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HomeMy WebLinkAboutContract 42876CITY CONTRACT CRACT NO. STATE OF TEXAS § COUNTIES OF TARRANT, § PARKER, DENTON AND WISE § TAURUS 60 -7301 TURBINE ENGINE OVERHAUL AGREEMENT THIS CONTRACT is made and entered into by and between the City of Fort Worth, a home -rule municipal corporation in Tarrant, Parker, Denton, and Wise Counties, Texas, acting herein by and through Fernando Costa, its duly authorized Assistant City Manager, hereinafter called "City ", and Solar Turbines Incorporated, doing business in Texas, acting herein by and throughChda2 CW104" its duly authorized Dirf-ctor hereinafter called "Contractor." THIS CONTRACT shall be for the overhaul of the Taurus 60 Engine, version 7301 in a turnkey operation to include the removal, transportation, inspection, overhaul, performance testing and reinstallation as describe in the Scope of Work. 1. DEFINITIONS In this Contract, the following words and phrases shall be defined as follows; Applicable Law shall mean any statute, law, constitution, charter, ordinance, resolution, judgment, order, decree, rule, regulation, directive, interpretation, standard or similarly binding authority, which in any case, shall be enacted, adopted, promulgated, issued or enforced that relates to or affects the City, the Contractor, or the performance by a party of its obligations hereunder. Contract shall mean this document, RFP No. 11 -0226, attached as Exhibit A excluding the City's standard terms and conditions, Contractor's Response pages 1 -12 excluding Contractor's standard terms and conditions, as attached as Exhibit B. No other term or condition outside of these specific documents and pages shall apply. If there is a conflict between the terms of the Contractor's Proposal and the terms of Contract, the Contract terms shall prevail. Contractor's Response shall mean those terms and conditions listed in pages 1 -12 excluding Contractor's standard terms and conditions of the Response to the RFP attached as Exhibit B. Director shall mean the Director of the Water Department or his designated representative. Field Services shall mean field service labor, including without limitation all inspection, maintenance, emergency call -outs, trouble- shooting, commissioning /installation of City's products and all service calls. The term Field Services does not include the provision of any goods or parts that may be provided while performing Field Services,— OFFICIAL FI:COR17) CITY SECRETARY FT WPR r H.. TX Overhaul shall mean major inspection/overhaul work at Contractor's facility where buyer's assembly is disassembled to component level and components are inspected to Contractor's standards. Components are repaired or replaced as necessary to meet original equipment specifications and performance for the particular assembly model. Upgrade modifications are incorporated to bring the assembly as close to new production standards as possible for that particular model. Engines are tested to meet Contractor's specifications. The unit resulting from an Overhaul is referred to as an "Overhauled Assembly." Person shall mean any individual, partnership, co- partnership, firm, company, corporation, association, joint stock company, trust, estate, governmental entity, or any other legal entity; or their legal representatives, agents, or assigns. This definition includes all governmental bodies. Products shall mean the Overhauled Assembly, parts, assemblies, components and materials provided by Contractor in fulfilling this Contract. RFP shall mean the City's Request for Proposal No. 11 -0226 and all addenda. 2. SCOPE OF CONTRACTOR'S SERVICES Contractor shall perform the Scope of Service as detailed in the RFP "General Provisions" and "Detailed Specifications for Turbine Engine Overhaul" pages 8- 16, shown in Exhibit A and Contractor's Response as shown in Exhibit B. For this particular section, "Scope of Work ", the terms of Contractor's Response shall prevail over the terms of the RFP in the case of a conflict of the terms. 3. SCOPE OF CITY SERVICES The City agrees to designate a City representative to provide timely direction to the Contractor, make payment as agreed upon herein and render City decisions. 4. TERM Upon full and complete execution of this Contract, Contractor shall perform a written Engine Condition Report for the City. Contractor shall then have sixty (60) calendar days to complete the Scope of Services from the time a written notice to proceed by the City has been issued to Contractor pursuant to Section 2.5 of the "General Provisions" and Section 6.0 "Engine Condition Report" to the RFP. CONTRACT FOR TURBINE OVERHAUL CRRO12712EXECUTION COPY 2 5. PAYMENT For and in consideration of the Scope of Work performed in accordance with this Contract, City agrees to pay Contractor an amount not -to- exceed $788,800.00. This amount does not include sales, use or excise taxes. The City shall either pay any and all taxes or provide Contractor with its exemption certificate. The City agrees to pay Contractor fifteen percent (15 %) of this amount upon full and complete execution of this Contract. The reminder eight -five percent (85 %) shall be paid upon complete delivery of the turbine. All payments shall be due net thirty (30) days from the date of Contractor's invoice. 6. MWBE REQUIREMENTS The Director certifies that a requirement for MWBE participation is not necessary or has been waived for services provided for under this Contract. 7. REPORTING REQUIREMENTS Contractor shall maintain and submit to the City engine condition reports as described in sections 2.3, 5.0 and 8.1 of the RFP which should report detailing all normal wear or stress parts that may be reused, require repair or replacement due to having to been found out of tolerance or have exceeded operational runtime limits. 8. FREEDOM OF INFORMATION ACT Contractor recognizes that the City is a governmental entity subject to the Freedom of Information Act. 9. FORCE NWEURE If, by reason of Force Majeure as hereinafter defined, any party shall be rendered wholly or partially unable to carry out its obligations under this Contract, then such party shall give written notice of the particulars of such Force Majeure to the other party within a reasonable time after the occurrence thereof. The obligations of the party giving such notice, to the extent affected by such Force Majeure, shall be suspended during the continuance of the inability claimed and for no longer period, and any such party shall be in good faith exercise its reasonable efforts to remove and overcome such inability. CONTRACT FOR TURBINE OVERHAUL CRRO12712EXECUTION COPY The term "Force Majeure" as utilized herein shall mean and refer to acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States, the State of Texas, the State of California or any other civil or military authority; insurrections; riots; epidemics; landslides; earthquakes; lightning; fires; hurricanes; storms; floods; washouts; or other natural .disasters; arrest; restraint of government and people; civil disturbances; explosions; breakage or accidents to machinery, pipelines or canals; or other causes not reasonably within the control of the party claiming such inability. 10. TERMINATION A. Either party may terminate this Contract with cause upon written notice to the non - terminating party. The non - terminating party shall have thirty (30) calendar days to cure the cause of termination from the date of issuance of the written notice. If the cause is not cured by the thirtieth day (30th) then this Contract shall be terminated. The non - terminating party may request more time to cure the cause if necessary to cure, which the terminating party shall not unreasonably deny. B. Either party may terminate this Contract for convenience upon forty -five (45) days prior written notice to the other. If this Contract is canceled by the City for convenience after the beginning of work, the City shall be subject to cancellation schedule below. Products actually installed in the City's equipment shall be charged to the City's account at the applicable order price. Payment of any charge owed to Contractor is due thirty (30) days from date of invoice. From: To: Date of Execution of this Contract "(Execution Date ") 15 days from Execution Date 16 days from Execution Date 30 days from Execution Date 31 days from Execution Date 45 days from Execution Date More than 46 days from Execution Date 11. INDEPENDENT CONTRACTOR Cancellation Fee: (of total Contract value) 25% 50% 75% 100% It - is expressly understood and agreed that Contractor shall perform all work and services described herein as an independent contractor and not as an officer, agent, servant or employee, of the City; that Contractor shall have exclusive control of and the exclusive right to control the details of the services and work performed hereunder, and all persons performing the same; and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors; that the doctrine of respondeat superior shall not apply as between City and Contractor, its officers, agents, employees, contractors and subcontractors; and that nothing herein shall be construed as creating a partnership or joint enterprise between City CONTRACT FOR TURBINE OVERHAUL CRR0I2712EXECUTION COPY 4 and Contractor. No person performing any of the work and services described hereunder shall be considered an officer, agent, servant or employee of the City. 12. INDEMNIFICATION A. CONTRACTOR SHALL INDEMNIFY, REIMBURSE, AND DEFEND, CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND /OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF THE WORK AND SERVICES TO BE PERFORMED HEREUNDER BY CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, OR INVITEES, INCLUDING DAMAGES, LOSS, INJURY OR DEATH, IN PROPORTION TO THE EXTENT CAUSED BY ANY NEGLIGENT ERROR, OMISSION, DEFECT, OR DEFICIENCY OF CONTRACTOR IN ACCORDANCE WITH THIS CONTRACT. B. The obligations of the indemnifying party under this section shall include, but not be limited to, the burden and expense of defending all claims, suits, and administrative proceedings (with counsel reasonably approved by the indemnified parties), even if such claims, suits or proceedings are groundless, false, or fraudulent, but only to the extent of indemnifying party's indemnity obligations as set forth in Section 12 A, and in conducting all negotiations of any description, and paying and discharging, when and as the same become due, any and all ,judgments, penalties or other sums due against such indemnified persons. C. Upon learning of a claim, lawsuit, or other liability which the indemnifying party is required hereunder to indemnify, the indemnified party shall provide the indemnifying party with reasonably timely notice of same. D. The obligations of the indemnifying party under this section shall survive the expiration of this Contract and the discharge of all other obligations owed by the parties to each other hereunder. 