/ar0 Taurus"60 Turbine Generator Set Operation and Maintenance -Class sessions are conducted in English. EELT Training Centre 6225A W.Sam Houston Parkway North Houston,Texas 77041-5145 Location EELT Training Centre is equipped with: ® LCD Projector with Screen White/Blackboard and Markers/chalk e Capacity for thirty (30.)Attendees • Tables and Chairs Class Session Class Session Week—To be mutually agreed between EELT and the customer. Class Hours: Typical 8:00am—4:00pm (Provisions for lunch will be provided by the EELT) Customer:CoFw 02018 EthosEnergy—Confidential& Project:Service Exchange Proprietary Information Date:01/09/.19 FT i r To b- rte) Lt � '� Attendees: Station Operators/Mechanics/Field Electricians/ Maintenance Supervisors Students Per Class Each Class Session is quoted for up to eight(8)Attendees.The maximum class attendance shall be limited to thirty(30)Attendees. Additional EELT will provide a Saturn 10 cutaway and Generator Demo to be used Materials during the training presentation. 2.3.1. Course Agenda Day I - Engine and Compressor Theory/Construction Turbine engine theory and brief description of the turbine Internal construction: A. Air intake system and components B. Engine compressor section and bleed valve C. Diffuser section and related air systems on the unit. D. Combustor section including fuel nozzles,torch igniter, and the distribution of primary and secondary air flow. Emphasis on proper detergent washing procedures. E. Turbine section nozzles and wheels. Also includes the exhaust system with an explanation of TS and T7 temperatures and thermocouples. F. Accessory drive gearbox and driven components. G. Output drive shaft assembly, interconnect shaft, and alignment. Day 2 - Package Systems and Operation tube oil systems; A. Oil tank, pumps,cooler, regulator and controls. B. Lubrication system operation and schematics. C. Seal oil pumps, regulators, controls and operation. D. Servohydraulic system components and operation. E. Governor controls and operation. F. Maintenance requirements. Starter system: A. Starter motor theory, construction and operation. B. Starter system components and schematics. C. Maintenance requirements. Package air systems: A. Engine bearing system seal air flow. B. Bleed valve operation. C. Pneumatic governor speed control system operation. D. Maintenance requirements. Gas fuel system: A. Fuel gas supply system regulators and filters, B. Turbine fuel gas system schematic and operation. i C. Fuel gas system maintenance and troubleshooting. D, SoLoNOxT'fuel gas system. E. Maintenance requirements. Customer:CoFW 02018 EthosEnergy—Confidential& Project:Service Exchange Proprietary Information Date:01/09/19 - -`� 'Ethos Energy Light Turbin Electrical control system: A. Batteries, charger and circuit breaker. B. Auto—start up sequence checklist familiarization C. Control panels and external devices. D. Introduction to interconnect and master wiring diagrams to gain familiarity with finding individual circuits E. Understanding of main electrical events such as start, stop, 15%, 60%, 901YO, etc. F. Thorough review of all malfunction shutdown circuit operation, including customer installed shutdowns. G. Thorough review of valve sequencing control circuits. H. Thorough review of engine start and fuel control circuits. L SoLoNOxT' Discussion Day 3—Generator Training A. Internal components and how they relate to each other B. Understanding High and Low voltage "Y"connections on 600 voltage generators C. How a rotating rectifier works and its components D. The flow of voltage and changing of voltage between regulator and generator E. Proper procedure for megging a generator F. Operation of a voltage regulator G. Practical sense of generator troubleshooting H. Question and answer session i I l 1 Customer:COFw 02018 EthosEnergy—Confidential& Project:Service Exchange Proprietary Information Date:01/09/19 I Light Turbines 1p Ethos ,..nergy All prices quoted are in United States Dollars ($UE :and are exclusive of any other local taxes,duties or levies (including but not limited to Withholding Tax and Value Added Tax-VAT). 3.1. Service Exchange Unit PrIle Total 1.11 EA Taurus;"' 60 T7301 (Natural Gas Only) Gas Producer and $692,000.00 $692,000 Reduction Gearbox Exchange Site Services for Removal,Installation and Commissioning of 1.2 1 EA Exchange Unit $32,828.00 $32,82$.00 _Transportation of Outgoing and Incoming Exchange Unit -Labor,Travel Time and Per Diem 1.3 1 EA Ancillary system modification to convert existing Solar $500.00 500.00 Taurus"' 60 fueled by biogas for natural gas fuel only. 1.4 1 EA Calibration and tuning of new Engine exchange and modified Included Included ancillary system required to use natural gas. On-Site Training of Owner's personnel on the operation and 1.5 SHR owner-appropriate maintenance of the new Engine, M-F, $320.00 $2,560 8:00am to 5:00pm, Hourly Rate Days from Notice to Proceed to successful installation and 1.6 DAYS commissioning of exchanged unit at the Village Creek WRF, in 49 Days accordance with submitted schedule. 3.2. Maintenance Services 2.1 1 EA Annual Inspection of Taurus'" 60 Gas Generator Set fueled by $33,335.00 $33,335.00 Natural Gas 2.2 1 EA Annual Inspection of TaurusT1 60 Gas Generator Set fueled by $33,335.00 $33,335.00 bi.ogas 2.3 100 HR Non- Scheduled Technical Onsite Assistance regular hours $160.00 $16,000.00 8:00am to 5:00pm--Hourly Rate Non- Scheduled Technical Onsite Assistance overtime hours 5:01pm to 7:59am—Hourly Rate Overtime rate will,be charged for all hours worked after eight 2.4 100 HR (8)hours per weekday and for all hours worked on Saturdays, $240.00 $24,000.00 Sundays.All Overtime for weekdays, Saturdays and Sundays is charged at 1.5 times standard rates; all company recognized Holidays overtime is charged at 2.a times standard rates Per Diem- For each Field Service assignment where the Customer does not provide full board and accommodations, 2.5 5 DAY the Customer will be charged $260.00 per day, including travel $ 260.00 $1,300.00 days, to cover all accommodations, meals and incidentals, Receipts are not furnished. 5 DAY Travel Cost - Air Transportation, including shipping cost for 20% To Be support equipment, and Rental Car will be billed with a 20% Determined Customer:CoFW 02018 EthosEnergy—Confidential& Project:Service Exchange Proprietary Information Date:01/09/19 I ii Oro Light Turbines Ethos. handling fee for Domestic travel. Company vehicle mileage (portal to portal & local) will be charged at $1.50/mile. Repair Parts at Manufacturer List Price Less 50,000 Discount. Quantity listed is estimated annual cost.The total * 2'6 EA amount to enter in far right column for example: NA* NA $50,000 x 15% discount ($7,500) = $42,500. Miscellaneous Repairs Parts at Manufacturer Cost Plus 15,000 % Markup (for items not listed on manufacturer 2.7 EA price list). Quantity listed is estimated annual cost NA* NA* The total amount to enter in far right column for example: $15,000 x 10%($1,500) + $15,000 = $16,500. 2.6 24 HR Off-site Training at the foundational, intermediate and $855.00 $20,520 advanced levels, M-F, 8:00AM to 5:00PM, Hourly Rate *EELT provides all consumable parts required for the Maintenance Inspections which are included in the price of items 2.1 and 2.2. EELT is more than willing to work with the Customer to develop a price list of required spares and consumables outside of the maintenance scope. 3.3. Escalation Provision All prices stated in this Agreement will be escalated at the beginning of each Year (starting on the first anniversary of the Start Date and again every anniversary thereafter), according to the formula and definitions stated below, except that the escalated price for any given Year shall never be less than the current price at the time of escalation. P =Po *(CPI/CPI,,) Whereas: P is the escalated price P,, is the current price under the contract at the time of escalation CAI is the monthly all items index [see definition below]at time of escalation CPI,, is the same all items index 12 months prior to escalation The following index will be utilized: CPI means the Consumer Price Index for All Urban Consumers(CPI-U) Unadjusted(reference base 1982- 84=100) (Series ID CUUROOOOSAO) as published by the United States Department of Labor, Bureau of Labor Statistic. Customer:CoFW 02018 EthosEnergy—Confidential& Project:Service Exchange Proprietary information Date:01/09/19 Light Turbines E it n e r g y 4.1. Validity Period All pricing is valid for a Period of 60 days from the date of this quotation. 4.2. Delivery Terms 4.2.1. Outgoing Delivery Terms EELT will deliver the Outgoing Exchange Unit in accordance with FOB, Standard Incoterms 2010 to: City of Fort Worth Village Creek Water Reclamation Facility 4500 Wilma Lane, Arlington, Texas 76012. 4.2.2. Incoming Delivery Terms The Customer is responsible for delivering the Incoming Exchange Unit in accordance with FCA, Standard Incoterms 2010 to: City of Fort Worth Village Creek Water Reclamation Facility 4500 Wilma Lane, Arlington, Texas 76012. 4.2.3. Core Engine Lease Rates The Incoming Exchange Unit shall be returned to the EELT workshop within 4 weeks of shipment of the Outgoing Exchange Unit or the following lease rates per week shall apply for each week late: r r 3.1 1 I Core Engine Lease Rate $6,500 4.3.Availability/Delivery Estimated Exchange Delivery and Installation— 7 weeks(49 days)after acknowledgement of a valid PO. Service Exchange units are offered strictly subject to availability and prior sale. Only a Purchase Order or a clearly defined Letter of Intent will secure the engine. Service Exchange Schedule Dayf0 17 114 121 ,28 135 i42 F49 l Task i Assembly and Build of outgoing Exchange Performance Test of outgoing Exchange and Ship to SitelJe,I Installation and Commissloning of DutoingExchange 10 Customer:CoFW 02018 EthosEnergy—Confidential& Project:Service Exchange Proprietary Information Date:01/09/19 Light Turbines r,'� .r Ethos 4.4, Remittance details Please issue all purchase orders to the following entity and address: EthosEnergy light Turbines LLC. 6225 W,Sam Houston Pkwy. N. Houston,Texas 77041-5145 USA Tel: + (1)713 849 8800 Please also email copy to: eesar.mirandaPethosenergyaroup.com matthew.barronOethosenerayclroup..com 4,5.Warranty Summary Products: FELT warranty offered for Products is 16,000 operating hours, 24 months from date of installation or 36 months from the date of shipment,whichever occurs first. Services: EELT warranty offered for Services is 90 days following completion of the Service. 4.6. Payment Terms EELT proposes the following Payment Terms.Invoices shall be payable Net cash 30 days from date of invoice, subject to credit review and approval, a) Service Exchange; 100% invoice upon unit's readiness to ship b) Field Services 100% invoice upon completion of the Services 4.7.Terms and Conditions 11„10 nthpm i b r ed to in wFitinn aThe negotiated and mutually agreed set of terms and 11_1conditions between EthosEnergy Light Turbines LLC and the City of Fort Worth S4aIJ—shall Ap*applf• These terms and conditions will take precedence over any terms and conditions contained in any further correspondence, communication or order. 4.7.1, Liquidated Damages Tim the Qwapt FELT cannot moot thn su-bMitted schedule for Starr ren of the ryrha ge f lac Ti_wbino !: Liquidated Damages _ UExcharigeGtornhe tho C,lc4omer's colo and rvr may-be .-+ including contrac-tor that will be P@rformongV orner tt.hp Contralc /lowlificatlmop Customer:CoPW 02018 EthosEnergy--Confidential& Project:Service Exchange Proprietary Information Date:01/09/19 Light TUrbines aergy iIrif ormation Required f ra m Z64 . '-,i Equipment Specification In order for FELT to fully support the proposed scope of work full and complete technical information regarding the configuration of your equipment is required. Please note FELT may be unable to accept an order against this scope of work until all the technical information has been provided. We respectfully request that all the information contained is checked for accuracy and where data is missing entirely this is added: Engine type Taurus' 60 Model No. 7301. Serial No. OHB12-,T8846 Fuel type LBTU Gas Combustion configuration Standard Injector type LBTU Run time hours/starts since last overhaul 31.,300 Current Condition E Running E] Failed Proximity probe type (CML,Vibrometer, BN 3300/7200) ..'I Manufacturer: Solar Model: TaurusTm 60 Serial number GBB12-90287 I Assembly part number E196800-206-960 i Starter motor type used: To Be Confirmed Select attachments used: ❑ Lubricating oil pump Liquid fuel pump Governor seal oil pump VGV IE]Other ; i i customer:COFW 02018 EthosEnergy—Confidential& i Project:Service Exchange Proprietary Information pate:01/09/19 Light Turbines Ethos' iL I�m�+1�l�ILf11:�'�:7���lSII+�=Y��M1�1±tir�iLWl-�}it!1r1�=f,i����at�iii;f=iH41�i Visual Inspect package for leaks and grime x Visually inspect air inlet filters and housing. fest Huff& Puff system x Visually inspect generator intake and exhaust ducting 7" Visually inspect condition of engine assembly& mounts x Visually inspect skid electrical devices,wiring, &terminations x Visually inspect mechanical devices x Confirm IGV set x Visually check lube oil cooler for damage x Visually inspect battery fluid level is within operating limits;Inspect battery charger x condition Visually inspect turbine control panel wiring x Visual inspection on CO2 cylinders. x Visually inspect turbine package gas detection sensors x Visually inspect thermocouple cables x Visually inspect security of speed sensors. x Confirm emissions limits and record any anomalies. x Take an oil sample at operating temperature. x Check oil tank level; Oil filled while the lube system is hot x Check oil tank level. Fill out, or replace if necessary x Check oil fan cooler:Generator, Enclosure, Pump x Check IGV functionality;noting the open and close positions x Bleed Valve-Infra red (IR) gun temperature check x Record vibration probe gap voltage from the display x Stop the unit; Listen to any abnormal noises and sudden shutdowns. Record coast x down time Check post lube oil pump is working, and has been completed the post lube oil X timer Perform the standard borescope procedure x Perform finger spring test on the IGV forks x Calibrate turbine package gas detection sensors x Check fire system operation. Use a UV/IR lamp test. x Inspect and test.back_up equipment-and auxiliary systems x Remove blank or driven accessory and inspect. x Re-grease the interconnect shafts,splines and shear pins x Check if the enclosure lights in the package are working x Check Air intake system for deterioration x Check enclosure for deterioration x Check alignment of drive train to driven equipment x Replacement of fuel filters on/off the skid x customer:CoFw ©2018 EthosEnergy—Confidential& Project:Service Exchange Proprietary Information Date:01/09/19 r Light Turbines TL ri I I Inspection of high pressure fuel filter for contamination x Security of all fuel system;Inspect fuel control,governor and throttle linkage x Visually inspect spark plug Replace spark plug x Check and clean ignition system; igniter cable deterioration x Obtain fuel for analysis if requested by the customer x Check Lube oil cooler for cleanliness and air inlet restrictions x Check security, condition and operation of oil mist separator x Replacement of oil filter elements. x Security of all lube system components and accessories. x Condition of oil tank and operation of oil immersion heater x Visual check on security of starter assembly x General inspection for deterioration;confirm clutch free rotation x Condition of batteries, cables,wires, connections, relays x Security and operation of battery charger x Check of the engine speed and temperature monitor set points and accuracy of meters and shut downs x Check security of speed sensors and check loop resistance. x Check of T5 thermocouples,T5 compensator, loop resistance x damaged or unsealed conduits,junction boxes, connections x Visual inspection of the generator area. x Check condition and operation of all gauge indicators x Test functionality by calibrating switches, gauges, transmitters rheostats, pushbuttons and lamps;Test all warning and shutdown devices,adjust if necessary x Operation of Human Machine Interface (HMI). x Change Lithium battery in PLC. x Download and backup PLC program x Perform detergent wash x At start observe for conditions and record acceleration time x Check lube oil flow glass to ensure lube oil is flowing x Inhibit the fire systems and visually inspect entire package for fuel,oil and air leaks x Check operation of fuel control valve. Observe T5 temperature and fuel control X actuator signals during a start. Check lube oil pumps sequence and back-up relay system x Check operation of Bleed valve through start up cycle transition' x Verify genrator comes up to rated voltage-smoothly, _x Check reliability of the primary main shut off valve x Shutoff reliability of the main fuel solenoid valve x Verification of engine protective shut downs-Back up over speed, low oil pressure, high oil temperature,engine start failure, local/remote emergency shutdown. x I Perform vibration signature analysis of accessory drive,engine,power turbine and x driven equipment. Check operation and stability of engine governor system x Customer:CoFW 02018 EthosEnergy—Confidential& Project:Service Exchange Proprietary Information Date:01/09/19 Light Turbines EthosL-` Parts and Tooling Parts and Tooling supply noted below shall be strictly for the performance of the Scope of Work and shall apply as required to the individual Service being performed. Hand Tools T ❑ ❑ Vibration Analyzer ❑ ❑ Video Borescope ❑ ❑ Laser Alignment ❑ ❑ Annual Inspection kit ❑ ❑ Customer's Responsibilities Before the work starts,inform FELT personnel about any risk for safety and health, and c) El the safety regulations in force at the facility. Provide operating personnel to operate equipment. 