13. INSURANCE Contractor shall not commence work under this Contract until it has obtained all the insurance required under the Contract, and such insurance has been approved by the City. Contractor shall keep the required insurance in force throughout the term of this Contract. CONTRACT FOR TURBINE OVERHAUL CRR011712EXECUTION COPY A. WORKERS' COMPENSATION INSURANCE: Contractor shall maintain, during the term of this Contract, Workers' Compensation Insurance at statutory limits on all of its employees to be engaged in work under this Contract, and for all subcontractors. Employer's Liability (EL) Insurance shall also be maintained, at minimum limits as follows: $2,000,000 each accident, $2,000,000 disease each employee /$2,000,000 disease policy limit. B. COMMERCIAL GENERAL LIABILITY INSURANCE (CGL): Contractor shall procure and shall maintain during the term of this Contract a Commercial General Liability Insurance Policy at a minimum limits as two million dollars ($2,000,000.00) per occurrence. C. BUSINESS AUTOMOBILE INSURANCE: Contractor shall procure and maintain during the term of this Contract Business Automobile Liability Insurance covering all vehicles engaged in the Contractor's performance under this Contract. The minimum limits of liability coverage shall be in the amount of one million dollars ($1,000,000) per occurrence combined single limit during the effective dates of Contract and any renewal period. The named insured and employees of Contractor shall be covered under this policy. The City of Fort Worth shall be named an additional insured by Endorsement . The following shall pertain to all applicable policies of insurance (A. through C.) listed above: 1. All policies, except Worker's Compensation, Employer's Liability, shall be endorsed to name the City as an additional insured thereon, to the extent of the liabilities assumed under written contract. The term City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. 2. If applicable, Subcontractors shall be covered under the Contractor's insurance policies or they shall provide their own insurance coverage; and, in the latter case, documentation of coverage shall be submitted to the Contractor prior to the commencement of work and the Contractor shall deliver such to the City. 3. Prior to commencing work under the Contract, the Contractor shall deliver to the City insurance certificate(s) on standard ACORD or equivalent forms evidencing documenting the insurance required and the terms and clauses required. 4. Consultant shall use its reasonable efforts to provide a minimum of thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the Director of the Water Department, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102. CONTRACT FOR TURBINE OVERHAUL CRR011711EXECUTION COPY 9 5. The insurers for all policies must be approved to do business in the State of Texas and be currently rated in terms of financial strength and solvency to the satisfaction of the Risk Manager for the City. 6. The deductible or self - insured retention (SIR) affecting the coverage required shall be acceptable to the Risk Manager of the City; and, in lieu of traditional insurance, alternative coverage maintained through insurance pools or risk relations groups must be also approved. 14. CUMULATIVE REMEDIES The rights and remedies granted in this Contract are cumulative, and the exercise of such rights shall be without prejudice to the enforcement of any other right or remedy authorized by law or this Contract. No waiver of any violation shall be deemed or construed by a court of law or an arbitrator to constitute a waiver of any other violation or other breach of any of the terms, provisions, and covenants contained herein. 15. REMEDIES FOR BREACH The parties agree that, except as otherwise provided in Section 10 with respect to termination, in the event that either party breaches this Contract, the other party may exercise any legal rights it has under this Contract under the security instruments and under Applicable Law to recover damages or to secure specific performance, and that such rights to recover damages and to secure specific performance shall ordinarily constitute adequate remedies for any such breach. CONTRACT FOR TURBINE OVERHAUL CRR0I27I2EXECUTION COPY 16. NO WAIVER OF RIGHTS No failure by the City or by the Contractor to insist upon the strict performance of any term, covenant, agreement, provision, condition or limitation of this Contract or to exercise any right or remedy hereunder, and no acceptance by the City of full or partial payment during the continuance of any such breach, shall constitute a waiver of any such breach or of such term, covenant, agreement, provision, condition or limitation. No term, covenant, agreement, provision, condition or limitation of this Contract to be kept, observed or performed by the City or by the Contractor, and no breach thereof, may be waived, altered or modified except by a written instrument executed and acknowledged by and delivered to the City and the Contractor. No waiver of any breach shall affect or alter this Contract, but each and every term, covenant, agreement, provision, condition and limitation of this Contract shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. This Contract may be terminated (except by expiration of the term of this Contract) only by a written instrument of termination executed by the appropriate parry and delivered to the non - terminating party. 17. RIGHT TO AUDIT Until the expiration of three (3) years after the final payment under this Contract, the City shall have access to and the right to examine any directly pertinent books, documents, papers and records of the Contractor involving transactions regarding time and material as they relate to this Contract. Contractor further agrees to endeavor to include in all its subcontracts hereunder a provision to the effect that the subcontractor agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to papers and records of such subcontractor involving transactions regarding time and materials as they relate to the subcontract. The term "subcontract" as used herein includes purchase orders specifically procured by Contractor to fulfill its obligations under this Agreement and does not include purchase orders to replenish Contractor's general stock of supplies. In no event shall the City or its representative be granted access to any financial records relating to the profitability or price build -up of products or services sold on .a lump -sum or fixed price basis. 18. NON ASSIGNMENT Both parties shall not assign, transfer, sublet, convey, or otherwise dispose of the Contract or the rights, title, or interest in or to the same or any part thereof without the previous written consent of the other party which consent will not be unreasonably withheld. In the event Contractor does, without such previous consent, assign, transfer, sublet, convey or otherwise dispose of the Contract or of the right, title or interest therein or any part thereof, City may, at its discretion, terminate the Contract in accordance with Section 11 hereof. CONTRACT FOR TURBINE OVERHAUL CRRO12712EXECUTION COPY 19. SUCCESSORS AND ASSIGNS All of the terms, covenants, and Contracts contained herein shall be binding upon and shall inure to the benefit of successors and assigns of the respective parties hereto. 20. NOTICES Any notices, bills, invoices or reports required by this Contract shall be sufficient if sent by the parties in the United States mail, postage paid, to the address noted below: If to the City: Frank Crumb, Director of the Water Department 1000 Throckmorton Fort Worth, Texas 76102 If to the Contractor: Solar Turbines Incorporated Attention: Vice President, Customer Services 2200 Pacific Highway San Diego, CA 92101 21. VENUE Should any action, whether real or asserted, at law or in equity, arise out of the terms and conditions of this Contract, venue for said action shall be in Tarrant County, Texas. 22. SAVINGS CLAUSE In case any one or more of the provisions contained in this Contract 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 Contract; this Contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. CONTRACT FOR TURBINE OVERHAUL CRRO12711EXECUTION COPY 23. NON - APPROPRIATION In the event that no funds or insufficient funds are collected, appropriated and budgeted or funds are otherwise unavailable for payment of amounts due hereunder by City to Contractor, City shall notify Contractor and this Contract shall terminate on the last day of the fiscal period for which appropriations were made without penalty or expense to City of any kind whatsoever, except as to the payment of amounts due and payable for which appropriations have been made for said fiscal period. City covenants that it will provide Contractor as much notice as possible of this contingency. 24. TITLE AND RISK OF LOSS Contractor warrants that title to all Products hereunder, and its transfer of ownership is rightful and free from any security interest, lien or encumbrance of third parties. Unless otherwise expressly agreed in writing by Contractor, title and risk of loss to the Products (or, in the case of partial or split shipments, the applicable Products) shall pass to the City when such Products are delivered in accordance with the delivery term provided such delivery is made in accordance with the terms of this contract. Contractor shall be liable for any damages to the City's Products to the proportionate extent that such damage is attributable to Contractor's negligence while performing the Field Services. 25. REGULATORY COMPLIANCE /APPLICATION RESTRICTIONS The City and Contractor shall comply with all applicable laws and regulations related to the purchase of the Products and services under this Contract including but not limited to, safety and environmental regulations, technical standards, and all applicable U.S. laws and regulations pertaining to any exportation of the Products. The City warrants that the Products are purchased for installation and use at a City owned facility for the treatment of wastewater. 26. WARRANTY A. Contractor warrants the Products to be free from defects in workmanship and materials rendered or used by Contractor in the performance of this Contract and that the Field Services provided by Contractor will be performed in a lawful and industry accepted safe manner. These warranties are subject to subsection C below and shall apply only to claims made during the applicable warranty period. CONTRACT FOR TURBINE 0TERHAUL CRR012712EXECUTION COPY 10 B. The warranty period shall be twelve (12) months from the date of the complete installation of the Products at the City's designated facility. Contractor shall test the Products at Contractor's site, open to the City's observation, to insure complete and proper rebuild, and acceptance of the Products by the City at Contractor's site in accordance with Article 31,Test/Inspection. C. The foregoing warranty coverage shall be subject to the following conditions, qualifications, remedies and exclusions: (i) the Products are operated, used and maintained in accordance with good engineering practices and any applicable industry standards, and Contractor's written practices, procedures and specifications made available by Contractor in writing to the City; and (ii) any claim of a defective part is made within thirty (30) days of discovery by City and, before the expiration of the applicable warranty period. D. Contractor's obligations under this warranty are limited to Field Services or repair or replacement of the defective part(s), as Contractor elects, free of charge to City at Contractor's place of business or repair center. All replacement parts and repaired parts are warranted through, but not beyond, the original warranty period. The above warranty shall not apply to or include: (i) regular maintenance services or adjustments outside the Overhaul of this Product in accordance with the Scope of Work; (ii) any Products that have been repaired or altered, other than by Contractor, in any way so as to adversely affect their operation; or (iv) the effects of corrosion, erosion, degradation from normal wear and tear of the Products. E. Additional Qualifications and Limitations to Warranty. i. Contractor warrants that the Products and Field Services will conform to those national, federal, state or local laws, ordinances, regulations, codes and standards, as specifically stated in the RFP, the Contractor's response to the RFP or otherwise agreed to herein. ii. NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED EXCEPT AS STATED HEREIN, IN PARTICULAR, CONTRACTOR HEREBY WAIVES WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. No person is authorized to give any other warranties or to assume any other liability on Contractor's behalf unless agreed to in writing by Contractor. iii. Contractor's responsibility to deliver, install, test, replace or repair the Products or perform Field Services shall be limited as stated herein and Article 29. 27. SUSPENSION OR DELAY A. The City's request for a suspension of this Contract or for a delay in shipment/delivery or performance must be provided in writing to Contractor. The City actions or inactions that CONTRACT FOR TURBINE OVERHAUL CRR011712F,XF,CUTION COPY effectively prevent Contractor's progress shall be deemed a City delay. If the duration of any and all the City delays exceeds sixty (60) continuous days (and a cumulative of one hundred twenty (120) days) after the date the City has issued a written notice to proceed, then this Contract shall be deemed terminated by the City, and Contractor shall be entitled to charges as set forth in Article 10. B. The City shall have the sole right to designate an alternative delivery location. If the City fails to identify an alternative delivery location within fourteen (14) days after the notice of readiness to ship (which may only be sent after the City has issued a written notice to proceed to Contractor), then Contractor shall deliver the Products to a storage facility designated in advance written notice to the City by Contractor. The City shall have seven (7) calendar days to designate a different delivery or storage site. C. Upon delivery of the Products in accordance with the modified delivery location/term: (i) title and risk of loss to the Products shall transfer to the City; (ii) the City shall be solely responsible for arranging and paying for storing the . Products, subsequent loading, unloading, transportation and insuring the Products directly with the third parties providing such services; and (iii) the payment milestones shall be automatically modified to allow Contractor to invoice the City for any remaining portion of this Contract price, which shall be due and payable in accordance with the invoice. 28. RIGHTS TO DRAWINGS AND DATA A. All engineering designs, data, and specifications ( "Technical Information ") delivered to the City which are designated in writing as confidential or proprietary shall: (i) only be used by the City for Products sold as part of this Contract and, (ii) not be disclosed or reused without Contractor's prior written consent. Contractor grants the City a royalty free, non- exclusive license to use the Technical Information for the City's internal business purposes, including the right to share such Technical Information with the City's contractors and their subcontractors for the sole purpose of providing services to the City (and no other purpose), but only if such contractors and their subcontractors execute confidentiality agreements with Contractor prior to such disclosure as shown in Exhibit C; provided, however, that Contractor assumes no responsibility for such use. Notwithstanding the above, the City shall not use any Technical Information for commercial purposes of any kind. Any right granted herein shall be non - transferable except that the City may transfer such right to any successor owner or operator of the Products sold by Contractor in this Agreement upon written approval from Contractor. B. Contractor acknowledges that the City is home rule municipality and subject to the Freedom of Information Act and the Public Information Act, formerly known as the Texas Open Records Act. Nothing herein shall prevent or prohibit the City from complying with such acts. The City agree to provide written notice to the Contractor of any request for CONTRACT FOR TURBINE OVERHAUL CRR072772EXECUTION COPY 12 information related to the Technical Information as soon as is reasonably practicable. Notwithstanding the foregoing, the City agrees not divulge Contractor's pricing information as exempted from The Freedom of Information Act U.S. Code- Title 5 § 552 (b) (4) and the Public Information Act (Texas Govt Code -Title 5, § 552.104 and 552.110 unless required by a governmental order or by law. 29. LIMIT OF LIABILITY A. Neither the City nor Contractor or their affiliates, subcontractors, agents and/or employees shall be liable for any special, indirect, punitive, exemplary, incidental or consequential loss or damages of any nature except any profit of Contractor UNDER this Contract (including, but not limited to, loss of use, loss of profit, losses resulting from or related to downtime of the Products or the cost of replacement power or compression), howsoever caused, and whether based on warranty, contract, tort (including negligence), strict liability or any other theory of the law. B. Except as set forth in this Article 29, the total liability of Contractor, its affiliates, subcontractors, agents and employees arising out of the performance or nonperformance of this Contract or any of its obligations (including, without limitation, obligations in connection with the design, manufacture, sale, delivery, storage, erection or use of the Products and/or the rendition of Overhaul services in connection therewith), whether based on warranty, contract, tort, (including negligence), strict liability or any other theory of the law, shall not exceed, in the aggregate, a sum equal to one and a half million dollars ($1,500,000.00). C. Notwithstanding anything to the contrary in the foregoing, the total liability of Contractor, its affiliates, subcontractors, agents and employees arising under Article 12, shall not exceed, in the -aggregate, a sum equal to two million dollars ($2,000,000). Any amounts paid under Article29.B. shall count toward the limit set forth in this Article 29.C., and vice versa. 30. THE CITY'S ASSITANCE. The City shall provide such assistance as Contractor may reasonably require to facilitate timely completion of the Scope of Work. If Contractor is unable to perform through no fault of its own or as a result of the City's failure to cooperate or provide assistance, Contractor shall be excused from performance. The City's assistance shall be free of charge and include the following: 1. Provide reasonable security and protection for all persons, property and equipment employed or used by Contractor in the performance of the Scope of Work. CONTRACT FOR TURBINE OVERHAUL CRRO72712EXECUTION COPY 13 2. Make available to Contractor the use of any required utilities, including electrical power, transport and water. 3. Assist Contractor in obtaining access to roads, railways, pumping stations, power lines, pipelines, canals, and the like necessary in the performance of the Scope of Work. 4. Provide Contractor with fuels and lubricants in sufficient quantity and quality to meet the requirements of each phase of the Scope of Work. 31. TESTSANSPECTIONS. Contractor's normal tests and inspections of the Products, and any special tests expressly set forth in this Contract are open to the City's observation and in a manner agreeable to Contractor, subject to Contractor's standard security procedures. Special tests and inspections that are outside the scope of this Contract may be requested by the City in writing and may be arranged, subject to Contractor's reasonable discretion and scheduling constraints. In such cases, Contractor shall add a reasonable adjustment to this Contract price which reflects the added price for such special tests and inspections. 