0. ❑ Provide personnel to isolate equipment energy sources, to facilitate lockout/tag-out 0 ❑ procedures and provide any work permits required. Provide inspected and tested cranes, scaffolding, man lifts, and rigging required by 0 ❑ EELT to provide the Services described in the Scope of Work. Provide fuel, potable water and electricity as required by EELT to perform the Services. 0 ❑ Provide adequate sanitary facilities,and lunch/break room facilities. 0 ❑ Provide means for the disposal of all debris and waste generated from job site 0 ❑ activities, including hazardous materials. Provide adequate storage,warehouse and lay-down space as reasonably required by ❑ EELT to perform the Services. Assist EELT in emergency medical assistance, if required, from a local ambulance ❑ service,and provide access to any of the Customer's site medical facilities. Provide access to drawings, specifications, technical information and equipment : ❑ manuals supplied with the subject equipment. Furnish special tools(including engine stands) originally supplied with the equipment 0 ❑ if necessary. Site security including safeguarding the jab site against sabotage, theft, arson, or any ❑ other dishonest or criminal act by physical means. Provide accommodations, transportation to and from the work site, and meals while ❑ offshore. Notify EELT of any pre-required safety training to gain access to site. i"; ❑ Receive, unload and secure EELT Jobsite toolbox(s). ❑ Prepare for shipment, load and secure the required equipment to EELT overhaul 0 ❑ facility. Receive and unload the returned, Refurbished Equipment at site. 0 ❑ Provide any state certified emission testing laboratory. ❑ 3' Provide engine and gearbox oil and other package related consumables including air ❑ filters. Customer:CoFW 02018 Ethos Energy--Confidential& Project:Service Exchange Proprietary Information Date:01/09/19 Light Turbines �- EthosEnergy Intentionally omitted, l i Customer:CoFW 02018 EthosEnergy—Confidential& j Project Service Exchange Proprietary Information Date:01/09/19 9 41 IT 1% CD dL Lv 431 Ln L J CR rp M 4 lZ 45 . =N 4f- cd > 4w LU a- LRI L>6 LI 00 CL w 'A V) CD V) L4, di O CO 0 Z CL 41 f � Ln� o N cn 0 s W t � oQ IID ,4Vcu ! O Z' w � w C!!' •Q alU W C N E"- a � �m 10 Y Q [ N 00 F f ttH O 2O Z m E U jj 1O N ch Lo . % . . \ 7 . . -4 rq (D ICL ui Zo Ct co V) Ln 7 $ � / c - ƒ ) / : k )(D Eth®sEner y Light Turbines L.L.C. t"4) EthosEnergy Machinery Repairs Shop Capability Assessment Form General Information Name of Company: Joint Venture Partners: EthosEnergy Light Turbines L.L.G. Street Address: 6225 West Sam Houston Parkway North Houston, Texas,77041 Service Center Manager: Brett Centracco—General Manager Operations Manager: Reports To: Ruairidh Cameron-White—Production Manager General Manager Quality Assurance Manager: Reports To: Carmen Ramos—QHSE Manager General Manager Primary Commercial Contact: Bret Garbs Contact Telephone., +1 (713)849 8887 E-Mail: Brett.Garbs(!Dethoseneravaroup.com Alternate/After Hour Contact Name/Title: Bret Centracco—General Manager Alternate/After Hours Contact Telephone: Alternate Contact E-mail: (972)900-3953 Bret.C.entraccoaethosengawroup.com Standard Working Days 1 Hours Number of Shifts Available to Work per Day 40 hour standard week One with escalation to two for planned events Recent(within 1 year)Management Changes. • P&L responsibility transfer—Scott Jessiman, Managing Director. • Service center management—Brett Centracco, General Manager. • Sales management transfer—Graham McKurd , Head of Sales and Commercial. Company MlssionlVision: jision-To be the top performing provider of innovative solutions that materially increase the life cycle value of our customers' assets across the global energy market 4s a culturally diverse company we use values to bind us together, that common element that each and every one of us shares. We refer to these values as Our Ethos. Welive and demonstrate Our Ethos with one another, with our customers and in our communities. It is how we create our one team culture. This document is CONFIDENTIAL,the format is based upon API 687 recommendations Revision Date: 11th April 2016 EthosEnargy Light Turbines L.L.C. io EthosEnergy The five elements of our Ethos are: • Safety • Service Excellence • People • Financial Responsibility • Integrity Service Center Capability by Machine Type Primary Products or Principal Specialty of Shop: The facility specializes in servicing the following equipment; Solar Gas Turbines: Saturn® 10, Centaur®40, Centaur®50, Taurus TM 60&Mars®901100 engine series. Centrifugal Gas Compressors: C16, C28&C30 series. Gearboxes: Speed increasers, speed reducers and accessory boxes used by gas turbines (driven equipment) named above. Ancillary components: Starter motors (Pneumatic, Hydraulic& Electric), liquid fuel pumps, fuel control valves (gas & liquid), lube-oil pumps, bleed and/or safety blow off valves, air and fuel flow regulator valves, etc. Machine Type Capability to Service Comments Gas Turbine Yes[ ] No[ ] Solar Mars®, Taurus®, Centaur®and Saturn® Compressor Yes[ ] No[ ] Solar C16, C28 and Cao Pumps Yes[ ] No[X] Valves Yes [ ] No[X] Gearboxes Yes[X] No[ ] All Solar associated gearboxes—Main drive and accessory drive Blower/Fans Yes [ ] No[X] Steam Turbines Yes[ ] No[X] Generators Yes[ ] No[X] Electric Motors Yes[ ] No[X] Expanders. Yes[ ] No[X] Other:Ancillary components As noted above Other: This document is CONFIDENTIAL, the format is based upon API 687 recommendations Revision Date: 11th April 2016 EthosEnergy Light Turbines L.L.C. rJ EthosEnergy Number of Full-Time Employees Contract Non-Contract Contract Non-Contract Management: 9 Production 2 Control: Technicians: 24 Engineering: 8 Quality 5 Contract 8 Inspection: Execution: Field Service: 22 Field Service Coordination: Su ply Chain: 10 QHSE: Finance: 5 Sales: Commercial: 2 Performance Testing: Labor management Open Shop: NA Union hop. No Affiliation: NA Contract Expires: NA Shifts Available: Current) 1, ca!pacity for 3. Codes/Standards Experience AWS: D17.1, D17.2 ANSI: Sect V,Art 5, &23 SSPC: ASME: API: 616, 687,670, 610, 670 AGMA: ASTM: E709, E165, E1417, ISO: 1940, 11342, 9001, 14001, NACE: E112 18001, 3977-8, 7919-4, 10816-4, 2314 Note:Above is just a snap shot of some of the specification which are referenced. Repair processes reference many standards. Shipping and Receiving and Capabilities Can arrange/receive Y 1 N Comments: Please list any limitations and closest Highway, Train Station, Airport, Shipment by.- Port, etc. Road 1 Truck Yes (X] No limitations —wide load access, multiple loading bays with high capacity craneage No[ ] and RoRo truck access. Facility is located on Main Houston ring road - Beltway 8, 1.5 miles from US 290 intersection. Rail Yes [ ] Noj ] This document is CONFIDENTIAL, the format is based upon API 687 recommendations Revision Date: 11'h April 2016 Eth®sEnergy Light Turbines L.L.C. io EthosEnerrvill. Air Yes [ X ] Houston Intercontinental IAH, 24.5 miles away No[ ] Houston Hobby HOU,28.5 miles away Water Yes [X ] Port of Houston, 28 miles away No[ ] Barbours Cut, 45 miles away Port of Galveston, 68 miles away Full time Yes Norma Quintanilla Shipper/Expediter No[ ] Contact Information (phone 1 e-mail) +1 713-849-8800 norma.ouintanillafcc�.ethosene[gygroup.com Additionally WG GTS employs the services of several shipping expeditors to facilitate overseas transactions. Please list hours available for receiving shipments(Weekday 1 Weekend): Monday through Friday 7 am until 5 pm, all other times as required. This document is CONFIDENTIAL, the format is based upon API 687 recommendations Revision Date: 11'h April 2016 Energy EthosEnergy Light Turbinos L.L.C. Ethos Service Centers Physical Informati®n Bldg./Bay#:1 Size(sq. meter): Crane Capacity: Hook Height(meter): .,hop 1000 sq mtr 20t and 10t,.42'gantry, 285' run 5.6m Bldg./Bay#:2 Size (sq. meter): Crane Capacity: Hook Height(meter): Fwd Main Shop 1000 sq mtr 20t and 10t, 42'gantry, 285' run 5.6m Bldg./Bay#:3 Size(sq. meter): Crane Capacity: Hook Height(meter): Shipping & 350 sq mtr 1t and 0.5t, 17' rail 3.2m Receiving Bldg./Bay#:4 Size(sq. meter): Crane Capacity: Hook Height(meter): Quality Control 450 sq mtr It , 17' rail 5.Om Bldg./Bay#:5 Size(sq. meter): Crane Capacity: Hook Height(meter): Saturn Facility 200 sq mtr 1t and 0.5t, 17' rail 3.2m Bldg./Bay#:6 Size(sq. meter): Crane Capacity: Hook Height(meter): f,achine Shop 380 sq mtr 2t and 1t 24'gantry,84' run r.0m Bldg./Bay#:7 Size(sq. meter): Crane Capacity: Hook Height(meter): North Annex 1100 sq mtr 2 *5t 42' gantry,200" run .cm Bldg./Bay#:1 Size(sq. meter): Build Pit Capacity: Depth (meter): Aft Main Shop 1000 sq mtr 2 pce x 7t 4.Om Bldg./Bay#:2 Size(sq. meter): Build Pit Capacity: Depth (meter): Fwd Main Shop 1000 sq mtr I pce x 10t �0.Om Bldg.lBay#:3 Size(sq. meter): Build Gantry Capacity: Height(meter): -wd Main Shop 500 sq mtr t pce x 10t 5.Om Climate Control Yes [X] Description Area/Clean Room: No [ ] Complete workshop and offices are fully air conditioned. (describe): SPD APD/Engineering room is closely climate controlled to enable accuracy of CMM Engineering machines. This document is CONFIDENTIAL, the format is based upon API 687 recommendations Revision Date: 11th April 2016 Energy EthotW-4nelrgy Light Turbines L.L.C. Ethos Balancing Capability Balance Machine 1 Bearing Type: Max. Bearing Max. Rotor Max. Rotor Max Sensitivity Can excite (Horizontal): [�] Hard Span: Weight: Diameter: per Plane(in- generator At Speed 90° axial 2500lbs A' �) field: [ ] p [ ] SOS distance total. s0.25g-mmlkg [ ] Yes [�] Low Speed between 1250lbs per bearings. pedestal Balance Machine 2 Bearing Type: Max. Bearing Max. Rotor Max. Rotor Max Sensitivity Can excite (Horizontal): ly J Hard Span: Weight: Diameter: per Plane On- generator 75"axial 1000lbs eeld: [ ] At Speed [ ] S° ms) field: distance total. 0.25g-mmlkg [ ] Yes [�1] Low Speed between 500lbs per [-q] No bearings. pedestal Balance Machine 3 Bearing Type: Max. Bearing Max. Rotor Max. Rotor Max Sensitivity Can excite (Vertical static [4] Hard Span: Weight: Diameter: per Plane#n- generator balance): ems) field: [ ] Soft [ ] At Speed 250lbs 42" 0.5g-mm/kr j ] Yes [ ] Low Speed q] No Rotor balancing is completed in compliance with ISO 1940 (Balance Quality Requirements of Rigid Rotors)and ISO 11342(Methods and Criteria for the Balancing of Flexible Rotors) guidance. The vertical balance machine enables the residual unbalance of rotor discs to be established before blading. Once established, blade distribution optimization is used to reduce the residual unbalance before achieving final residual unbalance tolerance on the bladed rotor disc. The objective is to minimize material removal from rotors, assisting to ensure the structural integrity of the rotor disc is not compromised due to balancing operations. Balancing operations are controlled through a comprehensive Quality Plan/Data Record document, with Work Instructions detailing balance machine set up, operation, and safety, along with balancing operations overview. This document is CONFIDENTIAL,the format is based upon API 687 recommendations Revision Date: 11'"April 2016 Eth©sFnergy Light 'furbines L.L.C. irjL Ethos .W.M nergy Gas Turbine — Parts Repair Capability Gas Turbine Component Repair Please provide details regarding gas turbine component repairs. Please include Manufacturer and Model of gas turbines that are qualified to be repaired at the shop. Item Inspection Repair Comments Fuel Nozzle Tips and Body Yes[ ) No [ ] Yes[ ] No[ ] Repairs are sub-contractea to WG Component Repair in Connecticut, USA Combustion Liners and Caps Yes[ X ] No j ] Yes[ ] No[ ] Repairs are principally sub-contracted to Swift Industrial Inc Transition Pieces Yes[ X ] No[ ] Yes[ ] No[ ] Repairs are sub-contracted Cross-Fire Tubes Yes[ X ] No[ ] Yes j ] No[ ] Repairs are sub-contracted Flowsleeves Yes[ X j No[ ] Yes j X ] No[ ] Repairs are sub-contracted Turbine Nozzles Yes[ X ] No[ ] Yes[ X ] No[ ] Repairs are principally sub-contracted Turbine Buckets Yes[ X ] No[ ] Yes [ X ] No[ ] Repairs are principally sub-contracted Turbine Shrouds Yes[ X ] No[ ] Yes[ X ] No[ ] Repairs are principally sub-contracted Compressors 1 Turbine Rotors Yes [ ' ] No[ ] Yes[ X ] No j ] Repairs are sub-contracted Additional Information: Our facility is specialized in servicing most gas turbines manufactured by Solar Turbines Inc@..: We specialize in: inspection, real-time diagnostics, scheduled maintenance, routine repairs and scheduled overhauls for all listed rotating equipment. We utilize fully qualified and certified vendors who use the latest technology and equipment available together with proactive techniques for completing our required services and repairs. Our repair engineering capability allow us to develop and specify all necessary repair schemes demanded by the components within our product charter to better suit and improve durability, reliability, delivery and performance of all of our products. This document is CONFIDENTIAL, the format is based upon API 687 recommendations Revision Date: 111h April 2016 EthosEner�Y Light Turbines L.L.C. Ethos ,- 6_<__y 1 . .