32. GOVERNMENTAL POWERS AND IlVIMUNITIES. It is understood and agreed that, by execution of this Contract, City does not waive or surrender any of its governmental powers or immunities. Contractor acknowledges that the City is a Governmental Body and as such may have certain rights, powers and duties that may affect the Contractor's rights or obligations under the Contract. IN WITNESS WHEREOF, day of Fz bry 2012. CITY OF FORT WORTH � 6�1� Fernando Costa Assistant City Mana er Date Signed: Recommended By .,�Jt-X4� Frank Crumb, PE Director of the Water Department CONTRACT FOR TURBINE OVERHAUL CRR012712EXECUTION COPY The parties hereto have executed this Contract on this �-� SOLAR TURB S INC RATED Director Date Signed: , /- ZO /,Z 14 OFFICIAL RECORD' CITY SECRETARY j FT. WORTH, TX. ATTEST: City Secretary APPROVED AS TO FORM AND LEGALITY: � I � Nwzv C%rista IVReynolds Sr. Assistant City Attorney ,�)5a) 5Cc _ Contract huthorizatioR la - i3- \\ Date CONTRACT FOR TURBINE OVERHAUL CRRO12772EXECU7I0N COPY &0 f �a�Arti G� Obi f� o° c 0 �o v ay L OOn _ ^00 T 1s .TE SEAL: 1 OFFICIAL RECORD, CITY SECRETARY FT. WORTH. rX CONTRACT FOR TURBINE OVERHAUL CRR012712EXECUTION COPY EXHIBIT A RFP No. 11 -0226 16 oRr Wo PURCHASING DIVISION REQUEST FOR PROPOSALS (RFP) for Taurus 60 - 7301 Turbine Engine Overhaul RFP No. 11 -0226 Issued: July 21, 2011 PROPOSAL SUBMISSION DEADLINE: * * * * * ** August 11, 2011 by 1:30PM Local Time * * * * * ** NO LATE PROPOSALS WILL BEACCEPTED CITY OF FORT WORTH PURCHASING DIVISION LOWER LEVEL 1000 THROCKMORTON STREET FORT WORTH, TEXAS 76102 FOR ADDITIONAL INFORMATION REGARDING THIS RFP PLEASE CONTACT: Aaron Long, Engineer Aaron.long@fortworthgov.org RETURN THIS COVER SHEET WITH RESPONSE TO: David Weeks, Buyer Purchasing Division Financial Management Services Department CITY OF FORT WORTH PURCHASING DIVISION LOWER LEVEL 1000 THROCKMORTON STREET FORT WORTH, TEXAS 76102 NAME AND ADDRESS OF COMPANY SUBMITTING PROPOSAL: Contact Person: Phone: ( ) Fax: ( ) Signature: Printed Name: Acknowledgment of Addenda: #1 #2 #3 #4 #5 Exhibit A Turbine Overhaul HOW TO REGISTER WITH THE CITY OF FORT WORTH => Visit www.fort.vorthgov.org => Click on Departments => Choose Become A Vendor => Review Terms & Conditions Click l Accept These Terms to proceed At next screen, click No, I Want to Register Click Register => The first registration pop -up asks for your Federal ID# or Social Security Number and your company name. The company name MUST be the proper organization name and the same as on invoices you would present for payment to the City of Fort Worth. => Follow through the screens by clicking Continue /Save at the bottom of each screen. The last screen will ask for your commodities (products and /or services that can be provided to the City). This information is used to send quotes/bid opportunities to you by email and is also required in order to keep your account active. => Enter a key word search for unknown commodity codes (example: janitorial) => An email address is required to register online => If you selected "Certified Minority" you will be requested to provide a copy of your Minority/Woman Owned Business certification. => Email a copy of your company's IRS W -9 form to the City's vendor registration administrator at PurchasingBSO (7,fortworthgov.org. Your registration will not be activated until a completed W -9 is received and verified. Completed W -9s may also be faxed to the vendor registration administrator at 817-392-7254. Congratulations, you've registered! You will receive an email with your registration confirmation. For any changes /edits to your vendor profile please email the vendor registration administrator at P u rc h a s i n a B S O(a)f o rtw o rt h g o v. o rg. Exhibit A Turbine Overhaul Request for Proposal The City of Fort Worth is requesting proposals from qualified firms to establish an agreement to have the Taurus 60 Engine, version 7301 turbine engine overhauled as a turnkey operation inclusive of removal to reinstallation including; removal, transportation, inspection, overhaul, performance testing and reinstallation. 1.0 SUBNIISSION OF PROPOSALS 1.1 One (1) original, five (5) copies, and one (1) electronic version of all Proposal documents shall be submitted in sealed packages. The electronic version is preferred as a single PDF file, although a PDF of the proposal items and an Excel version of the Requirements Matrix will be accepted. Offeror's name and address should be marked on the outside of the envelope along with the RFP number. Facsimile transmittals or offers communicated by telephone will not be accepted or considered. Proposal information that is not submitted in sealed packages will not be considered. 1.2 Mail or Deliver Resuonses to the Following Address: City of Fort Worth Purchasing Division 1000 Throckmorton Street, Lower Level Fort Worth, Texas 76102 2.0 DELIVERY OF PROPOSALS Proposals must be received in the City's Purchasing Division no later than 1:30 p.m., July 28, 2011. The submitting Offeror is responsible for the means of delivering the proposals to the location listed in paragraph 1.2 on time. Delays due to any instrumentality used to transmit the Proposals including delay occasioned by the Offeror or the City's internal mailing system will be the responsibility of the Offeror. Proposals must be completed and delivered in sufficient time to avoid disqualification for lateness due to difficulties in delivery. The time and date stamp clock in City's Purchasing Division is the official clock for determining whether submittals are submitted timely. Late Proposal documents will not be accepted under any circumstances. 3.0 PROPRIETARY INFORMATION 3.1 if an Offeror does not desire proprietary information in the Proposal to be disclosed, it is required to identify all proprietary information in the Proposal. This identification will be done by individually marking each page with the words "Proprietary Information" on which such proprietary information is found. If the Offeror fails to identify proprietary information, it agrees that by submission of its Proposal that those sections shall be deemed non - proprietary and made available upon public request. 3.2 Offeror's are advised that the City, to the extent permitted by law, will protect the confidentiality of their Proposals. Offeror shall consider the implications of the Texas Public Information Act, particularly after the RFP process has ceased and the Contract has been awarded. While there are provisions in the Texas Public information Act to protect proprietary information, where the Offeror can meet certain evidentiary standards, please be advised that a determination on whether those standards have been met will not be decided by the City of Fort Worth, but by the Office of the Attorney General of the State of RFP 11 -0226 Turbine Engine Overhaul, Opening Date August 11, 2011, Page 3 of 26 Exhibit A Turbine Overhaul Texas. In the event a request for public information is made, the City will notify the Offeror, who may then request an opinion from the Attorney General pursuant to 552.305, Texas Government Code. The City will not make a request of the Attorney General. 4.0 COMPLETION OF RESPONSES 4.1 Responses shall be completed in accordance with the requirements of this RFP. Statements made by an Offeror shall be without ambiguity, and with adequate elaboration, where necessary, for clear understanding. 4.2 Proposals shall be limited to a maximum of twenty-five (25) 8 -1/2" X 11" pages (one side only and including cover letter) using a font size no smaller than 11 point and one inch margins. Brochures submitted with proposal are excluded from the twenty-five (25) page limitation. 4.3 RFP packages, which are incomplete, lack required documentation or are illegible may be considered non - responsive and may be rejected. 5.0 CLARIFICATIONS AND ISSUANCE OF ADDENDA 5.1 Any explanation, clarification, or interpretation desired by an Offeror regarding any part of this RFP must be requested from David Weeks, Buyer, at least five (5) business days prior to the published submission deadline, as referenced in Section 2.0 of this RFP. 5.2 If the City, in its sole discretion, determines that a clarification is required, such clarification shall be issued in writing. Interpretations, corrections or changes to the RFP made in any other manner other than writing are not binding upon the City, and Offerors shall not rely upon such interpretations, corrections or changes. Oral explanations or instructions given before the award of the Contract are not binding. 5.3 Requests for explanations will be emailed to david.weeks .fortworthgov.oriz. Emails must clearly identify the RFP Number and Title. 5.4 Any interpretations, corrections or changes to this RFP will be made by addendum. Sole issuing authority of addenda shall be vested in the City of Fort Worth Purchasing Division. Offerors shall acknowledge receipt of all addenda within the responses. 6.0 WITHDRAWAL OF PROPOSALS A representative of the company may withdraw a Proposal at any time rip or to the RFP submission deadline, upon presentation of acceptable identification as a representative of such company. 7.0 AWARD OF CONTRACT 7.1 It is understood that the City reserves the right to accept or reject any and all Proposals and to re- solicit for Proposals, as it shall deem to be in the best interests of the City of Fort Worth. Receipt and consideration of any Proposals shall under no circumstances obligate the City of Fort Worth to accept any Proposals. If an award of contract is made, it shall be made to the responsible Offeror whose Proposal is determined to be the best evaluated offer taking into consideration the relative importance of the evaluation factors set forth in the RFP. RFP 11 -0226 Turbine Engine Overhaul, Opening Date August 11, 2011, Page 4 of 26 Exhibit A Turbine Overhaul 7.2 The City reserves the right to award a single contract or multiple contracts by section listed in the Scope of Work. 7.3 Tentative Schedule of: RFP Release Date Deadline for Questions Proposals Due Date Contract Negotiations City Council Approval Notice to Proceed Events: July 21, 2011 August 9, 2011 5:00 PM (Local Time) August 11, 2011, by 1:30 PM (Local Time) August 12 through August 17, 2011 August 23, 2011 August 24, 2011 (anticipated) 8.0 PERIOD OF ACCEPTANCE Offeror acknowledges that by submitting the Proposal, Offeror makes an offer that, if accepted in whole or part by the City, constitutes a valid and binding contract as to any and all items accepted in writing by the City. The period of acceptance of proposals is one hundred and twenty (120) calendar days from the date of opening, unless the Offeror notes a different period. 9.0 TAX EXEMPTION The City of Fort Worth is exempt from Federal Excise and State Sale Tax; therefore, tax must not be included in any contract that may be awarded from this RFP. 10.0 COST INCURRED IN RESPONDING All costs directly or indirectly related to preparation of a response to the RFP or any oral presentation required to supplement and/or clarify a Proposals which may be required by the City shall be the sole responsibility of and shall be borne by the participating Offerors. 11.0 NEGOTIATIONS The City reserves the right to negotiate all elements that comprise the successful Offeror's response to ensure that the best possible consideration be afforded to all concerned. 12.0 CONTRACT INCORPORATION The contract documents shall include the RFP, the Response to the RFP, the Purchase Order when awarded and such other terms and conditions as the parties may agree. In the event of a conflict between the documents, the order of precedence is (1) the RFP, (2) the Response to the RFP, (3) the Purchase Order. 13.0 NON- ENDORSEMENT If a Proposal is accepted, the successful Offeror shall not issue any news releases or other state- ments pertaining to the award or servicing of the agreement that state or imply the City of Fort Worth's endorsement of the successful Offeror's services. RFP 11 -0226 Turbine Engine Overhaul, Opening Date August 11, 2011, Page 5 of 26 Exhibit A Turbine Overhaul 14.0 UNAUTHORIZED COMMUNICATIONS Offerors' contact regarding this RFP with employees or officials of the City other than the Purchasing Manager or the Minority -and Women Business Enterprise (M/WBE) Office may result in disqualification from this procurement process. Any oral communications are considered unofficial and non - binding with regard to this RFP. 15.0 CONTRACT ADMINISTRATOR The Water Department is designated as Contract Administrator and will act as the contact point between the City and the Contractor after contract award. 16.0 NON - APPROPRIATION OF FUNDS In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 17.0 PROPOSAL EVALUATION PROCESS 17.1 The City of Fort Worth intends to award a purchase order to the Offeror who provides goods or services at the best value for the city. In determining the best value for the city, the City will consider price, experience, references and other criteria as listed, to the extent to which the goods or services meet the specifications indicated in the Request for Proposals. 17.2 The Evaluation and Selection Committee will determine the responsiveness and acceptability of each proposal for each product. They will evaluate each proposal in the respective functional, technical and support areas according to the pre - established criteria described below and develop an overall ranking. If there is only one response to the RFP, the evaluation process may be waived and the RFP may be re- solicited. 17.3 The Selection Committee may wish to request additional information from Respondents. Following their review of Proposals, the Selection Committee may select a respondent or may compile a short-list of selected firms to interview. Respondents selected as a short-list of potential respondents shall be invited to provide a demonstration of their products and services, as relevant to this RFP. RFP 11 -0226 Turbine Engine Overhaul, Opening Date August 11, 2011, Page 6 of 26 Exhibit A Turbine Overhaul 18.0 PROPOSAL EVALUATION FACTORS 18.1 The following weighted criteria will be used in evaluating proposals: CRITERIA % OF IMPORTANCE Proposed Price of Services 30% Ability to return turbine to a condition that meets or exceeds the original performance characteristics 10% Ability to provide documented power output and efficiencies prior to reinstallation of unit at VCWRF 10% Ability to provide onsite technical assistance during warranty period within 24 hours of notification 10% Experience with Taurus 60 engine overhauls with documented references from companies that have used overhaul services for the Taurus 60 Turbine engine 20% Ability to provide 24 month performance guarantee 10% Responsiveness to this Request for Proposal 5% Willingness to provide before and after engine condition report 5% 19.0 OFFEROR'S QUALIFICATIONS 19.1 Prospective Offeror (s) must demonstrate that they are duly qualified and capable to fulfill and abide by the requirements of this RFP. The City of Fort Worth reserves and shall be free to exercise the right to evaluate the RFP in relation to performance record of Contractor with the City itself; or other municipalities of like size, during the past twenty- four (24) months. 19.2 The Offeror(s) must meet and provide proof of the following qualifications upon request: 19.2.1 Available facilities and adequate equipment to render the services requested, 19.2.2 Available qualified and trained personnel to perform the overhaul services requested, 19.2.3 Capability to provide local repair and maintenance services, if required, 19.2.4 Adequate financial status to meet the financial obligations that may result during the performance of the service. 19.3 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. 20.0 REFERENCES Offeror must provide a minimum of three (3) references from their customers who are currently using similar equipment. References must include customer name, contact name, phone number, email address, and short description of equipment. Please use Attachment A -- References Form. RFP 11 -0226 Turbine Engine Overhaul, Opening Date August 11, 2011, Page 7 of 26 Exhibit A Turbine Overhaul GENERAL PROVISIONS 1.0 PURPOSE 1.1 The purpose of this Request for Proposals (RFP) is to establish an agreement to have the Taurus 60 Engine, version 7301 turbine engine overhauled as a turnkey operation inclusive of removal to reinstallation including; removal, transportation, inspection, overhaul, performance testing and reinstallation. 2.0 SCOPE The successful Offeror, hereafter "Contractor" shall provide the following services: 2.1 On site inspection and review prior to removal for transportation. Work to be performed at the City of Fort Worth's Village Creek Water Reclamation Facility (VCWRF), 4500 Wilma Lane, Arlington, Texas 76102. 2.2 Prepare for transportation as required for critical machinery hauling, loading and delivery to Contractors shop for commencement of overhaul to original equipment manufactures (OEM) specifications. The City will make available a 15 ton overhead track crane and 120V/240V electrical power onsite. 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, transport, overhaul, provide testing for performance and reinstall engine into turbine assembly. 2.3 The primary goal for the overhaul is to have the turbine returned to 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. Required will be a visual and dimensional inspection of all parts; perform non - destructive testing and evaluate all components that are subject to normal wear or stress for damage and provide written documentation and digital photographs of all items inspected. Issue engine condition report detailing all normal wear or stress parts that may be reused, require repair or replacement due to having to been found out of tolerance or have exceeded operational runtime limits. All rotating assemblies are to be balanced dynamically. 2.4 When Inspection report has been reviewed and accepted by City, Notice to Proceed will be issued to proceed with the approved overhaul and repair items addressed in Inspection report. Additionally the City is open to proposals including optional additive alternate services such as sensor, software, turbine upgrades, and inspection and overhaul if required of the speed reduction gearbox. The City encourages the Contractor to propose additional services or equipment that they feel would enhance the operation of the Taurus 60 Turbine Engine and generator. 2.5 Once the notice to proceed is issued, the Contractor will have a total of 60 calendar days to complete the project. The project will be considered complete once the engine is reinstalled in operating condition, meeting or exceeding original performance characteristics. Additional days may be negotiated for selected additive alternates and for delays initiated by the City. RFP 11 -0226 Turbine Engine Overhaul, Opening Date August 11, 2011, Page 8 of 26 Exhibit A Turbine Overhaul 3.0 BACKGROUND 3.1 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 primarily fueled with a biogas mixture consisting of anaerobic digester gas produced onsite and landfill gas. A small amount of natural gas is occasionally added to the mixture when needed to maintain the load set -point of the turbines. One turbine is in use at all times with the second on standby in case of need. 3.2 One of the Taurus 60 Engines, version 7301, currently has approximately 37,000 hours of runtime logged and requires its first scheduled maintenance overhaul. It is the objective of VCWRF to have the engine overhauled as a turnkey operation inclusive of removal to reinstallation. The primary goal for the overhaul is to have the turbine returned to a condition that meets or exceeds the original performance characteristics. The gearbox mated to the turbine engine has the same 37,000 hours of runtime logged. A bore scope inspection conducted at 30,000 hours of runtime and vibration reports are available upon request. UP 11 -0226 Turbine Engine Overhaul, Opening Date August 11, 2011, Page 9 of 26 Exhibit A Turbine Overhaul DETAILED SPECIFICATIONS FOR TURBINE ENGINE OVERHAUL 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. Overhaul & Repair Technical and Functional Requirements 1.0 Turbine removal, overhaul and reinstallation shall be performed by technicians regularly engaged in the overhaul of Solar Taurus 60 engines and whose experience can be verified. Opportunity must be allowed for City representatives to witness disassembly of engine during overhaul and witness in -shop testing of rebuild for emissions and efficiency. Additional items and services that can typically be part of a standard overhaul should be included, with cost, as line items. The main goal of the City is to have the engine overhauled, not exchanged, to original performance characteristics. Optional proposals for turbine upgrades and performing inspection and overhaul of the gearbox if found necessary will be considered and evaluated as separate line items. 2.0 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 overhauls. 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 overhauled, the date /time of the work, the person/team performing the work and contact information for the client for whom services were provided. 3.0 The. City will make available a 15 ton overhead track crane and 120V/240V electrical power onsite. The Contractor will be required to provide all other labor, transportation, tools, equipment, supplies and incidentals necessary to remove the engine from the turbine assembly, transport, overhaul, test and reinstall engine into turbine assembly. 4.0 Engine Removal 4.1 Engine performance to be tested by Contractor and baselines recorded with City of Fort Worth personnel prior to engine shutdown. 4.2 After shutdown, the Contractor will remove the engine from its mounting and prepare the engine for shipment to the workshop. 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 to and from Contractor's workshop. Insurance must be sufficient to cover any damage or replacement of unit should any damage occur during transportation. 5.0 Inspection 5.1 Visual and dimensional inspection of all parts; perform non - destructive testing and evaluate all components that are subject to normal wear or stress for damage and provide written documentation and digital photographs of all items inspected. Issue engine condition report detailing all normal wear or stress parts that may be reused, require repair or RFP 11 -0226 Turbine Engine Overhaul, Opening Date August 11, 2011, Page 10 of 26 Exhibit A Turbine Overhaul replacement due to having to been found out of tolerance or have exceeded operational runtime limits. All rotating assemblies are to be balanced dynamically. 