-. Centrifugal Compressors - Parts Repair Capability Centrifugal Compressor Component Repair Please provide details regarding centrifugal compressor component repairs. Please include Manufacturer and Model of gas turbines that are qualified to be repaired at tate shop. Item Inspection Repair Comments Inlet Guide Vanes Yes[ X ] No[ ] Yes [ X ] No[ ] Repairs are sub-contracted Diaphragms Yes[ X ] No [ ] Yes [ X j No[ ] Repairs are sub-contracted Impellers(riveted,welded, impeller Yes[ X ] No[ j Yes[ X ] No[ ] Repairs are sub-contracted eyes,bore repairs) Compressor Rotors/Shafts Yes[ X ] No[ ] Yes[ ] No[ ] Repairs are sub-contracted O�Velding, HVOF, Plating) Bearing&Seal Yes[ X ] No[ j Yes[ ] No[ t(] All bearings and seals are replaced as (Inspection, Re air&Testing) consumable items Compressor Cases Yes[ X ] No[ j Yes[ ] No[ ] Repairs are sub-contracted Erosion 1 Corrosion Coatings Yes[ X ] No[ ] Yes[ ] No[ ] Repairs are sub-contracted to Praxair Additional Information: This section has been answered in relation to multi stage centrifugal process gas compressor overhaul, repair and restaging. We utilize fully qualified and certified vendors for completing any required services and repairs. Our repair engineering capability allow us to develop and specify all necessary repair schemes demanded by the components within our product charter to better suit and improve durability, reliability, delivery and performance of all of our products. In order to enable our clients to increase productivity, we also offer fully engineered solutions of up-rates and/or down-rates of our products to accommodate design changes or to compensate for changes in gas conditions from the field (gas composition, loss of inlet pressure, production flow demand increase, etc). This document is CONFIDENTIAL, the format is based upon API 687 recommendations Revision Date., 11th April 2016 FthosEnergy Light Turbines L.L.C. EthO- sEnergy Axial Compressors — Parts Repair Capability Axial Corepressor Component Repair Please provide details regarding axial compressor component repairs. Please include Manufacturer and Model of gas turbines that are qualified to be repaired at the shop. Item Inspection Repair Comments Inlet Guide Vanes Yes[ X ] No[ ] Yes [ X ] No[ ] (Variable or Stationary) Stationary Diaphragms Yes[ X ] No[ ] Yes[ X ] No[ ] Variable Blade Pitch Diaphragms Yes j X ] No[ ] Yes[ X ] No[ ] Shafts(Center Drum I shaft ends, Yes[ X ] No[ ] Yes[ ] No[ ] tie bolts)—Welding, HVOF, Plating Bearing(Repair&Inspection) Yes [ X ] No[ ] Yes[ ] No[ ] Corepressor Cases Yes[ X ] No[ ] Yes[ X ] No[ ] Blade Replacement l Repair Yes[ X ] No[ ] Yes[ X ] No[ ] Erosion/Corrosion Coatings Yes [ X ] No[ ] Yes[ X ] No j ] Yes j ] No ] Yes[ ] No ] Additional Information: This section has been answered in relation to multi stage axial air compressors associated with gas turbine machinery as listed previously. The Solar gas turbine has a high performance dependency on axial compressor efficiency. EthosEnergy LT's overhaul philosophy is full disassembly teardown and 100% inspection prior to disposition and dispatch for repair. Inspection includes NDE of every rotating component andlor any other part exposed to mechanical stress; dimensional inspection of individual aerofoil chord width & lengths, dimensional and concentricity checks of both rotating and stationary components and sub-assemblies. Parts repairs conducted may include refurbishments using state-of-the-art technology for surface recovery(HVOF tungsten and/or chromium carbides) and parts protection against temperature & corrosion through implementation of surface coatings products (SermeTe*W, SermeTel®538013P, etc). This document is CONFIDENTIAL,the format is based upon API 687 recommendations Revision Date: II1 April 2016 RhosEnergy Light Turbines L.L.G. tj EthosEnerg, Gears — Parts Repairs Capability Gear Component Repair Please provide details regarding gear component repairs. Please include Manufacturer and Model of gas turbines that are qualified to be repaired at the shop. Item Inspection Repair Comments Bull Gear Yes [ X ] No [ ] Yes[ X ] No[ ] Intermediate Gears Yes[ X ] No[ ] Yes[ X ] No[ ] Pinions Yes [ X ] No[ ] Yes[ X ] No[ ] Case Yes [ X ] No [ ] Yes[ X ] No[ ] Bearing&Seal(Inspection, Repair Yes[ X ) No[ ] Yes[ ] No [ ] &Testing) Special Inspections(Blue Contact, Bearing distortion, Parallelism, Yes[ X ] No[ ] Yes[ ] No[ ] etc..) Mechanical Run Testing Yes[ ' ] No[ ] Yes [ ] No[ ] Yes[ ] No[ ] Yes[ ] No[ ] Yes[ ] No[ ] Yes[ ] No ] Additional Information: T his section has been answered in relation to the associated Solar main drive and accessory drive gearboxes. EthosEnergy LT frequently overhauls gearboxes as an integral part of a drive train exchange or customer overhaul. The overhaul approach for gearboxes is full disassembly teardown and 100% inspection prior to disposition and dispatch for repair. Inspection includes: NDT of gearing &rotating component and/or any other part exposed to mechanical stress; Dimensional &concentricity inspection of shafts, gears and seals; as well as sub-assemblies. • Gear teeth wear profile inspections(sub-contracted service). EthosEnergy partners with OEM of gearboxes i.e. Lufkin Inc. (USA), Philadelphia Gears Corporation (USA) and Allen {7zd,- Solutions (UK) in order to offer the best and the highest quality and reliability services available to our clients. Main gears are passed to specialist vendors for dimensional and.gear profile checking. All gearboxes are tested at full speed and full load prior to acceptance with comprehensive vibration and operating parameter analysis. This document is CONFIDENTIAL, the format is based upon API 687 recommendations Revision Date: 11th April 2016 EthozEnergy Light Turbines L.L.C. Ethos �r a r ,ko t- References 1 (Experience Please provide a list of recent equipment and machinery repairs that have been completed for the oil and gas, chemical or power industries. Customer Machine Type 1 OEM 1 Scope of repair Year Cost of Model contract Archer Daniels Turbine engine overhaul through Midland 2 pce Taurus 60 (T7301 S) 2010 $1.5M (UK& Germany) exchange Overhaul of engine and reduction :evon Energy Centaur 40{T4701) gearbox; replacement of control 2010 $0.8m (USA) system and various package repair Piuspetrol Turbine engine overhaul with (Peru) :e Centaur 50 (T6201 S) accelerated shop tura time(21 2010111 $6M days) Plains Taurus 60 (T7301S) and Turbine engine overhaul through Exploration Centaur 40 (T4701) exchange 2010 $1M (USA) Term Maintenance Agreement Corn Products Taurus 60(T7301 S)and including all overhaul, service and 2010- $4M (USA&Canada) Centaur 40(T4501) parts support required for 5 year 2015 term. ranswesterni field disassembly and sea' Pipeline Centrifugal Compress replacement with workshop 2010 $80k (USA) {Solar C.334 Mods repair of rotor Southern Union Provided Centaur 40(T4702) Gas Centaur 40 Comprer driven C30 Centrifugal 2010 $2M (USA) Set Compressor package fully refurbished by WG Delta Energy 3 pce Taurus 60(T7301 S) Overhaul through exchange and 2010/11 $3m (Netherlands) with RGBs associated controls upgrades New Mexico Gas Saturn 10(T1202) Overhaul through exchange 2011 $80k (USA) This document is CONFIDENTIAL, the format is based upon API 687 recommendations Revision Date: 11'x'April 2016 EthosEnergy Light Turbines L.L.C. i[-7WEthosEnergy Repair Engineering Assessment Analytical capabilities Design capability Yes/No In house 1 name of qualified Name of computer sub-vendor if not software Computer Aided Design In house. AutoCAD LT 2011 (2D). NX6 3D Add CFD(Computational Fluid Design) In house. STAR-CCM+ or Dynamic Simulations ANSYS, Fluent Aerodynamic/Thermodynamic Analysis Yes In house. STAR-CCM+, ST, ANSYS Finite Element Analysis Yes In house. ANSYS Stress Analysis Yes 'n house. ANSYS Fracture Mechanics Yes In house. ANSYS Vibration Diagnostics Yes In house. ANSYS Gear Design Yes In house. NX6(3D) Rotor Unbalance No Dynamics response analysis /mode shapes Stability/log No decrement Vibration analysis Lateral Yes n house. CS] RBMWare eZ Tomas loTech Data Analysis Torsional Yes in house. eZ Tomas IoTech Data Analysis Do you follow API 687 including documentation requirements for rotor repairs? Yes X Partial No Do you take exceptions to any statements in API 687? Yes No X Please provide a standard exceptions document to Phase I & Phase III Inspection compliance EthosEnergy LT Houston currently strives to comply with API 687 rotor inspection. Compliance is achieved in the specific areas of rotor balancing, rotor runouts and rotor taper coupling inspection and repair. Phase I & Phase II exception documents have been interpreted to mean Rotor Disassembly Data and Rotor component (sub-assembly) QC Inspection Data. Sample documents are attached for Rotor Inlet Cone, Mid Stage Rotor and Final Stage Rotor Sub-assembly. This document is CONFIDENTIAL,the format is based upon API 687 recommendations Revision Date: 11th April 2016 EthosEnergy Light Turbines L.L.C. Ethos E n ero-or,71 Repair Engineering Assessment Mow does your company assess and mitigate the risk of performing equipment repairs without the OEM drawings and OEM services? EthosEnergy reverse engineers parts in accordance with a New Product Introduction (NPI) process. NPI is a centrally managed gated process that acts as our principal engineering risk mitigation tool. This .. achieved through a system of five formal reviews that prevent a project progressing without engineering and commercial authorization from a defined review group. The burden is placed on the design team to demonstrate understanding of the FIT, FORM and FUNCTION of the part, data gathering accuracy, material consideration, design due diligence, adherence to codes and engineering best practices, commercial alignment and on-time delivery of the part. All first article parts are subjected to a rigorous first article inspection, and critical parts are destructively tested and I or performance tested in the company's gas turbine test facility. if OEM information is not available, describe the process to establish critical dimensions, sizes, and tolerances for repaired components? Production Build Data: During disassembly measurements are taken to include blade tip clearances, inside and outside diameters of mating parts, axial clearances, and concentricity of housings. The averages are calculated as well as the deviation from average and a final engineering review will set allowable tolerances. Examples are located on the company server and can be provided for review during the audit. For Engineering Data: EthosEnergy base all reverse engineering activities on a statistical sample of parts. This allows mean dimensions to be established together with approximate tolerances based on the probability density of the sample set. Detailed tolerances are established in line with industry best practices and EthosEnergy reverse engineering experience. Mating tolerances are modeled against the mating part whenever applicable and stress modeling can also be performed for critical mating fits. This document is CONFIDENTIAL,the format is based upon API 687 recommendations Revision Date: 11"'April 2016 EthosLnorgy Light Turbines L.I .C. f,'* Ethos -3 nergy Repairs Engineering Assessment What type of repair work scope would trigger engineering involvement? Any repair that has not been previously acknowledged and/or proper documentation is not immediately available. Engineering Support resides Locally? Yes X No Request examples of an engineering evaluation performed recently (2 previous jobs, minimum). • T 60 combustion liner.presented geometrical distortion on outer air seal layer. Engineering team reverse engineered damaged air seal layer and designed appropriate weld/braze repair process in order to replace element and bring this and future assemblies back into service. • Compressor diffuser presented multiple cracks on struts. Repair engineering not only developed the applicable welding process to the part in order to fix the voids, but made proper predictions and estimations on distortions of geometry of the part due to the heat applied during weld process. This led to a full reverse engineering and repair scope of the part that included metal spray combinations to recover bores and datum surfaces. Documentation should consist of drawings, engineering evaluation, FEA models, Final QA package, etc...) Specific documentation available upon request. Level of engineering experience at the Repair facility? Total of 13 engineering personnel based in USA and in Europe. Of the 13 engineering personnel, 5 with BSc, 3 Masters , 4 Proffessionally Accredited, with 3 working towards accreditation. This document is CONFIDENTIAL, the format is based upon API 687 recommendations Revision Date: I I"April 2016 EthosEnergy Light Turbines L.L.C. EthosEnergy Repair Engineering Assessment Does your company perform machinery re-rates (including engineering study and implementation)? If yes, please provide additional information below on types of machines and re-rate methodology: EthosEnergy provides rerating on the following types of centrifugal compressors: Solari® C16, C160, C28 and C30. Rerating is provided based on engineering analysis of existing operating conditions and of desired operating conditions, on existing compressor maps and on previously known maps of different stages. EthosEnergy maintains records with maps of past compressors and uses them in analyzing future opportunities. A previous map is always a starting point in the analysis of a new request based on flow conditions: suction pressure and temperature, gas composition, discharge pressure and flow. A third party software package —COMPAt_ (by CONCEPTS NREC) is used in the analysis of a compressor anc in estimating the maps for a new compressor. The optimization criterion is the efficiency, and always the maps are tuned based on test results. The impellers and turning vanes are original equipment manufactured by Solar or alternatively WG APM parts, in either case they are matched following the above described methodology. Assembly is performed following the general rules and established workshop procedures for those compressors Upon build completion, each new type of compressor is dynamically tested in the facility test cell at full speed anc full ratio, to confirm experimentally the flow maps and correctness of assembly. The compressor is also tested it the field under real conditions, when this is requested by customer. At this time EthosEnergy does not perform rerating of other compressors, however in the near future this will be. considered. This document is CONFIDENTIAL,the format is based upon API 687 recommendations Revision Date: I I"April 2016 1 EthosEnergy Light Turbines L.L.C. Ethos Repair Engineering Assessment Describe process for engineering review of non-conforming items that are beyond the procedure or specification limit that occur during a component repair process. For component repair parts: Once the product non-conformance is identified at any level of the internal maintenance or overhaul process, the part is put aside for evaluation. Based on available information provided to Repair and Production Engineers, the source of the issue is reviewed and discussed as to course of action for rectification. A decision is mostly based on criticality of the consequence of deviation from the standard observed. The item may be scrapped (red tagged) or identified for further repair 1 rework (yellow tagged). If non-conforming product is to be accepted then a Product Engineering Concession form is completed detailing part description, reason of non-conformance and sub-sequent acceptance; all parties involved from Production/Operations and Engineering will sign off the agreement. If non-conforming product is rejected, then an applicable secondary repair work scope is re-defined in order to fix the part or a decision for scrapping the part is made. For inbound inventory(new) parts: Parts tagged as non-conforming based on inspection criteria by our Quality Assurance Department, are assessed by the Material Review Board (MRB), which is composed of one production and repairs engineer, two Advanced Parts Manufacturing (APM) engineers, one APM designer, and one Quality Assurance technician. The MRB meets bi-monthly, and assembles on short notice for parts that require immediate review. We have a standard process for reviewing parts,which follows these steps: • Part design and specification match • Concession or informal Supplier Corrective Action (SCAR), as required • Internal repair if technically and cost effectively feasible • Inspection Does your organization perform reverse engineering of OEM parts in order to manufacture or repair the part? If yes, describe the process including the types of technology and/or equipment used to perform the reverse engineering. EthosEnergy conducts a comprehensive reverse engineering business. All capital reverse engineering activities are managed with a central New Product Introduction (NPI) process. NPI is a five gate process that manages a parts from an identified demand through the commercial review; the FIT, FORM and FUNCTION review; data gathering; model creation; first article manufacture, inspection and validation; the limited production process; to full production. A variety of technologies support the data gathering and validation activities including in-house coordinate measurement machines and a FARO arm; in-house x-ray fluorescence (XRF) material identification; subcontracted energy dispersive x-ray spectroscopy (EDS) material identification; subcontracted scanning electron microscopy (SEM); subcontracted laser scanning, white light scanning and optical comparison; subcontracted material hardness testing and general laboratory analysis, etc. This document is CONFIDENTIAL_, the format is based upon API 687 recommendations Revision Date: 11th April 2016 Eth©sEnergy Dight Turbines L.L.C. Ethos Manufacturing I Repair Capabilities Welding Processes: Shop Capability Comments Plasma Are Welding(PAW) Yes No X] Gas Metal Arc Welding(GMAW)or(GMAW-P) Yes ] No X No weld processes are used for Gas Tungsten Arc Welding(GTAW)or(GTAW-P) Yes X No [ ] rotating equipment component Shielded Metal Arc Welding(SMAW) Yes X No repair, the exception would Submerged Are Welding(SAW) Yes No ] low temperature casing repairs/ modifications{376 s.s. or carbon Flux Cored Arc Welding(FCAW) Yes X No steel only) Oxyacetylene Welding (OAW) Yes [X] No Other Cutting Processes: Shop Capability Comments Oxyfuel Gas Cutting(OFC) Yes No Plasma Are Cutting (PAC) Yes No Air Carbon Arc Cutting(AAC) Yes No1X1 See note above Electric Discharge Machining(EDM) Yes No[XI Other: Thermal Spraying Processes: Shop Capability Comments Electric Arc Spraying(EASP) Yes No[XI Flame Spraying(FLSP) Yes No[X1 Air Plasma Spray(APS) Yes No X High Velocity Spraying(HVOF) Yes No[X] Low Pressure Plasma Spray(LPPS) Yes No X Vacuum Plasma Spray(VPS) Yes No[X] Electron Beam(EB-PVD) Yes No[X] Other: Other Processes. Shop Capability Comments Hazardous Material Decontamination Facilities Yes No[X] Torch Brazing (TB) Yes No See note above Induction Brazing(IB) Yes ] No[X Furnace Brazing(FB) Yes No X Wide Gap Brazing Yes ) No X Chemical Stripping Yes No X] Fine glass bead media only for Grit Blasting Yes [ ] No[ ] inspection purposes Water Jet Blasting Yes No X Metal Plating Yes No X Babbitt Repair Yes No X Steam Cleaning Yes No X Solvent Cleaning Yes [ ] No[X] CO2 Blasting/Cleaning Yes No[XI Ultrasonic Cleaning Yes [ No Small parts cleaning only Vacuum Heat Treatment Yes No X Induction Heating Yes No r I Rolling bearing installation onl,r Resistance Blanket Heating Yes No X Overspeed test pit for impellers/wheels Yes No X This document is CONFIDENTIAL, the format is based upon API 687 recommendations Revision Date: 11`hApril 2016 EthosEnergy Light Turbines " Manufacturing 1 Repair Equipment Major Equipment Type Description uanti Ica aci Isizelwei htlran e Lathes Colchester Spindle Lathe—12"swing, 20"travel Colchester Spindle Lathe—21" swing, 96"travel Dean &Smith Spindle Lathe—30° swing, 60"travel Milling Machines Bridgeport Vertical Milling Machine—32"travel Bridgeport Vertical Milling Machine—32"travel Vertical Boring Mill Horizontal Boring Mill Grinders Blanchard Vertical Grinder—24"Swing Elliot Table Grinder—20"travel Coating Booths/Robots Single booth—600 sq ft, manual application only Gear Cutters Gear Finishing EDM Capability Automated Peening CMM (Coordinate Measurement Machines) 1 x Brown and Sharpe CMM, 33x37-inch table, 2,000 Ib maximum part weight 1 x Brown and Sharpe CMM,63x154-inch table, 5,000 lb maximum part weight 1 x FARO Arm This document is CONFIDENTIAL, the format is based upon API 687 recommendations Revision Date: 11'h April 2016 Eth®sEnergy Light Turbines L.L.C. .0EthasEnergy List all Engineering, Manufacturing, Testing, Repair Work Being Sub-Contracted % of work Number of Type of component 1 activity Subcontracted Primary Subcontractor Name and City Years of affiliation Repairs: <5% Engineering Please make specific enquiry to ERO APM: 10% Repairs: 50% Welding Please make specific enquiry to ERO APM: 100% Repairs: 75% Machining Please make specific enquiry to ERO APM: 100% Blasting (grit 1 water) Repairs: 50% Please make specific enquiry to ERO Heat Treatment Repairs. 100-/o Please make specific enquiry to ERO Coating Removal/Stripping Repairs: 100% Please make specific enquiry to ERO Coating Repairs: 100% please make specific enquiry to ERO APM: 100% Repairs: 95% NDE Inspection Please make specific enquiry to ERO APM: 90% Repairs: 15% Balancing Please make specific enquiry to ERO APM: 100% Repairs. 1000/,. Metallurgical Lab Testing Please make specific enquiry to ERO APM: 70% Casting APM: 100% Please make specific enquiry to ERO Forging 111: 100% Please make specific enquiry to ERO Please explain process of subcontractor initial qualification. Initial selection is based on technical capability and experience to perform the required processes, once this initial identification is complete, engineering suitability is assessed by the WG engineering group controlled from a central point in Aberdeen. Commercial and QA vendor qualification is conducted in a regulated manner before business commences. Please explain the process you would use for considering the subcontracting jobs? Managing a network of repair vendors is a strategy undertaken to allow WG GTS to focus on our core business of high quality inspection, assembly and test of gas turbines. The specialist skills and equipment demanded by the nature of gas turbine component repair determine that WG work with a network of skilled specialists.WG prefer to own the intellectual property within a repair but normally collaborate with the repair specialist to ensure that the repair is of the latest techniques and best quality available. Having access to multiple vendors allows us to better control workload and consequent turntime. What is the typical QA used for these sub-contract shops? On a PO basis each and every job must meet or exceed the QA standards put in place within the Repair Specification. ALL repair components pass through rigorous QC following receipt back into the ERO before being released to the'ob. This document is CONFIDENTIAL,the format is based upon API 687 recommendations Revision Date: 'I 11h April 2016 EthosEnergy Light Turbines L.L.C. =-.. . EthosFnergy Non Destructive Examination (NOE) Capabilities In House Type or Contract #of Qualified Standard Utilized Employees if applicable) Ultrasound Contract Eddy Current Contract Radiographic Contract Wet Magnetic Particle Intermittent Contract ASTM E 709 Continuous Contract ASTM E 709 I Liquid Penetrant Red Dye Penetrant Contract ASTM E 165 Fluorescent Dye Penetrant Contract ASTM E 165 Plot Electrical and Mechanical Runout In House 10+ API 687 Hall Effect Gauss Meter In House 5+ 3-D Coordinate Measuring In House 3 Gear Checking Machine Contract Overspeed Trip Set Contract Material Analyzer In House 10+ Hardness Testing In House 1 SEM(Scanning Electron Microscope) Contract Optical Comparator Contract Metallography Contract Surface Roughness Contract Other: Other: Other: Other: Other: This document is CONFIDENTIAL, the format is based upon API 687 recommendations Revision Date: 11th April 2016 EthosEnergy Light Turbines L.L.C. EthosEnergy Quality System Management Management of the QualitySystem YE5 mo NIA Is there an established Quality Control Program? Is there a quality control working manual and revision procedures? X Has the top management stated and communicated a corporate quality policy? X Are there full time resources to the quality system other than manufacturing quality control? X Is the Quality Program registered under ISO or other certification. If yes, please specify: ISO 9001:2008 Certificate BSI#FS 60114 since Sept 200 Can a copy of the quality control manual be attached and returned with this form? If yes. Please provide copy with returned completed form. Is a system in place to document and track quality non-conformances? X Is there a continuous improvement program in place by tracking trends of non-conformances? X Is a system in place to measure cost of non-conformance for the business unit? X Is there a documented process in place for prompt communication between the repair facility and Y customer if non-conforming issues are discovered or suspected? Operations Procedure OP-002 Are there procedures in place to manage customer communications regarding customer hold points, witnessed tests, and final shipment? Is there procedures regarding a record keeping and record retention system? Please advise time period of record retention: 5—7 years dependant on document type Are final reports provided to the customer within 30 days of the items being shipped? Please advise of format of final report: Hardcopy I CD I e-mail 1 Web based For shop and field overhauls: Does your company make dedicated job Quality Control Plans, show example Does your company make dedicated job project management plan, show examples y- Does your company make dedicated job Commissioning and start-up plan, show examples X Does your company make dedicated job detailed risk identification and mitigation list, show X example This document is CONFIDENTIAL,the format is based upon API 687 recommendations Revision Date: 11'h April 2016 EthosEnergy eight Turbines L.L.C. }-. F Ethos Supplier / Procurerrrent Quality Assurance YES NO NIA Do you have a process of managing the quality of purchased goods and services? Are required references (drawings and specifications, special process control and inspection/test requirements)given to the supplier with the P.O.? Are purchase order requirements available to receiving personnel to ensure correct material is received and any special instructions are followed? Is evidence of material and product inspections/tests documented on appropriate records? Is appropriate segregation provided for raw, nonconforming, and accepted material pending inspection and/or test? Is there a process for tracking non-conformances to assure effective supplier corrective action? x Do you have and maintain an approved I acceptable suppliers' list? X Is there a plan that provides for effective control and appraisal of characteristics which cannot be X inspected upon arrival for example, non-destructive testing, heat treat, and chemical analysis)? Is there a plan that assures supplier's special processes (heat treating, welding, etc.)are currently qualified? Is there an audit program in place to ensure subcontractor quality? Is manufacturing equipment calibrated/maintained at established intervals? Dependent on the vendor and the process. Marketing Otiality Assurance YES NO NIA Does marketing/sales have a documented process to communicate customer requirements to the repair facility? Stage Gate Process Does marketing/sales process assure, compliance to customer requirements from the repair facility before technical and commercial commitments are made? Sta a Gate process Do you have a system/process to accurately transfer customer driven change orders from marketing/sales to the repair facility after an order? Sta a Gate Process Is there a documented process in place for prompt communication between the repair facility and customer if non-conforming products/materialldelivery is discovered or suspected? Stage Gate.Process This document is CONFIDENTIAL,the format is based upon API 687 recommendations Revision Date: 11"'April 2016 Eth®sEinergy Light Turbines L.L.C. EthosEnergy Project Maiiagernent Assurance YES NO NIA Do you have a project management function that has total order responsibility including schedules, cost control, documentation, and internal and external communication? 'hared responsibility between Contract Execution and Production Control Do project managers have experience with similar type of equipment? X Does the same project manager follow the equipment through to installation and startup? X Contract Execution Manager is consistent throughout project. Are all repair assigned to a project manager? Majority of projects are exchange, so not relevant. For overhaul equipment, res onsibilit split between Supply Chain and Production. Desigii Engineering Ass4iraiice i YES NO NIA Do you have documented procedures for translation of customer specifications into internal company language Describe the design review process: Engineering projects follow the new product introduction procep This can be audited upon request. Are design changes coordinated with the owner Project dependent. Does a revised drawing and document procedure exist to assure that appropriate personnel are receiving current drawings and documents? Describe how changes result in revised procedures? There are document change request 2rocesses. Can be audited upon request. Are obsolete drawing and specifications in production and inspection withdrawn from use? X Is there an in-house engineering/technical support staff? X Can failure analysis be done in house? X Situational dependent. This document is CONFIDENTIAL,the format is based upon API 687 recommendations Revision Date: 911h April 2016 EthosEnergy Light Turbines L.L.C. io EthosEnergy ManufacturinglProduction Quality Assurance YES NO NIA Is there a quality control program with a working manual and revisionprocedures? X Are process instructions, procedure sheets, etc utilized which contain requirements for X manufacturing and inspection control? Are operators and inspectors identification applied to documentation as required? X Is the status of lost or items shown on tags, routing cards, etc? X Are nonconforming items removed from channels and placed in appropriate isolation areas? X Is rework conducted with authorized and documented procedures and subject to inspection/test? X Are correction action forms and procedures utilized to prevent or control recurrence of defects as X appropriate? Does the final inspection and testing acceptance include verification of any in-process inspection and testing? Are inspection records completed and included(as appropriate)part and lost control number, customer, engineering changes, lot and sample size, characteristics inspected, guantity, etc? Do items or materials released for manufacturing contain appropriate documentation of inspection/testperformance? Are personnel or equipment certifications conducted in conformance with applicable requirements? Are examination and equipment test and control records current and available for review? X Are maintenance checks of equipment conducted and records maintained to verify status? X Is there adequate tooling and test equipment available to perform the work? X Are mechanics, inspectors, and supervisors properly trained, authorized and/or certified for the X work they perform? Do mechanics have access to current and proper procedures at their work stations for the work they are performin ? Is there a work turnover procedure between work shifts? Are QA Records available for review on the following:: a) Weld machine calibration b) PWHT system Calibration c) Flux Handling System d) Weld Rod Storage& Handling System e) Mill Certificates of Welding consumables f) QA Audit of induction heater grids g) UT Flaw-detection Equipment h) Standards for Micrometers This document is CONFIDENTIAL,the format is based upon API 687 recommendations Revision Date: 11'h April 2016 Eth®sEne gy Light Turbines L.L.C. rL, EthosEnerglir i) Quality Process X j) Low Speed Balancing Machine X k) High Speed Balancing Machine X 1) Over Speed Spin testing equipment X m) PWHT and Oven X n) Others