5.1.1 When turbine is received at the workshop, the engine is to go through the following steps at a minimum: 5.1.1.1 Visual inspection to check transportation and equipment integrity after arrival in shop. 5.1.1.2 Opportunity must be allowed for City representatives to witness disassembly of engine during overhaul. Proper notice must be given to allow time for travel if desired by City personnel to observe. 5.1.1.3 Dismantling of the modules into components. 5.1.1.4 Chemical cleaning or sand blasting of the components. 5.1.1.5 Dimensional and geometrical checks. 5.1.1.6 Non Destructive Inspection (NDI) with dye penetrant or eddy current inspection on the critical parts. 5.1.1.7 Issuance of inspection report ( "Engine Condition Report") and final overhaul scope of work and pricing. 6.0 Engine Condition Report 6.1 City to issue Notice to Proceed once Engine Condition Report has been received and reviewed. Prices on Engine Condition Report are to be agreed upon and firm before Notice to Proceed will be issued. Once the notice to proceed is issued, the successful Contractor will have a total of 60 calendar days to complete the project. The project will be considered complete once the engine is reinstalled in operating condition, meeting or exceeding original performance characteristics. Additional days may be negotiated for selected additive alternates and for delays initiated by the City. 7.0 Refurbishment of Major Components The following are the minimum requirements for the major component overhaul. 7.1 Air Inlet Housing Assembly 7.1.1 Remove Ring Assembly 7.1.2 Visual Inspection 7.1.3 Repair or Replace Tl plugs 7.1.4 Tap threaded holes, Clean 7.1.5 Paint Housing & Lifting Ring 7.1.6 Assemble Ring Assembly 7.1.7 Replace Ring Assembly 7.1.8 Restore assembly to OEM specification, and may require new or reconditioned assembly if hardware was not repairable RFP 11 -0226 Turbine Engine Overhaul, Opening Date August 11, 2011, Page 11 of 26 Exhibit A Turbine Overhaul 7.2 Bleed Valve Assembly 7.2.1 Disassemble Completely 7.2.2 Clean Inspect 7.2.3 Replace all Nuts, Bolts, and consumables 7.2.4 Overhaul & Test two (2) Electric Actuators 7.2.5 Replace all Consumables 7.2.6 Overhaul Rotary Actuator and Test 7.2.7 Replace All Hydraulic Lines and Fitting 7.2.8 Replace Butterfly Valve 7.2.9 Replace bleed valve with new or reconditioned part if repair did not meet OEM requirements 7.3 T -5 Thermocouple Harness Assembly 7.3.1 Replace all Thermocouples 7.3.2 Re -wire Manifold, then Paint 7.3.3 Replace T -5 Thermocouple Assembly with new or reconditioned assembly 7.4 Compressor Case 7.4.1 Remove all Stator segments: Vanes, Inner and Outer Rings 7.4.2 Clean Complete - Visual Inspect 7.4.3 Tap all threaded holes 7.4.4 Sermetel Coat on Case Halves, Outer Rings, Stators, and Vanes. 7.4.5 Replace all Vane Bushings 7.4.6 Repair or Replace Babbitt Stages 1, 2, 3, and 4 Inner Rings, and Finish Machine 7.4.7 Assemble Complete- Record Dimension Requirements 7.5 Compressor Rotor Sub - Assembly 7.5.1 Repair or Replace Variable Stator Vanes 7.5.2 Plate Aft Case 7.5.3 Repair or Replace Fixes Stators 7.5.4 Assemble Complete- Record Dimension Requirements 7.5.5 Dimensional Inspection: Journals, Lab Seal, and Tip blade diameters 7.5.6 Remove and inspect all blade stages 7.5.7 Clean, Thermal cycle, Fluorescent Penetrate Inspect, Coat dove -tails and Bake all blades 7.5.8 Inspect Turbine Tie Bolt 7.5.9 Grind Bearing Journals 7.5.10 Resurface Thrust Collar 7.5.11 Grind lab seal to Round -up 7.5.12 Static & Dynamic Balance Rotor. Grind blade tips. 7.5.13 Sermetel Coat Drum 7.5.14 Match -up Bearing Assembly No. 1, 2, and 3: New bearing pad and pins 7.5.15 Restore No. 1, 2 & 3 Oil seals: 7.5.16 Forward bearing housing, Oil Seal Repair or Replace, Finish Inner Diameter 7.5.17 Remove Bronze, and Spray 7.5.18 New No. 2, and 3 Bearing caps, and Finish I.D 7.5.19 Remove and Replace Honeycomb seal on No. 2 Cap. 7.5.20 Replace Proximiter Probes and size to journal. 7.5.21 Customized No.I Air Seal Ring (To fit Air Inlet) RFP 11 -0226 Turbine Engine Overhaul, Opening Date August 11, 2011, Page 12 of 26 Exhibit A Turbine Overhaul 7.5.22 Record all dimensional requirements. 7.5.23 Repair or Replace stage blades 7.5.24 Replace Bearing Housings on Bearing Assembly No. 1, 2, and 3 7.5.25 Replace Turbine Tie Bolt 7.5.26 Chrome Plate Forward Cone. 7.5.27 Replace Ring Assembly 7.5.28 Restore Lab -Seals by Dabber 7.5.29 Tig Welding on Aft Hub, Forward Cone, and G/P Shaft 7.5.30 Chrome Plate I.D. & O.D. on Tapers 7.5.31 Carbide Coating on Bearing Journals No. 1, 2, and 3 7.6 Bearing Housing Subassembly 7.6.1 Disassemble to Remove: Insulation Covers, Insulation and Oil Cooling Ring 7.6.2 Dimensional Inspection: Bearing Bores, etc. 7.6.3 Sermetel Coat exterior 7.6.4 Clean & Flush, Tap all threads 7.6.5 Install: Oil Cooling Ring, Insulation, blankets & Covers, Oil inlet tube. 7.6.6 Plate Bearing Bores. 7.6.7 If necessary Replace Inner Housing and Line Bore 7.6.8 Replace with new or reconditioned housing sub - assembly if repaired housing did not meet OEM specification 7.7 Combustor Subassembly 7.7.1 Chemical Cleaning, Heat Treat, Fluorescent Penetrate Inspect 7.7.2 Weld Repair Cracks 7.7.3 Rig test 7.7.4 Replace Outer Assembly 7.7.5 Replace Inner Assembly 7.7.6 Replace Dome, then Rig test. 7.7.7 Disassemble Complete. 7.7.8 Clean Combustor Housing, and tap threads 7.7.9 Sermetel Coat Combustor Housing 7.7.10 Combustor Liner: 7.7.11 Assemble Combustor Liner into Combustor Housing 7.7.12 Combustor Liner: 7.7.13 Assemble Combustor Liner into Combustor Housing 7.7.14 Replace with new or reconditioned combustor liner if reworked liner did not meet OEM specification 7.8 Gas Fuel System 7.8.1 Clean and Inspect Injectors, and Manifold 7.8.2 Air Flow check Injectors 7.8.3 Leak check Manifold 7.8.4 Minimum workscope injector 7.8.5 Replace up to half number of injectors 7.8.6 Alkaline high frequency ultrasonic cleaning process 7.8.7 Flow testing for spray angle, spray quality, and flow pattern. 7.8.8 Maximum workscope injector 7.8.9 Replace all injectors with new or reconditioned injectors if repaired injectors did not meet OEM requirements RFP 11 -0226 Turbine Engine Overhaul, Opening Date August 11, 2011, Page 13 of 26 Exhibit A Turbine Overhaul 7.9 First Stage Nozzle & Case Assembly 7.9.1 Complete Disassembly 7.9.2 Dimensional inspect Nozzle Case & Die check as necessary 7.9.3 Clean and Fluorescent Penetrate Inspect Nozzle segments 7.9.4 Air Flow test Nozzle segments 7.9.5 Assemble & Test Air Flow 7.9.6 Repair or Replace all Nozzle segments 7.9.7 Replace Cooling Shroud 7.9.8 Repair Nozzle Case 7.9.9 Replace Sliding Ring 7.10 First Diaphragm Sub - Assembly 7.10.1 Disassemble to Remove: Pre - Swirler & Piston Rings 7.10.2 Dimensional Inspection: Diaphragm and Honey Comb Seals 7.10.3 Clean Completely 7.10.4 Visual Inspection all Hardware: Die check as required 7.10.5 Remove and Replace Stage No. l Diaphragm Honey Comb Seal 7.10.6 Assemble with new cover and piston ring 7.10.7 Replace Pre - Swirler 7.10.8 Replace with new or reconditioned I' stage diaphragm if reworked assembly did not meet OEM specification 7.11 Second Stage Nozzle Assembly 7.11.1 Complete Disassembly 7.11.2 Dimensional inspect diaphragm seals 7.11.3 Repair and Replace Honey Comb Seal in diaphragm 7.11.4 Clean and Fluorescent Penetrate Inspect Nozzle segments 7.11.5 Air Flow test Nozzle segments 7.11.6 Assemble Nozzle to diaphragm 7.11.7 Repair all Nozzle segments. 7.11.8 Air Flow test Nozzle segments 7.11.9 Replace all Nozzle segments with new or reconditioned parts 7.11.10 Replace with new or reconditioned 2nd stage nozzle assembly if reworked assembly did not meet OEM specification 7.12 Gas Producer —First Stage Turbine Disc Assembly 7.12.1 Dimensional Inspection: Blade tip diameter, Rim Seals, Inter -stage Seal 7.12.2 Time Code Disc 7.12.3 Disassembly Complete: Remove BIades, Dampers, Rim Seals 7.12.4 Clean Blades, Disc, Dampers, and Bolts 7.12.5 Fluorescent Penetrate Inspect all Blades, Disc, Dampers, and Bolts 7.12.6 Air Flow Test Blades 7.12.7 Reassemble turbine disc assembly 7.12.8 Tip Repair Blades for wear: Strip Coating - Weld - Recoat 7.12.9 Air Flow Test Blades 7.12.10 Assemble and Grind Tip diameter 7.12.11 Tig Restore Forward and Aft Rim Seal for wear 7.12.12 Assemble and Grind Rim Seals 7.12.13 Replace Inter -stage turbine Lab Seal. RFP I 1 -0226 Turbine Engine Overhaul, Opening Date August 11, 2011, Page 14 of 26 Exhibit A Turbine Overhaul 7.12.14 Replace with new or reconditioned blades 7.12.15 Replace with new or reconditioned disc 7.13 Gas Producer — Second Stage Turbine Disc Assembly 7.13.1 Dimensional Check Blades tip diameter, Lab Seal Diameter and Time Code Disc 7.13.2 Remove Blades and Dampers 7.13.3 Clean BIades, Disc, Dampers and Tie Bolts 7.13.4 Fluorescent Penetrate Inspect all parts 7.13.5 Silver Plate Bolts 7.13.6 Reload Blades, and Dampers 7.13.7 Restore Blade Tip Diameter 7.13.8 Assemble & Grind Tip Diameter 7.13.9 Remove & Replace Interstage turbine Lab Seal 7.13. 10 Replace with new or reconditioned blades 7.13. 11 Replace with new or reconditioned disc 7.14 Third Stage Nozzle Assembly 7.14.1 Disassemble Completely 7.14.2 Clean and Dimensional inspect diaphragm seals 7.14.3 Clean and Fluorescent Penetrate Inspect Nozzle segments 7.14.4 Adjust Nozzle throat area 7.14.5 Assemble Nozzle to diaphragm 7.14.6 Repair and Replace Honey Comb Seal in diaphragm 7.14.7 Repair all Nozzle segments 7.14.8 If necessary Replace up to half Nozzle segments 7.14.9 Assemble Nozzle to diaphragm 7.14. 10 Replace all Nozzle segments with new or reconditioned blades 7.14.11 Replace with new or reconditioned diaphragm 7.14.12 Assemble Nozzle to diaphragm 8.6 Repair process 8.1 Repair or parts replacement based on the inspection report and customer decisions. 8.2 Parts modification or replacement for turbine upgrades in accordance with customer specification. 8.3 Reassembly of the components to modules. 8.4 Reassembly and adjustments of compressor and turbine rotors. 8.5 Protective coating according to OEM's and shops recommendations. 8.6 Balancing of each rotor. 8.7 Reassembly of the modules into a complete unit. 8.8 * ** The Contractor shall allow City representatives to witness in -shop testing of the rebuild 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. RFP 11 -0226 Turbine Engine Overhaul, Opening Date August 11, 2011, Page 15 of 26 Exhibit A Turbine Overhaul 8.9 Final balancing and mechanical test at in -house test cell. 8.9.1 Run -in procedure. 8.9.2 Full speed test. 8.9.3 Vibration survey. 8.9.4 Full load test up to 5 MW with an hydraulic brake. 9.0 Delivery 9.1 Delivery in accordance with Contractor's specifications for critical machinery. 