Material Storage Area, Packing & Shipping Quality Assurance YE=S NCS NIA Are parts and material properly identified and properly stored? Is there a method to separate repairable and non-repairable arts? Are parts and materials properly protected from damage and deterioration? Are flammable,toxic or volatile materials properly identified and stored? X Are oxygen and other high pressure bottles correctly identified and stored? X Is the identifying data (Part#, Serial,#, Drawing#, etc.)verified to match the shipping paperwork X prior to shi ment? Is a final inspection done by a qualified individual once all packing is completed prior to shipment? X Are components shipped in appropriate containers to ensure no damage is done during transit? X Quality System Management Measuring and Testing Equipment Quality Assurance YES NO N)A Are examination and shop equipment calibrated)maintained at established intervals? Are examination and shop equipment test and calibration records current and available for review? Do records verify calibration and traceability to appropriate standards? X Are items labeled,tagged, or otherwise identified as required to reflect serviceability data and date X of next calibration? Do calibration records contain information required for controlling scheduling frequency? X Is unqualified equipment identified to show its status and prevent its use? X Are handling practices of test and measuring equipment in storage adequate to ensure accuracy X of devices is maintained? Are quality records protected and stored for a specific period of time in a fashion that allows X retrieval of specific data? Records are stored in line with corporate legal requirement for a set number for years. This document is CONFIDENTIAL,the format is based upon API 687 recommendations Revision Date: 111h April 2016 EthosEnergy Light Turbines L.L.C. EthosEnergy Field duality Assurance YES NO NIA Do you have a system that gathers and monitors data on product field history? Data can be made available forspecific requests. Is there a corrective action system and are problems defined by this system assigned to a responsible party for corrective action? Do you have a field notification system that makes users of equipment aware of product enhancement or upgrades that could be used to improve the performance of existing equipment? Product Information Notes are issued on a case by case cc Safety f Security f Fire Protection 1 Environmental YES NO NIA Is there adequate security for customer parts and customer data in possession of the repair facility? Is the security system reviewed periodically by management or an outside vendor? Are fire protection devices inspected periodically to local fire code or fire department requirements? Are fire extinguisher locations identified and in serviceable condition? Are safety guards in place on power equipment? Are smoking, eating, and drinking forbidden in the work area as appropriate? Are employees and visitors required to use adequate PPE (safety glasses-shoes, hearing protection)to perform their work or access the work shop area? Are visitors required to work in the shop provided basic PPE? Does the Facility have an environmental disposal plan? Does the Facility have a disposal waste facility? Does your company make dedicated job Safety Plans, show example Does your company make dedicated job Health Security and Environmental plans, show example This document is CONFIDENTIAL, the format is based upon API 687 recommendations Revision Date: 111h April 2016 V=ihosEnergy Light Turbines L.L.C. EthosEnergy Com etitivieness YES .NO NIA Describe the process and/or methods used to improve your company's cost position. Multiple initiatives in place. Insourcing of majority of clean and NDT processes to be carried out in 2018. Component repairs program in place to minimize the requirement to utilize new components. This program is constantly evolving. Re-engineering program in place to enable movement away from OEM for major components. Alternative parts sourcing strategy in place and constantly evolving, Do you measure cost of quality? X ei-rice Perforinai)ce YES NO NIA Electronic data transfer with supplier is possible? X Photographic records provided? X able upon request. Field Service is available within 24 hours? Depending on geographic region. Supplier has appropriate product liability insurance? Do you have a warranty agreement on repairs? Can you arrange safe transport of equipment to and from job site? Can you arrange transport insurance? Do you monitor on time deliver? 97%for 2017 I This document is CONFIDENTIAL, the format is based upon API 687 recommendations Revision Date: 11th April 2016 FORTWORTH, ITB Cover Sheet CITY OF FORT WORTH 1 PURCHASING DIVISION INVITATION TO BID NO, 19-0022 TURBINE PARTS, REPAIRS AND SERVICES BID CLOSING DATE:JANUARY 10,2019 For further information contact: Jane Rogers, Buyer FAX(817)392-8440; email: FMSPurchasinciResoonses(&Iortworthtexasgov Bids are solicited for furnishing the merchandise, supplies, services and/or equipment as set forth in this solicitation. Completed Bids including one executed original, one copy and one USB flash drive containing electronic versions of all bid documents must be received In the Purchasing Division by 1:30 P.M., January 10, 2019, and then publicly opened and read aloud at 2:00 P.M. in the Council Chambers. Bids must be submitted in a sealed envelope WITH THE BID NUMBER WRITTEN ON THE OUTSIDE OF THE ENVELOPE, addressed to the Purchasing Manager. YOUR BID MUST BE RECEIVED BY THE PURCHASING OFFICE AND TIME STAMPED PRIOR TO THE 1:30 DEADLINE IN ORDER TO BE CONSIDERED. Bids shall be mailed or hand delfveredto the following address: City of Fort Worth, Purchasing Division, Lower Level,City Hall, 200 Texas Street, Fort Worth,Texas 76102 Bids delivered by special courier(i.e. Federal Express, Special Delivery etc.)are to be marked on the outside of the courier's shipping envelope "BID No. 19-0022,TURBINE PARTS,REPAIRS AND SERVICES"AND MUST BE RECEIVED BY THE PURCHASING OFFICE AND TIME STAMPED PRIOR TO THE 1:30 DEADLINE IN ORDER TO BE CONSIDERED. Late bids will be returned or destroyed;they will not be opened nor considered in the evaluation of the bid. Bids may be withdrawn at any time prior to the official opening. Bids may not be altered, amended or withdrawn after the official opening. The undersigned agrees, if the bid is accepted, to furnish any and all items upon which prices are offered, at the price(s) and upon the terms, conditions and scope/specifications contained in this document. The period for acceptance of this bid will be 90 calendar days after the bid opening date. By signing below, I certify that I have read the attached Terms and Conditions, Instruction to Bidders and the Bid requirements and have agreed to all of the terms, conditions and requirements contained herein. Failure to complete the requested information below will result in reiection ofyaur bid, Company Name and Address: EthosEnergy Light Turbines LLC. 6225 West Sam Houston PKWY North Houston , TX 77041 Federal ID Number(TIN): 72-0969052 neePee Company's AuthorizedAgent Nam �611tWG0et ,garbs, Commercial Manager Signature: f$ GOA.0�''y3@ `9,/912019 Telephone Number: 713-849-8887 Email address: brett.garbs@efi6'sln o Pm2 n Fax Number: 713-849-8888 Cooperative Purchasingz Should other Governmental entitie'-1 ide to partic,patq�'in this contract, would you,the Contractor, agre that all terms,conditions, speciflcatRins„god 13r•brig--Mall apply(see section 11)? Yes No, °��° TEXAS m e BPA.P9PP9�809���® Pre-Bid Conference: A pre-bid conference will be held at City of Fort Worth Village Creek Reclamation Facility Training Room, 10.:00 am, Thursday, December 13, 2018, 4500 Wilma Lane, Arlington, Texas 76012. Contents: • Part—I : Bid Solicitation/Offer Part -IV: Standard Purchasing Terms and • Part—11 : Instruction to Bidders Conditions • Part--III : Scope of Services/Specifications Part—V: Attachments Revised 7.11.18cg GONFLIGT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business Willi local governmental entity This questionnaire reflects changes made to the iativ by KB. 23,84th Leg., Regular Session, OF'FICEUSEONLY ThisquestionnalreIsbe[ngfilodinaccordancewithChapter176,LocalGovernmentcode, Dt,necaNcd by a vendorwho has a business relationship as defngd by Section 176.001(1-a)with a local governmental entity and II-&veWor meets requirements udder Seailon 176.006(a). Bylaw this questionnaire must be filed with the records administmlorolthe local govammental entity not later than the 7th business day after tha date the vendor becomes aware of facts that rectttirethe statement to be filed. See Seollon 176.006(a-1),Local Government Code. A vendor commits an offense if the vendnr knowingly v[olates Section 176.006, Local Government Gode.An offense lander this section is a misdemeanor. t -Name of vendarvllto has-'business relatlonshlp svhh.local governmetrtal entity. EthosEnergy Light Turbines,LLC. Cheakthlspoxif�rouareflllnc�anup.datetoaprevfouslyfifedciuostlannalre. (The lain requires that you file an updated completed claestion-aaire with the approp=isle tiling autho•ity not later than the 7th-busimss day after the dale on%4'.1 you became aware that the orlolnally filed ga4stiannatrs was incomplete or hiaccurate.) Noire of local government off leer aboutwhom the Information in this sectlonIs balllg disclosed. City Of Fort Worth Name of Officer This section{item 3 including subparts A, 0,C.8 D; must 11e complerad for each officer with whom the vanftr has pan employment at other basin®&5 r®tationahip as defined by Ser,Gon 176J]r1t1 I-a},L01!31 GeV arnment{vada. Attor n R.:,15^no ,ages to this Fc— 1-010 as necessary. A- Is She foci`:goverment ott-:er named'-i r'.5 section mrAlving or likely to receive taxable income,outer than investment income,from the vendor? ] a 410 13. Is the vendor receWrig or f ke'.�j to receive laxatti s income,other tha-i investment income,front or at the direction of die tocal govwnmegt officer named in this section.AND the taxable Income is not received From the local govertttnental e4y7 0 Yes a No C. Is the liter of this questtonr3i:a employed by a corporation or otter busirtass entity with respect to which tFie local qu3nrnment officer serves as an officer nr director,or holds an ownorslti,�interest of ane percent or more? E] yes MNQ D. Dascribe each employment or busip%s ac.-.f family relationship u:th the local government officer named in this section. �otrar6666r°°e e s o �0146�tureolentfor doingustness vf'h the gover�irtarat9[entity :r. pate ps°O�a •TF A5a°per Adopted 817-2015 a °�e�$866660by��o I I ATTACHMENT-B BIDDER'S CONTACT INFORMATION Bidder's Name: Ethos Energy light Turbines, LLC. Bidder's Local Address: 6225 West Sam Houston Pkwy. North Houston,TX 77041 713-849-8840 713.849-8888 _ Phone: Fax: Email:. http:/Auww.ethosenergygroup.com/ Name of person assigned specifically for this Agreement: Name/Title slake Reese, Contract Execution Manager Phone: 713-849-8808 Fax: 713-849-8888 Email: blake.reese@ethosenergygroup.com Name of persons for renewal information and/or billing questions: NameTfitle Kathy Davis, Controller Phone: 713-849-8841 Fax. 713-849-8888 Email: kathy.davis@ethosenergygroup.com Nanietritle Vivian Bruder, Contract Execution Coordinator Phone: 713-849-8855 Fax: 713-849-8888 Email: vivian,bruder@ethosenergygroup.com Brett Garbs Iq Zcgg 4,�- AV Printed Name © te ' m . o •, •..0•+• r eda `��irro;tr9a�* I 1 I ATTACHMENT a C CONSIDERATION OF LOCATION OF BIDDER'S PMNCIPAL PLACE OF BUSINESS Section 2-14 of the Fort Worth Code of Ordinances authorizes the City Council,when considering competitive sealed bids, to enter into a contract for certain purchases with a bidder whose principal place of business is in the corporate limits of the City of Fort Worth and whose bid is within 3 or S percent of the lowest bid, depending on the value of the request and goods or services requested, If the lowest bid Is from a business outside the municipality and contracting with the local bidder would provide the best combination of price and other economic benefits to the municipality. Requests to be considered a local business must be submitted on this form with bid packages to be considered by the City of Fort Worth. Questions should be addressed to the Purchasing staff listed in the bid or request package. The Fort Worth City Council requires the following information for consideration of location of a bidder's principal place of business. Add additional sheets if needed to provide this information. 1. Locational Eligibility: Principal Place of Business in Fort Worth, Texas. a. Do you have a Fort Worth office? If yes, identify address: No, Not Applicable b. What percentage of estimated gross company sales (worldwide) are sales originating in Fart Worth? "Originatin in Fort Worth" shall mean payable at the Fort Worth office. [must exceed 60%) None, NotgAp;pllcable 2. Economic Development opportunities resulting from contract. a. Number of Fort Worth resident-employees? None b. Amount of City of Fort Worth ad valorem taxes(real and business personal property)paid by company(for prior tax year Fort Worth office or former location,if Fort Worth office is newly- established)? None Certification of information: The undersigned does hereby affirm that the information supplied is true and correct as of the date ,,� ofhereof,runder penalty of perjury. (Company Na ) (Uate) �- (Signature) TT', {printed Name and Title) pry . .rn Lu 0=� , 7EXA 41 r� i i ATTACHMENT e D REFERENCE SHEET i Please complete and return this form with your bid. The bidder shall furnish references for at least three(3) recent customers to whom products and/or services have been provided that are similar to those required by this solicitation. The City will be the sole judge of references. Please use additional sheets. 1. Company's Name Fortistar Methane Group Name of Contact Orson Roth Title of Contact National Maintenance Manager Present Address 5087 Junction Rd. City, State,Zip Code Lockport, New York 14094 Telephone Number ( 949 )355-5230 Fax Number( 716 )439-0135 Email oroth@fortistar.com i i 2. Company's Name Gulf Power _ Name of Contact Cody Nicholson Title of Contact Power Generation Specialist, Sr Present Address C/O Southern Accounts Payable City, State,Zip Code PO BOK 830736 Birmingham,Alabama Telephone Number ( 850 )444-6055 Fax Number( ) Email cinichol@southernco.com I i 3. Company's Name LCY Elastomers Name of Contact Charles Davis Title of Contact Maintenance Manager Present Address 4803 Decker Drive City,State,Zip Code Baytown,Texas 77520 Telephone Number { 281 ) 424-6135 Fax Number( } E Email edavis@Icyelastomers.com i FoRTWORTHO ADDENDUM TO THE INVITATION TO BI® TURBINE DARTS, REPAIRS AND SERVICES CITY OF FORT WORTH PURCHASING DIVISION ADDENDUM NO. 2 DATE ISSUED JANUARY 8, 2019 INVITA'UON TO BID NUMBER QTB): 19-0022 BID OPENING DATE: JANUARY 10, 2019 Addendum No. 2, dated January 9, 2019 is hereby amended to incorporate in full text the following provisions to Questions received through January 2, 2019: Q1: In reference to Part 11, Section 4.1, Taxes, states"Bids may not include exempted taxes"; what does this statement mean? Al: City of Fort Worth (City) is tax exempt. Bids shall not include taxes. Q2: In reference to Part 11, Section 4.5.1, Prices, states "Bids shall be firm priced offers unless otherwise specified"; if a company offers site services on a time and material basis, is a firm price for site services expected? A2: Part III, Section 1.5, states "Unit prices shall include all costs associated with the specified goods and services, including but not limited to handling, delivery,fuel charges, fees and certification fees. No additional charges will be accepted or paid by the City." Q3: In reference to Part IV and Attachment H terms and conditions; why is there two sets of terms and conditions? A3: Attachment H is the sample Contract Service Agreement(CSA)that the awarded Contractor(s) and City will sign. Parts II, 111 and IV terms and conditions are the standard terms and conditions that are presented in all bid solicitations and are incorporated into Attachment H. Q4: In reference to Attachment G, Section 1.0, states"The part two services will be a renewable, annual agreement including scheduled and nonscheduled onsite maintenance visits; certified replacement parts and consumables; generator inspections; and repairs and testing of the Gas Turbine Sets.`; would subcontracting be allowed for generator inspection service? 19-0022, ITB,Turbine Parts, Repairs and Services, Addendum No. 2 Page 1 of 3 A4: Part III, Section 12.1, Subcontracting, states"No subcontracting of the work under this agreement will be allowed without written permission from the City." Q5: In reference to Attachment G, Section 1.0, states "repairs and testing of the Gas Turbine Sets"; what are the requirements? A5: Service requirements are listed in Attachment G, Scope of Services. Q6: In reference to Attachment G, Section 22 states"A boroscope test was conducted on July 12, 2017 and the report is available upon request"; can the boroscope report be provided? A6: A Public Information Request(PIR)will have to be requested on the City's website for July 12, 20117 Engine and Gearbox Baroscope Reports, Attachment G, Section 2.2 changed to state"A boroscope test was conducted on July 12, 2017." Q7: In reference to Attachment G, Section 3,1.5.4, states"The primary goal for the . exchange is to replace current Gas Turbine No. 1 and its gearbox with a natural gas-fueled engine in a condition that meets or exceeds the original performance characteristics. Original performance characteristics are to be defined by the information, performance curves and corrections factors found in the City of Port Worth Installation and Maintenance Instructions dated 12/200D."; Can the City's Installation and Maintenance Instruction dated 1212000 be provided? A7: A PIR will need to be submitted for reports. Q8: In reference to Attachment G, Section 3.2.5, Training, states"Provide comprehensive technical training curriculum for Solar Taurus 60 Gas Turbine Generator Set operations and maintenance. Highly qualified and experienced instructors shall deliver hands-on technical training. The Contractor must provide available training programs at the foundational, intermediate and advanced levels."; Generally Contractors provide on the job training but is this requesting provision of classroom type setting training complete with formal curriculum? A8: City requires both job training and classroom training to include three levels of training from fundamentals to advanced. Each course should be at least 8-hours to prepare Operators and Maintenance personnel to run the turbines and do all owner-allowable maintenance. Q9: In reference to Attachment G, Section 4.5.5 states"in accordance with Section 5.0"Warranty", Vendor shall provide a performance guarantee, following project completion for fuel efficiency, power output, emissions and vibration levels meeting or exceeding the original performance characteristics. Post overhaul NOx emissions will be limited to current NOx emission output which ranges from 24 parts to 30 parts per million in a temperature range of 41 °F to 85 OF. Vendor shall provide warranty terms and conditions as part of the bid proposal." Does the City want the engine upgraded to a dry, low NOx (OLN)combustion system which controls these emissions? 190022, ITB Turbine Parts, Repairs and Services, Addendum No. 2 Page 2 of 3 Ag: The City requires the exchange engine to have the manufacturer-specified performance of a newly rebuilt, natural-gas burning turbine of the specified model. The City must meet permit conditions. Q10: Can the existing fuel makeup and proposed natural gas makeup be provided? A1©: Existing fuel makeup consists of a blend of Digester, Landfill and Natural gases, heating value report of digester and landfill gases from Renda is attached herein. Natural gas heating value and gas characterization from Atmos Energy is also attached herein. All o=amla tions remain the same. Cyn Assistant Director iAAiRRRRiiiR iRiifl Ri AiRRRiAIRli■iiiii.R AIAl Ri Ri RRR Ri!lR ii RlA RA liR AAARR R.11i AiRliA By the signature affixed below, Addendum No. 2 is hereby incorporated into and made part of the above referenced Invitation to Bid. COMPANY NAME: EthosEnergy Light Turbines, LLC. SIGNATURE: j�� &L( NOTE: Company name and signature mast be the same:as on the bid documents. Failure to return this form with your sealed bid may constitute grounds for rejection of your offer. 19-0022,1T13 Turbine Parts, Repairs and Services, Addendum No. 2 Page 3 of 3 FORT WORTH6b ADDENDUM TO THE INVITATION TO BID TURBINE PARTS, REPAIRS AND SERVICES CITY OF FORT WORTH PURCHASING DIVISION ADDENDUM NO. 1 DATE ISSUED: DECEMBER 20, 2018 INVITATION TO BID PLUMBER(ITB): 19-0022 BID OPENING DATE: JANUARY 10, 2019 Addendum No. 1, dated December 20, 2018 is hereby amended to incorporate in full text the following provisions to Questions received at Pre-Bid Conference, December 13, 2018: Q1: Who determines the composition of the natural gas? Al: Atmos is the natural gas supplier. Q2: What is the natural gas supply pressure? A2: Natural gas supply pressure is approximately 58 PSIA. Q3: Is the City running both gas turbines simultaneously? A3: No. One unit is a backup. Q4: What is the gas fuel mix used currently and in the future? A4: Currently the gas turbines use a blend of Landfill and Digester gasses (70%!30%), sometimes supplemented with natural gas to increase BTU content. The exchanges{engine will use solely natural gas. Q5: When does the operating contract for gas turbines end? A5: The current operating contract with Renda Environmental, Inc. expires March 2020. Q6: Can bidders get a copy of the report for current emissions? A& Current emissions report attached herein. 19-0022, ITB Turbine Parks, Repairs and Services, Addendum No. 1 Page 1 of 3 Q7: Is HPI, LLC still handling turbine generator control system upgrade? A7: Turbine generator control system upgrade is handled separately from this contract. Q8: Is the City handling the natural gas piping modifications? A8: Yes. Depending on how much the new engine needs, the City will modify the piping configuration as needed. Q9: In the future, will digester gas be used? A9: It is important that the City keeps the flexibility to use various gases. Q10: What is the project scope of work? A10: The ITB includes two parts; Section 3.1, Part 1 --Gas Turbine Exchange and Section 3.2, Part 2 —Maintenance Services which is an initial year with four optional renewal one-year periods. Q11: Does it state in the ITB that multiple Contractors can be awarded? A11: Section 19.3 states "in order for the City to receive adequate coverage on its requirements as specified in the solicitation, the City reserves the right to make multiple awards. Q12: Are maintenance services required for both units or only one? Al2: Maintenance services will be required for both units. This is stated in the ITB, Part 2 — Maintenance Services. For bid purposes, submit the standard annual maintenance service price. Q13: At the bottom of General Terms it says we must accept with no modifications or the bid will not be accepted. A13: The ITB states on the cover page, "Bids may not be altered, amended or withdrawn after the official opening." Q14: Can the contract terms and conditions be negotiated? A14: When the awarded Contractor(s) receives the Contractor Services Agreement (CSA), attachment H, terms and conditions may be redlined for negotiations. Q15: Why are the renewal periods one-year cycles? Usually it's a 60 month commitment. A15: Section 1.3 states "The part two services shall be an annual Agreement initial one-year period with four one-year renewal options..." 19-0022, ITB Turbine Parts, Repairs and Services, Addendum No. 1 Page 2 of 3 016: Can prices be adjusted before the renewal period? A16: Section 6.2 states "The Contractor must submit its price adjustment request, in writing, at least 60 days before the renewal effective period. The Contractor shall provide written proof of cost increases with price adjustment request." Q17: Can the CSA be amended before renewal period? A17: CSA, attachment H, Section 22, Amendments/Modifications/Extensions, states "No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party." Q18: Are the open bids public knowledge? A18: Bid totals are read publicly. The breakdown of the bids (line item prices) are not made public. Q19: Will the bids be evaluated "apples to apples"? A19: Section 19.1 states "Bids will be evaluated based on the bidder who offers represents the"best value"to the City." The Criteria is listed in Section 19.0, Method of Award. 1. Attachment G, Detailed Scope of Services, Section 4.5, Installation, subsection 4.5.7 added to state "VCWRF operates its Solar Gas Turbine to generate energy for the treatment plant. Gas Turbines generate approximately 50% of the demand, equivalent to 105,000 kWh/d. In the event that the Contractor cannot meet his/her submitted schedule for startup of the exchanged Gas Turbine, liquidated damages in the amount of$1,000 per day will be assessed. All other terms and conditions remain the same. Jane Rogers Sr. Buyer ■:rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr.rrrrrrrrrrrrrrrrrrrrrrr■ By the signature affixed below, Addendum No. 1 is hereby incorporated into and made part of the above referenced Invitation to Bid. COMPANY NAME: EthosEnergy Light Turbines, i_EC. SIGNATURE: j��& d"( NOTE: Company name an signature must be the same as on the bid documents. Failure to return this form with your sealed bid may constitute grounds for rejection of your offer. 19-0022, ITB Turbine Parts, Repairs and Services, Addendum No. 1 Page 3 of 3 _ 9225 US Highway 183 S ^: Austin,TX 78747 51.2.243.0202 PmDoe 512.243.0222 Fm ................... ,. i www7RCsoluE1ons.com May 1, 2018 Mn JC Wyatt Compliance Partners 402 E. Avenue G - Midlothian, TX 76065 Re: TCEQ Permit 7553 Section 11: Continuous Demonstration of Compliance for NO. and CO Emissions at the Village Creek Wastewater Plant in Ft,Worth,Texas. Dear Mr. Wyatt: Exhaust emissions from two Solar Taurus 60 turbine generators were tested at the Village Creek Wastewater Plant in Fort 'Worth,Texas on March 28, 2018. Testing was conducted to demonstrate compliance with emission limits set forth by TCEQ Permit 7553 Section I I forNOx and CO, The generator turbines are summarized as follows: Turbine Information - Unit Number: GTI GrT2 Manufacturer: Solar Solar Model: Taurus 60 Taurus 60 T7300 T7300 - These Solar turbines are primarily fueled with bioga.s and used for generating electricity. The biogas is a mixture of landfill gas and digester gas produced at the wastewater plant. A small amount of natural gas is occasionally added to the mixture when needed to maintain the load set-point of the turbines. The test matrix consisted of three 20•-minute test runs on each unit. For each test, the average emission concentrations of nitrogen oxides (NOx), carbon monoxide (CO), and oxygen (02) were measured using analytical instrumentation. Operational data such as M output, turbine-speed, temperatures, and pressures were recorded during each run from available operational data on the turbine unit. 300194.0000.0000 � f All operational data was provided by plant personnel as a computer output from the turbine-control room. Results of the tests are presented in tabular format in this report. The table for,each turbine includes turbine operational data, fuel data, ambient conditions, emission concentrations, and mass emission rates. Continuous emission monitors housed in an air-conditioned mobile laboratory were used to measure the exhaust concentrations of NOX, CO, and 02. This testing utilized the following analytical methods: EPA Reference Method 3A 02 concentration EPA Reference Method 7E NOx concentration EPA Reference Method 10 CO concentration EPA Reference Method 19 Mass emission rates Stack gas entered the system through a stainless steel be with a glass 'wool filter. The sample was then delivered to a specially designed stainless steel minimum-contact condenser, which dried the sample without removing NOx or other compounds of interest. The sample was then passed to the manifold where it was partitioned to the NOx, CO, and 02 analyzers through glass and stainless steel rotameters for flow control of the sample. A data acquisition system. (DAS) registering data at a speed of every 60 seconds was used to record emissions. The data logs provided documentation of the emission measurements and the instrument calibrations. The data logger records were also useful for indicating trends in the data. Mass emission rates were calculated using EPA Method 19 calculations . (combustion stoichiometry). These calculations are based on the heating value,the oxygen F-factor (DSCFex/MMBtu), the excess air as measured from the exhaust diluent concentrations, and the fuel flow rate. The 02 F-factor and heating value were calculated from fuel gas analyses of the fuel mixture. A. sample of the fuel gas mixture was collected once during the testing of each unit. A summary of the quality assurance procedures associated with the EPA, test methods is presented in tabular format in the appendix of this report. Examples of these procedures include calibration error tests, sample system bias checks, and analyzer drift assessments. If you have any questions,please feel free to contact me at(702) 469-0492. Sincerely, Arthur C.Nava.,Jr. 340184.00Ci4.Ogpp 2 Summary of Results 'pillage Creek Wastewater Treatment Facility GT-i Source: Turbine GTI Date: 03/28/18 Make/Model: Solar Taurus 60-T7300 Project Manager A.Nava Location: Ft.Worth,TX Project: 360194 Company: Compliance Partners Test Run No. 1 2 3 Start Time 13:50 14:15 14:41 St2 Time 14,10 14.35 15*01 Engine/Compressor Operation TG I-POWER-IN-KW-TOTAL(M 4540.6 4529.2 45187 TG I NGP(I/Io) 99.99 100.00 100.00 TO I-TI-AIR-INLET-TEMP(OF) 693 70.1 70.4 TG I-T5-AVERAGE(-F) 1250 1250 1250 TO I-PCD .'SIG(psig) 156.9 156.7 156.6 2SUCTIONPSI(psig)Fuel Gas Compressor 55.0 54.8 55.0 ACTUALFACK-OUTLETPSI(psig) Fuel Gas Comp 233 233 233 Horsepower(Hp)converted from kW 6089 6074 6059 Fuel Data DigestGasSCFM 433.1 434.3 421.7 Gasr,FFIowSCFM 1357.6 1365.5 1362.2 NatGasSCFM 195 3.71 3.67 Total Fuel Flow(SCFH) 107623 108211 107253 02 F-Factor(DSCF/MMBtq) 9365 9365 9365 Fuel Heating Value(Btu/SCF,HHV) 297 297 297 Fuel Flow(MMBtu/hr) 31.911 32.085 31.801 B- Ep Specific Fuel Rate(Btu/Hp-hr,HHV) 5241 5283 5249 Ambi pat Conditions Atmospheric Pressure(in.Hg) 2031 1. 29.71 29.71 Temperature(IF) : Wet bulb 80 80 81 (OF) Dry bulb 87 87 89 :1 Humidity Qb/lb 0.0201 0.0201 0.0205 Method 19 Calculated Exhaust Flow via 02 F-Factor Volurnetric Exhaust Flow Rate(SCFH,dry) 1101786 1113154 1103824 Measured Exhaust Emissions Average NOx(ppm) 83.2 28.4 28.9 46.8 CO(ppm) 27.1 80.0 83.2 63.4 02(-/.) 15.2 15.3 15.3 15.25 Calculated Mass Emission Rates(via EPA Methodl NOx(lbs/hr) Lhtdt.-37 62 10.95 3.78 3.91 6.18 CO Lbs/hr) Limit.32.01 2.17 6.48 6.68 5.11 NOx(tons/yr) 48.0 16.5 16.7 27.1 ICO(torts/yr) 9.5 28.4 J 29.3 1 22.4_J TRC Air Measurements Austin,TX 300194.0000,0000 Summary of Results Village Creek Wastewater 'Treatment Facility GT-2 Source. Turbine GT2 Date: 03/28/1$ Make/Model: Solar Taurus 60-T7300 Project Manager A.Piava Location: Ft.North,TX Project: 300194 Company: Compliance Partners Test Run No. 1 2 3 Start Time 08:14 08:39 09:05 Stop Time 08:34 08:59 09:25 Engine/Compressor Operation TG 1-POWER IN-KW-TOTAL(kW) 4270.0 4271.7 4265.8 TG NGP{%a) 100.00 100.00 99.98 TG I T1_AIR INLET TEMP(°F) 63 63 63 TG 1-T5-AVERAGE(°F) 1250 1250 1250 TO 1_PCD PSIG(psig) 157.0. 157.0 156.9 2SUCTIONPSI(psig)Fuel Gas Compressor 55.3 55.2 55.1 ACTUALPACK_OUTLETPSI(psig) Fuel Gas Comp 233 233 233 Horsepower(Hp)converted from kW 5726 5728 5721 Fuel Data DigestGasSCFM 350.