10.0 Reinstallation 10.1 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. 10.2 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. 10.3 Commissioning and startup tests are performed by the Contractors field service engineers. Conduct full performance test and issue test report certifying speed, temperature, vibration, horsepower and efficiency meet the original performance characteristics using a full load test. 10.4 An all inclusive performance guarantee, for the 24 month (two year) period following project completion, for fuel efficiency, power output, emissions and vibration levels meeting or exceeding the original performance characteristics will be required. Post overhaul NOx emissions will be limited to current NOx emission output which ranges from 24 parts per million to 30 parts per million in a temperature range of 41 °F to 85 °F. 10.5 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- outhagged -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 Tony Bianchini at 817- 392 -4936. RFP 11 -0226 Turbine Engine Overhaul, Opening Date August 11, 2011, Page 16 of 26 Exhibit A Turbine Overhaul STANDARD TERMS AND CONDITIONS These standard terms and conditions, any special terms and conditions, and the provisions included as Exhibit A become part of any contract entered into if any or all parts of the Proposals are accepted by the City. The City reserves the right to modify, delete or further negotiate any or all of the terms and conditions related to this RFP or an award of a contract pursuant thereto. 1.0 ASSIGNMENT The successful Proposer may not assign its rights or duties under an award without the prior written consent of the City. Such consent shall not relieve the assignor of liability in the event of default by its assignee. 2.0 ERRORS OR OMISSIONS The Proposer will not be allowed to take advantage of any errors or omissions in this RFP. Where errors or omissions appear in this RFP, the Proposer shall promptly notify the City's Purchasing Division in writing of such error or omission it discovers. Any significant errors, omissions or inconsistencies in this RFP are to be reported no later than ten (10) days before time for the RFP response is to be submitted. 3.0 INDEMNITY AND RELEASE 3.1 Indemnity shall be governed by Section 8, of the Professional Services Agreement, Exhibit A- 3.2 In addition to the indemnification requirement above, successful Proposer, hereinafter called, "Vendor" or "Proposer" shall execute a statement releasing Fort Worth from any liability for injury or property damage incurred during this contract, unless such injury or property damage was the result of intentional conduct committed by an Employee of the City. Further, all Employees, Officers, and Agents of the Vendor or any Subcontractor shall be required to execute the release prior to entering into performance of any work associated with the contract to be awarded hereunder. 4.0 TERMINATION 4.1 If this award results in a contract, it shall remain in effect until contract expires, delivery and acceptance of products and/or performance of services ordered, or terminated by the City with a forty-five (45) day written notice prior to cancellation. In the event of termination, the City of Fort Worth reserves the right to award a contract to next and best Proposer as it deems to be in the best interest of the City. 4.2 Further, the City may cancel this contract without expense to the City in the event that funds have not been appropriated for expenditures under this contract. The City will return any delivered but unpaid goods in normal condition to the Proposer. RFP 1 l -0226 Turbine Engine Overhaul, Opening Date August 11, 2011, Page 17 of 26 Exhibit A Turbine Overhaul 5.0 TERMINATION, REMEDIES, AND CANCELLATION 5.1 Right to Assurance. Whenever the City has reason to question the successful Proposer's intent to perform, the City may demand that the successful Proposer(s) give written assurance of successful Proposer's intent to perform. In the event a demand is made, and no assurance is given within ten (10) calendar days, the City may treat this failure as an anticipatory repudiation of the contract. 5.2 The City may terminate this agreement if the successful Proposer(s) fails to cure a material breach, which substantially impairs the value of the contract as a whole within thirty (30) calendar days of receipt of written notice being given by the other party. If more than thirty (30) calendar days are required to cure such default or breach, a reasonable time in excess of said days may be established, provided both parties agree in writing as to the time period to be substituted. In the event such default or breach is not cured within a specified time, the City may terminate this agreement upon thirty (30) calendar days written notification. 5.3 The City may also cancel this agreement for convenience upon forty-five (45) calendar days written notice to the successful Proposer. Effective date of such notice shall begin three (3) days after date of posting with the United States Postal Service with sufficient notice with said notice being sent to last known address of successful Proposer(s). 6.0 CHANGE ORDERS No oral statement of any person shall modify or otherwise change or affect the terms, conditions or specifications stated in the resulting contract. All change orders to the con—tract will be made in writing by the City of Fort Worth's Water Information Technology Division and Laboratory Services Division and may require City Council approval. 7.0 VENUE The agreement(s) will be governed and construed according to the laws of the State of Texas. The agreement(s) is (are) performable in Tarrant County, Texas. Venue shall lie exclusively in Tarrant County, Texas. 8.0 CONFLICT OF INTEREST No public official shall have interest in this contract, in accordance with Vernon's Texas Codes Annotated, Local Government Code Title 5, Subtitled C., Chapter 171. 8.0 INSURANCE Contractor shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 9.1 Coverage and Limits (a) Commercial General Liability $2,000,000 Each Occurrence $4,000,000 Aggregate RFP 11 -0226 Turbine Engine Overhaul, Opening Date August 11, 2011, Page 18 of 26 Exhibit A Turbine Overhaul (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Bodily injury per person $500,000 Bodily injury per person per occurrence $100,000 Property damage Coverage shall be on any vehicle used by the Contractor, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle, shall be any vehicle owned, hired and non -owned (c) Worker's Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit 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. 8308 — 1.01 et seq. Texas Revised Civil Statutes) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Professional Liability (Errors & Omissions) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E &O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 9.2 Certificates. Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with any work pursuant to this Agreement. All policies shall be endorsed to name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non - payment of premium. Such terms shall be endorsed onto Contractor's insurance policies. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. RFP 11 -0226 Turbine Engine Overhaul, Opening Date August 11, 2011, Page 19 of 26 Exhibit A Turbine Overhaul 10.0 CONTRACT CONSTRAINTS AND CONDITIONS 10.1 All services shall be provided in accordance with applicable requirements and ordinances of the City of Port Worth, the State of Texas, and applicable federal laws. 11.0 MINORITY AND WOMEN BUSINESS ENTERPRISE PARTICIPATION 11.1 A waiver of the goal for M/WBE subcontracting requirements has been requested by the Purchasing Division and approved by the M/WBE Office since the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible RFP 11 -0226 Turbine Engine Overhaul, Opening Date August 11, 2011, Page 20 of 26 Exhibit A Turbine Overhaul ATTACHMENT A RFP No. 11 -0226 References Form Complete and Return This Form Respondents shall furnish the following information with their Proposal, for at least three (3) recent customers and a brief description of the contract. These references will establish the responding firm's ability to successfully undertake and provide the services required by this RFP. 1. Company's Name Present Address City, State, Zip Code Telephone Number ( } Fax Number ( ) Name and Description of Contract 2. Company's Name Present Address City, State, Zip Code Telephone Number ( ) Fax Number ( ) Name and Description of Contract 3. Company's Name Present Address City, State, Zip Code Telephone Number ( ) Fax Number ( ) Name and Description of Contract RFP 11 -0226 Turbine Engine Overhaul, Opening Date August 11, 2011, Page 21 of 26 Exhibit A Turbine Overhaul ATTACHMENT B Provide pricing for the following items: Price 1. Consumable Kit, main overhaul. Consisting of Bearings, seals, nuts, bolts, and gaskets etc. All consumable parts needed to do the tear down and reassembly. $ 2. T -5 Thermocouple Harness $ _ 3. Compressor case vanes. $ 4. Variable Stator Vanes. $ 5. Fixed Stator Vanes. $ 6. Proximiter Probes $ 7- Turbine blades, if overhaul requires amount over specification callout. $ 8• Bleed Valve Assembly $ 9. Combustor outer assembly $ 10. Combustor inner assembly $ 11. Combustor liner $ 12. Injectors $ 13. lrst Stage nozzle segments $ 14. lrst Stage sliding ring $ 15. l rst stage diaphragm $ 16. 2"d Stage Nozzle segments $ IT 2n4 Stage Nozzle Assembly $ i8. lrst Stage Turbine Disc blades $ _ 19. lrst Stage Turbine Disc assembly disc $ RFP 11 -0226 Turbine Engine Overhaul, Opening Date August 11, 2011, Page 22 of 26 Exhibit A Turbine Overhaul 20. Interstage Turbine Lab Seal $ 21- 2nd Stage Turbine interstage lab seal $ 22• 2nd Stage Turbine Disc Blades $ 23• 2nd Stage Turbine Disc disc $ 24. 3rd Stage Nozzle segments $ _ 25- 3rd Stage Nozzle segment blades $ 26- 3rd Stage nozzle diaphragm $ 27. Air inlet T1 Plugs $ UP 11 -0226 Turbine Engine Overhaul, Opening Date August 11, 2011, Page 23 of 26 Exhibit A Turbine Overhaul CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Date Received Local Goverment Code by a person doing business with the governmental entity. By law this questionnaire must be filed with the records administrator of the local government not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1. Name of person doing business with local governmental entity. 2. 1-1 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than September 1 of the year for which an activity described in Section 176.006(a), Local Government Code, is pending and not later than the 7th business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3. Describe each affiliation or business relationship with an employee or contractor of the local governmental entity who makes recommendations to a local government officer of the local governmental entity with respect to expenditure of money. 