$ 350-9 351.7 GasLFFIowSCFM 1376.9 1377.8 1376.4 NatGasSCFM 2.4 2.6 2.5 Total Fuel Flow(SCFH) 103509 103878 103841 02 F-Factor(DSCF/MMBtu) 9365 9365 9365 Feel Heating Value(Btu/SCF,HHV) 576 576 576 Fuel.Flow(MMBtu/hr) 59.748 59.788 59.766 B-Hp S ecific Fuel Rate(13WHp lar,HHV) -10434 10437 10448 Ambient Conditions 4:. Atmospheric Pressure(in.Hg) 29.91 _--_29.91 29.91 }' Temperature(°F) : Wet bulb SS 58 5$ , , - _ _ (°F) Drybulb 62 62 62 .` Humidity(lb/lb air) 0.0092 0,0092 0.0092 Method 19 Calculated Exhaust,Flow via 02 F-Factor Volumetric Exhaust Flow Rate(SCFH,dry 2122458 2122096 20$7333 Measured Exhaust Emissions Average NOx(ppm) 23.6 23.5 23.7 23.7 CO(ppm) 72.5 78.4 78.1 76.1 02(%) 15.4 15.4 15.3 15.36 Calculated Mass Emission.Rates(via EPA Methodi9) NOx(lbs/hr) Limit. 37.62 5.98 6.03 5.92 5.98 CO lbs/hr) .Limt.32.01 11.19 12.10 11.$5 11.72 NOx(tons/yr) 26.2 26.4 25.9 26.2 CO tonslyr) 49.1 53.0 52.0 51.3 saa�sa.oaan.oaoa TRC Air Measurements Austin,TX 4 Special Conditions Permit Number 7553 Ezxrission Limitations and Operating Conditions 1. This permit authorizes the operation of air eiriission sources associated with a wastewater treatment facility located at 4500 WNilm:a Lane,Arlington,Tarrant County. This permit covets only those sources of emissions listed in the attached table entitled "Emission Sources-Maximum Allowable Emission'Rates"(MAERT),and diose sources are limited to the emission limits and other conditions specified in the attached table. The annual rates are based on any consecutive 12.month period. This permit does not include the facilities at the site or the planned maintenance,startup or shutdown(MSS) activities associated with these facilities listed in Attachment I except as noted in the MAERT. These facilities are authorized under a Permit by Rule(PBR)by Title 30 Texas Administrative Code Chapter 1o6(3o TAC Chapter Io6)or are authorized as a De Minimis source by 3o TAC§116.iig. These lists are not intended to be all inclusive and can be altered at the site without modifications to this permit. (7/13) Turb�,ne Operating Conditions 2. The two Solar Taurus 6o T73oo Turbines(Emission point Numbers (EPNs) GTI and GT2)must be fired on biogas acrd/or pipeline-quality natural gas. $iogas must consist of landfill gas, anaerobic digester gas, any other Texas Commission on Environmental Quality(TCEQ) approved biologic off gas, and any combination of such gases. The turbines may be fired on zoo percent biogas,loo percent pipeline-quality natural gas or any combination of the two. The sulfur content of the fuel being fired in the turbines will not exceed 400 parts per million by volume hydrogen sulfide on an hourly average or 15 gr total sulfur per wo standard cubic feet on an annual average basis. (11/02) 3. The stack gases of the Turbines or Heat Recovery Stacks(EPNs GTi,GTIA,G172, and GT2A)must not exceed the emission concentrations stated in the table entitled "Emission Sources Maximum Allowable Emission Rates"(attached to this permit) (7/13) 4. Upon request by the Executive Director of the TCEQ or any local air pollution control program having jurisdiction,the holder of this permit shall provide a sample and/or an analysis of the fuel fired in this facility or must allow air pollution control agency representatives to obtain a sample for analysis. (8/99) I 5. Except during MSS activities, opacity of emissions must not exceed 5 percent averaged over a six minute period from each stack or vent. During MSS activities,the opacity shall not exceed 15 percent(or other applicable opacity limit specified in 3o TAC§ im.11I(a)(1)). Testing for these opacity conditions is not required for a continuous demonstration of compliance. Each determination shall be made by first observing for visible emissions while each facility is in operation. Observations shall be made at least 15 feet and no more than 0.25 miles from the emission point. If visible emissions are observed from an emission point,then the opacity shall be determined and documented within 24 hours for that emission point using Title 40 Code of Federal Regulations Part 60(40 CFR Part 60),.Appendix A,Test Method 9. Contributions from uncombined Special Conditions Permit Number 7663 Page 2 water shall not be included in determining compliance with this condition. Observations shall be perfor.nned and recorded quarterly,. If the opacity exceeds five percent during normal operations or 15 percent during MSS activities, corrective action to eliminate the source.of visible emissions shall be taken promptly and documented..within one week of first observation. (7/13) Federal.Applicability 6. All turblznes must comply with applicable requirements of the EPA regulations on Standards of Performance for New Stationary Sources,Title 40 Code of Federal Regulations Part 60 (40 CFR fart;6o),proinulgated for: A. General Conditions,Subpart A. (8/99) B. Standards of Performance for Stationary Gas Turbines,Subpart GG. (8/99) If any condition of this permit is more stringent than the regulations so incolporated, then for the purposes of complying with this permit,the permit will govern and be the standard by which compliance will be demonstrated, (8/99) . initial Determination of Compliance y. Sampling ports and platforms must be incorporated into the design of the gas turbine to the-specifications set£oa=th in the attachment entitled"Chapter 2, Stack Sampling Facilities." Alternate sampling facility designs may be submitted for approval by the TGEQ Arlington Office Regional Director. (8199) 8. The holder of this permit must perform stack sampling and other testing as required to establish the actual pattern and quantities of air contaminants being emitted into the atmosphere from EPN-s GT:.and GT2. Sampling must be conducted in accordance with the appropriate procedures of the TCEQ SaInplin Procedures NlaLual and in accordance with the appropriate BPA Reference Methods: Reference Method io for the concentration of carbon monoxide(CO);Reference Method zo for the concentrations of nitrogen oxide(NOO and oxygen(02)or equivalent methods. (ti/02) Fuel sampling using the methods and procedures o£40 CFR§6b.3.36(d)uraybe conducted in licu'' f stack sampling for sulfur dioxide(SO2). If fuel sampling is used, coiinpliance with'NeW Source Performance Standards(NSPS),Subpart GG;SO2limits shall be based on loo percent conversion of the sulfur in the fuel to SO.9- Any deviations from.those.procedures must be approved"by the Executive Director of the TCEQ prior to sampling.,The TCEQ'Executive Director or designated representative will be afforded 'the opportunity td observe all such sampling. (8/99) 'The holder of this permit is responsible for providing sampling and testing facilities and conducting the sampling and testing operations at his expense. Special Conditions i Permit Number 7553 Page 3 A. The TCEQ Arlington Regional Office must be contacted as soon as testing is scheduled but not less than 45 days prior to sampling to schedule a pretest meeting. The notice must include: (1) Date for pretest meeting. (2) Date sampling will occur. (3) Name of firm conducting sampling. (4) Type of sampling equipment to be used. (g) Method or procedure to be used in sampling. (6) Procedure used to determine turbine loads during and after the sampling period. The purpose of the pretest meeting is to review the necessary sampling and testing procedures,to provide the proper data forms for recording pertinent data,and to review the format procedures for submitting the test reports. A written proposed description of any deviation from sampling procedures specified in permit conditions or TCEQ Sampling Procedures Manual or EPA sampling procedures must be made available to the TCEQ prior to the pretest meeting. The TCLQ Arlington Regional Director must approve or disapprove of any deviation from specified sampling procedures. Requests to waive testing for any pollutant specified in this condition must be submitted to the TCEQ Office of Air,Air Permits Division. Test waivers and alternate/equivalent procedure proposals for NSPS testing which must have the EPA approval must be submitted to the TCEQ in Austin. (8/99) B. Air emissions from each turbine must be tested While firing at full load for the ambient conditions at the time of testing in each of the fuel firing modes: (x) zoo percent biogas, and(2) xoo percent natural gas. If there is not sufficient biogas to operate a turbine at loo percent load,then a mixture of biogas and natural gas will be used in the test. Air emissions to be sampled and analyzed while at full load include NO, 02, CO, and SO,. (Fuel sampling using the methods and procedures of 40 CFR§ 60.3351d]maybe conducted in lieu of stack sampling for SO2.) (n/o2) In addition,the nitric oxide(NO)to NO,;ratio,to be applied to the quarterly and semiannual performance testing NOX determinations,must be determined for the turbines at each load tested. (xi/oz) C. Air emissions from each turbine stack will be tested while firing at three partial lead conditions in the normal operating range of the turbines,including the minimum point in the range,in each of the fuel firing modes: (i) zoo percent biogas(or a combination of natural gas and biogas,per Special Condition No. 8B and(2) xoo percent natural gas. The operating range is represented in the permit application as 75 percent to loo percent of Mull load,but should be established during the pretest meeting and reported in the sampling report. .(n/02) Special Conditions Permit Number 7663 Page 4 The holder of this permit may vary from the requirements concerning load test points if authorization is received by the EPA prior to the date of the initial demonstration of compliance pretest meeting. Otherwise,the requirement to test at the four load points specified in this Subpart GG will remain in effect. (8/99) Air emissions to be sampled and analyzed while at partial load include NO,, Oz,CO, and volatile organic compounds(VOC). During partial load testing,VOC need only be sampled at the minimum point in the load range. All other contaminants which require partial load sampling must be sampled at each of the three partial load conditions. Each tested load shall be identified in the sampling report. (:[I/o2) D. Sampling must occur within 6o days after achieving the maximum production rate at which the facility will be operated but no later than x8o days after initial start tip. The TCEQ or any air pollution control agency with jurisdiction may require additional sampling;at other times as they deem appropriate. (8/99) E. Within 6o days after the completion of the testing and sampling required herein, copies of the sampling report shall be distributed as follows: One copy to the TCEQ Arlington Regional Office. One copy to the TCEQ Office of Air,Air Permits Division,Austin, Ccintinuous Demonstration of Compliance 9. In order to demonstrate that concentration limits specified in Special Condition No.3 and emission limits specified in the table".Emission Sources Maximum Allowable Emission Rates"are continuously met,'the holder of this permit shall perform the following: A. Conduct a quarterly(every three months)evaluation of turbine performance by measuring the NO.,, CO,and%content,of the exhaust. After six consecutive quarterly evaluations,performance tests maybe ccindl eted every six months•if the following conditions are met: (1)the turbines have been in corixpliance with all the conditions of this permit during the six consecutive quarterly periods and(2) approval is granted by the Director of the TCEQ Ailington Regional Office. (:u/o2) The use of portable analyzers specifically designed for measuring the concentration of each contaminant in parts per million by volume,dxy is acceptable for these evaluations. A.hot air probe or equivalent shall be used with portable analyzers to prevent error in results due to high exhaust gas temperatures. Three sets of _measurements should be averaged to determine the concentrations. 'Prior to and following-the measurements, the portable analyzer shall be checked four accuracy using an audit gas that conforms to the specifications in 49 CFR Part 6o,Appendix F, §6.1.2(3). Any other method approved by the TCEQ Regional Director is also acceptable. (8/99) Special Conditions Permit Number 7553 Page 5 B. If the portable analyzer is capable of measuring NQ,only,the NO.,emission rate must be derived from the NO to NO.,ratio determined in Special Condition No. 813. If the portable analyzer is capable of measuring NO and nitrogen dioxide,then each of these measurements'mustbe converted to an emission rate and summed to determine the NO,,emission rate. (8/99) Emissions shall be measured and recorded in the as found operating condition, except no compliance determination shall be established during start up.,shutdown, maintenance or under breakdown conditions. (i1/0p-) C. The holder of this permit shall conduct monitoring, as specified in 40 CFR§ 60.334(b),with regard to the fuel-fired in the turbines. In lieu of the monitoring schedule specified in 40 CFR§ 60.334(b) a custom monitoring schedule approved by the TCEQ may be used. Any request for a custom monitoring schedule shall be made in writing and directed to the TCEQ Enforcement Division in Austin. Any custom schedule approved by the TCEQ pursuant to 4.0 CFR§ 60.334(b)will be recognized as an enforceable condition of this permit. (xx/oti) Recordkeeping Requirements 10. The following records must be kept at the plant for the life of the permit. All records required in this permit must be made available at the request of personnel froze the TCEQ, EPA,or any air pollution control agency with jurisdiction: A. A copy of this permit. (8/99) B. A complete copy of the testing report and records of the initial performance testing or subsequent performance testing completed pursuant to Special Condition Nos. 8 and 9 to demonstrate compliance. (8/99) C. Stack sampling results or other testing that may be conducted on units authorized under this permit after the date of issuance of this permit. (8/99) D. Monthly natural gas and biogas usage rates compiled every month. (u/oz) E. Monthly records of on line time for all combustion units addressed in this permit (i.e.,turbines,standby engines,and incinerators). (u/oz) i F. Original copies of the PI-8 forms documenting federally enforceable emission reductions made by Engine Nos. 6, 7,and 8. (6/04) � 11. The following information must be made and'maintained by the holder of this permit in a form suitable for inspection for a period of five years rather than the two-year period specified in General Condition No, 7. The five-year record retention requirement does not apply to records generated before July 1, 2011. The records will be kept on-site and i Special Conditions Permit Number 7553 Page 6 must be made immediately available upon request to representatives of the TCRQ, EPA., or any local air pollution control program havirigjurisdiction (7/x3): A. Records of the quarterly or semlaDnual testing;required by Special Condition No. 9. (11/02) 13. . Records of fuel sampling conducted pursuant to Special Condition No. 9.0 to demonstrate continuous compliance with the maximum allowable emission rates for SO2. (6/04) C. Copies of reports sent to the TCEQ, EPA.,or any local air pollution control program. (8/99) Date.--July a,_gox3 f 1 Attachment Y Planned MSS Activities and Authorizations for Perinit No. 7553 Permit By!Ue Facilltles(3o'f'A �lzaptez x6"6 lk "soufte�i r Activity-,PBR- Authori.zaubn Routine facility maintenance including painting and abrasive §xo6.263(c)(3)(A)--- blasting on immovable structures Maintenance,startup,and shutdown of degreasers/solvent § xo6.454 cleaning machines authorized by_a PBR Filter replacement not covered by this permit for facilities §xo6.263(c)(x) which are authorized by this permit - Natural gas-fired comfort heating § xo6.1o2 Maintenance,startup, and shutdown of boilers,heaters, and § xo6.xS3 other combustion devices emitting only products of combustion of the fuel and aeithorized b a PBR Emergency diesel fire water pumps,electric generators, and § xo6.51x ortable en Ines Maintenance,startup, and shutdown of portable and M §1o6-51I emergency engines and turbines authorized by a PBR Startup and shutdown of engines and turbines authorized by a §xo5.263(3)'2) permit Maintenance of engines and turbines authorized by a permit §xo6.263(c)(1) Fugitive component repair, replacement;leaks —piping, §lo6.263(c)(1) um, s,valves,flanges, etc.for facilities authorized by a permit _ Maintenance of water and wastewater treatment facility § 1o6.532 Welding,soldering, and brazing § io6.22-7 Manually operated and hand-held equipment §xo6.a65 Routine maintenance activities which are planned and §xo6.263(c)(:0 predictable and ensure the continuous normal operation of a facility or control device or return a facility or control device to normal o eratin conditions _ Routine maintenance,startup,and shutdown of facilities and § xo6.263(c)(3) tern orar maintenance facilities Equipment fueling -� § 1o6.412 ' Diesel fuel storage tanks,gasoline storage tanks,lube oil § xo6.472 and/or storage tanks,and loading and unloading § xo6. ` 3.__..- Maintenance,startup,and shutdown of storage tanks § xo6.472, §1o6.473, authorized by a.PBR and/or§ xo6.474 Abrasive blasting,painting,and surface preparation of storage § 1o6.263(c)(,) tanks Attachment I Permit Number 7553 Page 2 - De 1-If[inirnis Facilities (3o TAC Chapter n6) -------- aitrci c�r.Aetivitye lViinintis Authorization Cleaning=and stripping solvents,less than or-equal to § n6mg(a)(2)(A) 6o gallons per year,site-wide Waterwbase surfactants/detergents less•than or equal to 2,600 § 116.119(a)(2)(I±) gallons per year,site-wide Application of aqueous detergents,surfactants,and other cleaning solutions containing less than i%of any organic § 11 6mq(a)(i) compound bvwei,ht - Application of aqueous detergents,surfactants,and other §x16.119(a)(1) cleaning solutions containing not more than one percent of any organic compound by weight or containing not more than five percent of any organic compound with a vapor pressure less than 0.002 pounds per s care inch absolute. Manual application of cleaning or s4ipping solutions nr § coatin s for maintenance Glove box/self contained abrasive blasting and associated §xx6.x9(a)(1) filter replacement . Blast cleaning operations with water as the�cleaning media § 116mg(a)(1) r Usage of organic chemicals including lubricants,greases, and §116.119(a)(x) oils without propellants othei thalx air or nitrogen fair -maintaining equipment _ Application of lubricants for maintaining equipment V -§1.16.119(a)(1) Office equipment maintenance and cleaning(Printers,copiers, § ii6-119(a)(1) etc. Maintenance and cleaning of in-situ computer and office § i1b.119(a)(1) -equipment Janitorial and maid services § 116.:L19(a)(1) Grounds maintenance and landscaping §116. 1_9(a)(I) Maintenance of heating and cooling equipment for personal § 1t6.119(a)(1.) use Comfort air conditioning or comfort ventilation systems which §116.119(a)(1) are not:used to remove air contaminants generated by or released from specific units orequipment Aerosol product use—less'than 4 cans(64 oz)per day_12 §ail6.xx9(a)C1) month rolling avers e -- - Aerosol can puncturing,recycling,and disposal—less than 40 §116.ug(a)(1) cans er 24-.hour eriod Bate:jMly 1,2oi Emission Sources-Maximum Allowable Emission Rates Permit Number 7553 his table lists the maximum allowable emission rates and all sources of air contaminants on the applicant's property covered by this permit. The emission rates shown are those derived from information submitted as part of the application for permit and are the maximum rates allowed for these facilities,sources,and;related activities. Any proposed increase in emission rates may require an application for a modification of the facilities covered by this permit. Air Contaminants Data : ss-ion.Point Bourg 1VaTn.e(�) Aar Cnzzta><nir ant Emission Rater (4) No- (1) Name (3) lb/molar Try(5) GT1 and GT1A Gas Turbine No. 1(6) and Heat PMII 2.75 7.54 Recovery Steam Generator NO, 37.62 54.24 CO 32.01 66.75 VOC 0.92 1.91 SO2 8.18 25.36 GT? and GT2A Gas Turbine No. 2(6) 2.75 7•54 and Heat Recovery Stearn Generator(without duct NO, 37.62 84.24 burners) CO 32.01 66.75 VOC 0.92 1.91 802 8.18 25.36 (1) Emission point identification--either specific equipment designation or emission point number:From plot plan, (2) Specific point source name.For fugitive sources,use area name or fugitive source name. (3) VOC - volatile organic compounds as defined in Title 3o Texas Administrative Code§ 101.1 NO, - total oxides of-nitrogen SO2 - sulfur dioxide PMII - total particulate matter equal to or less than 10 microns in diameter,including PMz5,as rep-resented CO - carbon monoxide (4) Emission rates due to maintenance,startup,and shutdown(MSS)activities are not greater than the normal rates in the table. (5) Compliance with annual emission limits(tons per year)is based on a 12 month rolling period. (6) The turbine exhaust can be emitted from either GT1 or GT1A stack or modulated between the two stacks, but the total emitted by the combined turbine and HRSG unit cannot exceed the rates specified on the maximum allowable emission rates table. Date: July 1, 2013 Project Number: Mon. 71 -Al Ll 4Z i-A t ri ra 0 Z'm ................. ................... ............. Dil W At ATTACHMENT C VERIFICATION OF SIGNATURE AUT"ORITY EthosL'nergy Light Turbines LLC 6225 W.Sail Houston Pkwy.N. I louston,Texas 77041-51,15 Execution of'this signature Verification Count ("Forni") hcreby certifies that the following individuals and/or positions have 1he authority to legally bind Contractor and to execute any agreement,arllendment or change order on behalf o.f Contractor.Such binding autlor'ily has been granted by proper order,resolution, ordinance or other authorization of Conti-actor. City is fully entitled to rely on the warranty and representation set forth in this bort in catering into any agreement or amendment with Contractor. Contractor will submit an updated Forin within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Dorm that has bcen properly executed by Contractor. L Name: Position: Signature 2. Name: Position: Signature 3. Nanle: Position: Signature Name: Signature of President l CEO Other Title: Managing Director Date: Ethos energy Light Turbines LLC Page 16 o(16 Contractor Services Agreement ATTACHMENTI) REPLACEMENT PARTS AND MATERIALS PRICE LIST Ethos Energy Light Turbines LLC Page 16 of 16 Contractor Services Agreement Note: Parts list pricing is used for budgetary purposes only. Item Part# Description UM Rec Spar Price Ext 1 10562442 Power Distribution,Fire System ea 1 $ 1,510.27 $ 1,510.27 2 1056244-5 Modulem EDIO ea 1 $ 2,118.60 $ 2,118.60 3 1078325-7 Detector,Gas,IR ea 1 $ 2,237.40 $ 2,237.40 4 1078695-27 Detector,Flame,IR,Multispectrum ea 1 $ 3,435.301 $ 3,435.30 5 1060334-1 SENSOR,SP,MAGNETIC,DIGITAL,0. ea 1 $ 586.37 $ 586.37 6 190430-1 PICKUP,MAGNETIC ea 1 $ 192.60 $ 192.60 7 917560C2 Exciter,Ignition ea 1 $ 1,856.40 $ 1,856.40 8 120710-1 Cable Ignition ea 1 $ 662.40 $ 662.40 9 1053834-6 Monitor, Back-up Overspeed ea 1 $ 2,113.92 $ 2,113.92 10 1088442-1 Module,Vibration,Communication,XM ea 1 $ 906.30 $ 906.30 11 1088442-2 Power Supply,XM ea 1 $ 360.00 $ 360.00 12 1088442-7 Module,Vibration,XM,XM, Net ea 1 $ 2,144.70 $ 2,144.70 13 1089240-10 Module,Fast Input,2,XT ea 1 $ 1,312.13 $ 1,312.13 14 1089240-11 Module,Analog Output,4,XT ea 1 $ 1,216.80 $ 1,216.80 15 1089240-2 Module,Discrete Input,16,XT ea 2 $ 420.41 $ 840.82 1.6 1089240-29 Module, Fast,Counter tin,XT ea 1 $ 1,194.62 $ 1,194.62 17 1089240-3 Module,Discrete Input/Output, 10/6,XT ea 1 $ 392.83 $ 392.83 18 1089240-30 Module,Adapter,XT ea 2 $ 1,292.54 $ 2,585.09 19 1089240--31 Module,Input,Fast,RTD/TC 8,XT ea 1 $ 2,066.69 $ 2,066.69 20 1089240-4 Module,Discrete Output, 5,XT ea 1 $ 479.63 $ 479.63 21 1089240-5 Module,Discrete Output,16,XT ea 1 $ 427.39 $ 427.39 22 1089240-7 Module,Analog Input,8,XT ea 1 $ 1,264.80 $ 1,264.80 23 1089240-9 Module,Analog Input,4,XT ea 1 $ 1,459.20 $ 1,459.20 24 1089241-28 Power Supply PLC, DC,XT ea 1 $ 1,086.30 $ 1,086.30 25 1089241-30 Contoller,with memorycard,XT ea 1 $ 8,437.50 $ 8,437.50 26 1089241--4 Module,CNET Bridge ContolLogix,XT ea 1 $ 1,562.40 $ 1,562.40 27 1034549-10 Power,Supply, 1701 Vibration System ea 1 $ 879.30 $ 879.30 28 1034549-20 Module, Proximitor Input,1701 Vibration System ea 1 $ 1,218.60 $ 1,218.60 29 1034549-52 Module,Dual Proximitor,1701 Vibration System ea 1 $ 749.70 $ 749.70 Module, Dual Proxi m itor/Accel ero meter 1/0,1701 30 1034549-70 Vibration System ea 1 $ 832.50 $ 832.50 31 1034549-21 Module,Seismic Input,1701 Vibration System ea 1 $ 1,316.70 $ 1,316.70 32 1034347-1 Accelerometer,25mv/G ea 1 $ 648.00 $ 648.00 33 1052120-1 Transmitter, Diff Pressure ea 1 $ 1,597.50 $ 1,597.50 34 1052120-11 Transmitter,Diff Pressure ea 1 $ 2,623.50 $ 2,623.50 35 1052120-4 Transmitter,Diff Pressure ea 1 $ 2,986.20 $ 2,986.20 36 1052168-2 Transmitter with Meter,Gage ea 1 $ 1,763.10 $ 1,763.10 37 1052168-23 Transmitter with Meter,Gage ea 1 $ 1,763.10 $ 1,763.10 38 1052168-3 Transmitterwith Meter,Gage ea 1 $ 1,763.10 $ 1,763.10 39 1064829-2 Transmitter, Level,Capacitance ea 1 $ 2,010.60 $ 2,010.60 40 1053929-16 Switch,Differential(Flame Out) ea 1 $ 498.60 $ 498.60 41 190185-205 Regulator, Pressure/Temperature,Lube Oil ea 1 $ 6,066.90 $ 6,066.90 Pump ssem y, am Lube Oil,(Pump, Mounting 42 1064476-100 Adapter,&Gear) ea 1 $ 5,022.00 $ 5,022.00 43 302809-101 Injector,Gas,Solonox,SA ea 2 $ 7,486.20 $ 14,972.40 44 1027930-101 Bleed Valve Assemly,(Actuator&Valve) ea 1 $ 7,153.20 $ 7,153.20 45 190816-120 Cable, Proximity Extension ea 2 $ 400.00 $ 800.00 46 1012991-33 Start,Motor ea 1 $ 19,242.00 $ 19,242,00 47 1104894-1801 Starter VFD ea 1 $ 14,918.00 $ 14,918.00 48 1088209-900 Fuel Valve Main ea 1 $ 26,108.00 $ 26,108.00 49 1042018-3300 Fuel Valve,Pilot ea 1 $26,108.00 $ 26,108.00 50 1062257-1 Valve Solenoid,Quick Exhaust,secondary ea 1 $ 808.00 $ 808.00 51 1062883-100 Valve,Assembly Secondary Fuel Shut off ea 1 $ 5,687.00 $ 5,687.00 52 1056244-24 Controller, EDIO Fire System Controller ea 1 $ 6,104.00 $ 6,104.00 53 1046415-73 Module,Generator Control(CGCM) ea 1 $ 9,531.00 $ 9,531.00 54 1089241--33 Module,Communication,Ethernet ea 1 $ 2,496.00 $ 2,496.00 55 1090949-2 Power Supply,Control System ea 1 $ 1,443.00 $ 1,443.00 56 1112178-2401 Computer System Display ea 1 $ 11,962.00 $ 11,962.00 57 1119585-200 Actuator,Electric,IGV ea 1 $16,683.00 $ 16,683.00 58 1110084-10 Bolt Set,Shear,for Coupling ea 1 1 $ 440.00 $ 440.00 59 241671-11 Duct,Bleed Valve ea 1 $ 405.00 $ 405.00 60 108842-6 Base,Vibration,Dyn,Spring ea 1 $ 180.00 $ 180.00 61 1051931-67 Base,Terminal,Spring ea 3 $ 160.00 $ 480.00 62 1051931-71 Base,Temperature,Spring ea 1 $ 160.00 $ 160.00 63 1100969-2 Motor, Elec,1.5HP,120VDC ea 1 $ 6,800.00 $ 6,800.00 64 186215-1 Pump,Lube Oil,20GPM, DC Back-up ea 1 $ 1,500.00 $ 1,500.00 ump, u e i, re ost, with otor, 65 190855-900 Elec,2 HP,AC Pre/post Lube ea 1 $ 3,500.00 $ 3,500.00 66 1061972-101 IHarness,Thermocouple,T5 ea i $ 2,296.00 $ 2,296.00 67 1046410-1 Valve,Solenoid, Hyd,3-way,24vdc ea 1 $ 2,250.001 $ 2,250.00 Total $ 256,216.45 v - M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas QYV COMM L UFKDQA FORTWORT11 COUNCIL ACTION: Approved on 2/12/2019 DATE: 2/12/2019 REFERENCE NO.: **P-12298 LOG NAME: 13P19-0022 TURBINE SERVICE MJR WATER CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of a Two-fart Contractor Services Agreement with EthosEnergy Light Turbines, LLC with Part One Being a One-Time Turbine Exchange in the Amount of $727,888.00 and Part Two Providing for Ongoing Maintenance, Parts, Repairs and Services in the Annual Amount Up to$200,000.00 for a Total Initial Contract Amount Up to $927,888.00 and Provide for Renewal Options for Part Two Services (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize execution of a two-part Contractor Services Agreement with EthosEnergy Light Turbines, LLC with part one being a one-time turbine exchange in the amount of $727,888.00 and part two providing for ongoing maintenance, parts, repairs and services in the annual amount up to $200,000.00 for a total initial contract amount up to$927,888.00 and provide for up to four annual renewal options for part two maintenance services. DISCUSSION: The Water Department identified the need for a new turbine at the Village Creek Wastewater Reclamation Facility (VCWRF)and also desires to enter into an annual agreement with the vendor to provide maintenance, turbine parts, repairs, and service on an as-needed basis. One of the two turbines needs to be replaced as it has over 30,000 hours of run time, which is the threshold recommended by the manufacturer for a complete rebuild of the turbine. Exchanging the existing turbine with a performance- tested rebuilt turbine instead of attempting to rebuild the existing turbine on-site is a strategy utilized to limit the amount of downtime at the VCWRF. Staff, via the Purchasing Department, issued an Invitation to Bid (ITB) consisting of detailed specifications to eight vendors. The ITB was advertised in the Fort Worth Star- Telegram December 5, 2018, December 12, 2018, December 19, 2018, December 26, 2018, January 2, 2019, and January 9, 2019. On January 10, 2019, the City received two responses, from Solar Turbines, Inc. and Ethos Energy Light Turbines, LLC. The evaluation team included staff from VCWRF and Water Department. The evaluation factors included pricing, experience with Taurus 60 engine exchanges, overhaul trouble shooting and service, references, schedule -from notice to proceed to installation and commissioning, including removal of the existing unit- and warranties and performance guarantees. The evaluation team compared bid responses to the evaluation factors (see attached evaluation scores) and recommends awarding the contract to EthosEnergy Light Turbines, LLC. The evaluation team finds the pricing to be fair and reasonable and that Ethos Energy Light Turbines, LLC's bid provides the best value for the City. No guarantee has been made regarding the amount of part two maintenance services that will be ordered. The contract will allow the maintenance unit prices to be increased at a renewal period so long as the City approves the increase in advance. M/WBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the MIWBE Office, in accordance with the BIDE Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. AGREEMENT TERM -This Agreement shall be effective upon full execution. Part one turbine exchange is subject to the schedule proposed by the vendor and the Agreement provides for liquidated damages for failure to timely complete. The initial part two services agreement term shall expire one year after the r http://apps.cfwnet.org/council_packet/mc review.asp?ID=26743&councildate-2/12/2019 3/4/2019 1 M&C Review Page 2 of 2 effective date. The City shall have four annual renewal options for part two services. Renewals do not require additional City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during a renewal term. FISCAL INFORMATIONICERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as appropriated, of the Water and Sewer Fund. Prior to an expenditure being made, the participating departments have the responsibility to validate the availability of funds. BQN119-00221MJR TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 Submitted for City Manager's Office by: Susan Alanis (8980) Originating Department Head: Kevin Gunn (2015) Additional Information Contact: Cynthia B. Garcia (8525) Jane Rogers (8385) ATTACHMENTS EthosEnergy 1295 2019-442965 Redacted.pdf http://apps.cfwnet.org/council_packet/mc_review.asp?ID=26743&councildate=2/12/2019 3/4/2019