4. Describe each affiliation or business relationship with a person who is a local government officer and who appoints or employs a local government officer of the local governmental entity that is the subject of this questionnaire. RFP 11 -0226 Turbine Engine Overhaul, Opening Date August 11, 2011, Page 24 of 26 Exhibit A Turbine Overhaul CONFLICT OF INTEREST QtiESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental enti • Page 2 5. Name of local government officer with whom filer has affiliation or business relationship. (Complete this section only if the answer to A, B, or C is YES.) This section, item 5 including subparts A, B, C R D, must be completed for each officer with whom the filer has affiliation or business relationship. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income from the filer of the questionnaire? ❑ Yes ❑ No B. is the filer of the questionnaire receiving or likely to receive taxable income from or at the direction of the local government officer named in this section AND the taxable income is not from the local governmental entity? ❑ Yes ❑ No C. Is the filer of this questionnaire affiliated with a corporation or other business entity that the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? ❑ Yes ❑ No D. Describe each affiliation or business relationship. 6. Describe any other affiliation or business relationship that might cause a conflict of interest. 7. Signature of person doing business with the governmental entity Date RFP 11- 0226'1'urbine Engine Overhaul, Opening Date August 11, 2011, Page 25 of 26 Exhibit A Turbine Overhaul NO PROPOSAL SHEET FOR REQUEST FOR PROPOSAL (RFP) NO: 11 -0226 TAURUS 60 TURBINE ENGINE OVERHUAL RFP CLOSING DATE: AUGUST 11, 2011 David Weeks, Buyer Purchasing Division (817) 392 -8385 Fax No. (817) 392 -8440 E -mail address: david.0 eeks(a,fornvorthzov.oi If your firm has chosen not to submit a bid for this procurement, please complete this form'and submit to: City of Fort Worth Purchasing Division 1000 Throckmorton Street Fort Worth, Texas 76102 Please check the items that apply: 71 Do not sell the item(s) required. Cannot be competitive. Cannot meet the Specifications highlighted in the attached Bid. Cannot provide Insurance required. Cannot provide Bonding required. Cannot comply with Indemnification requirements. aJob too small. Do not wish to do business with the City. Other reason. Company Name: Authorized Officer or Agent Signature: Telephone: ( FAX Number: RFP 11-0226 Turbine Engine Overhaul, Opening Date August 11, 2011, Page 26 of 26 Exhibit A Turbine Overhaul FORTWORT CITY OF FORT WORTH PURCHASING DIVISION ADDENDUM TO THE INVITATION TO REQUEST FOR PROPOSAL (RFP) 11 -0226 For Taurus 60 - 7301 Turbine Engine Overhaul ADDENDUM NO. 1 ITB NO. 11 -0226 DATE DUE: August 11, 2011 This addendum is issued to incorporate the following changes to the RFP: Section 2.0 of the Request for Proposal, page 3 had the closing date incorrect. It should be as follows: 2.0 DELIVERY OF PROPOSALS Proposals must be received in the City's Purchasing Division no later than 1:30 p.m., August 11, 2011. The submitting Offeror is responsible for the means of delivering the proposals to the location listed in paragraph 12 on time_ 2. Section 3.0 of the Standard Terms and Conditions, Page 17mas incorrect. It should be as follows: 3.0 INDEMNITY AND RELEASE 3.1 Successful Contractor shall defend, indemnify and hold harmless the City of Fort Worth and all its Officers, Agents and Employees from all suits, actions, or other claims of any character, name and description brought for or on account of any injuries or damages received or sustained by any person, persons or property due to any negligent act or fault of the successful Contractor, or of any agency, Employee, Subcontractor or supplier under the successful Contractor in the execution of, or performance under, any contract awarded. Successful Contractor indemnifies and will indemnify and hold harmless the City of Fort Worth from liability, claim or demand on their part, Agents, servants, customers and/or Employees whether such liability, claim or demand arise from event or casualty happening or within the occupied premises themselves or happening upon or in the halls, elevators, entrances, stairways or approaches of or the facilities within which the occupied premises are located. Successful Contractor shall pay any judgment with costs that may be obtained against the City of Fort Worth growing out of such injury or damages. 3.2 In addition to the indemnification requirement above, successful Contractor shall execute a statement releasing Fort Worth from any liability for injury or property damage incurred during this contract, unless such injury or property damage was the result of intentional conduct committed by an Employee of the City. Further, all Employees, Officers, and Agents of the successful Contractor or any SubContractor shall be required to execute the release prior to entering into performance of any work associated with the contract to be awarded hereunder. Exhibit A Turbine Overhaul All other terms and conditions remain the same. egards, ck Dale, . .M., CPPB Purchasing Manager is������r��rr������������r�����ri��rr����������������s��• .......... i.M.Swasaw. COMPANY NAME: SIGNATURE: NOTE: Company name and signature must be the same as on the bid documents. Exhibit A Turbine Overhaul EJIMIT B Contractor's Response to the RFP NEEDS TO BE THE ACTUAL RESPONSE TO THE RFP SUBMITTED WITHOUT THE LETTER CONTRACT FOR TURBINE OVERHAUL CRR012711EXECUTION COPY 17 Solar Turbines A Caterpillar Company RFP No. 11 -0026 CUSTOMER SERVICES FIRM PROPOSAL Submitted to: Caterpillar is a registered trademark of Caterpillar Inc. Solar, Titan, Mars, Taurus, Mercury, Centaur, Saturn, SoLoNOx, and TurbotronicTm 4 are trademarks of Solar Turbines Incorporated. Specifications subject to change without notice. © 2011 Solar Turbines Incorporated. All rights reserved. Caterpillar: Confidential Yellow Page 1 of 22 Proprietary Information Exhibit B Turbine Overhaul S_ olarTurbines_ A Caterpillar Company.... August 2, 2011 CITY OF FORT WORTH PURCHASING DIVISION LOWER LEVEL 1000 THROCKMORTON STREET FORT WORTH, TEXAS 76102 Subject: Taurus 60 - 7301 Turbine Engine Overhaul RFP No. 11 -00226 Attention: Mr. David Weeks, Buyer Purchasing Division Financial. Management Services Department 1. Executive Summary RFP No. 11 -0026 Solar Turbines Incorporated is this equipment(s) Original Equipment Manufacturer or referred to in this document as the OEM. Solar Turbines Incorporated has prepared the following proposal in response to your requirements in RFP No. 11 -0026 This Proposal is to establish an agreement to have the Taurus 60 Engine, version 7301 turbine engine overhauled as a turnkey operation inclusive of removal to reinstallation including; removal, transportation, inspection, overhaul, performance testing and reinstallation. Experience Solar Turbines Incorporated designs, manufactures and supports all of its industrial gas turbine packages. Since 1960, Solar has rejuvenated and updated more than 30,000 gas turbines for customers at its overhaul facilities strategically located worldwide. Overhaul policies and procedures are developed with the intent to support our customer in restoring the performance, reliability and operating life that Solar originally designed into the equipment. Owners and operators of Solar turbomachinery trust us to overhaul their valuable equipment for one simple reason: no one knows our turbines better than us. NOTE: Other engine overhaul shops do not know the Solar OEM speculations for this installed equipment and or this engine overhaul. Page 2 of 22 Proprietary Information Exhibit B Turbine Overhaul _Solar Turbine_ _ s_ A Caterpillar Company 2. Scope Of Supply Overhaul Program RFP No. I1 -0026 Solar Overhaul program allows for the overhaul of turbine engine components. The overhauled equipment will provide identical form fit and function but will include all applicable product technological updates in engine durability and reliability. Existing Equipment that will be overhauled from Solar Turbine package serial number TGOON32: Engine Model number: TDOW -1500 -007 Engine Serial number: 0994T Reduction Gearbox part number: 196800 -203 Reduction Gearbox Serial number: SGKOO -16265 Solar Overhaul is a complete renewal of the engine that is designed to restore mechanical integrity, performance, and a Time Between Overhaul (TBO) equal to the engine's original TBO expectation when purchased new. Solar overhaul includes: v Core Disassembly V Remanufacture v Assembly v Test Core Disassembly Upon receipt of Core, the engine is disassembled, inspected, and an Equipment Condition Report is prepared that provides an overview of the condition of the core engine. The purchaser or purchaser's designated representative is provided access to Solar's Overhaul facilities to observe disassembly in accordance with Solar's schedules. Proper notice of at least fifteen (15) days will be given to allow time for travel if desired by Customers personnel to observe disassembly. Every eff ort will be made to accommodate the purchaser's schedule. Unavailability of the purchaser or purchaser's representative shall not be cause for delay in the disassembly. A more extensive analysis of failed or damaged components can be performed, with the additional cost. Page 3 of 22 Proprietary Information Exhibit B Turbine Overhaul S_o_larTurbin_es_ A Caterpillar Company RFP No. 11-0026 Remanufacture Inspection After cleaning, parts pass through the inspection process, where they are measured for correct tolerances and, where appropriate, undergo non - destructive testing (NDT). NDT is essential to determine surface and subsurface material imperfections on critical highly- stressed turbomachinery components. This process is performed in compliance with Solar's Overhaul Inspection Standards. The typical scope for a Major Overhaul includes a full array of visual and dimensional checks, as well as NDT methods including but not limited to: • Magnetic Penetrant Inspection (MPI) • Fluorescent Penetrant Inspection (FPI) • X -Ray imaging Component Disposition Solar has developed overhaul specifications that provide criteria for accept/reject decisions on parts being inspected during overhaul. Upon disposition, components are distributed to various Solar facilities and or out side vendors for remanufacturing / reconditioning. Remanufacturing All components that undergo remanufacturing adhere to strict engineering controlled acceptance and repair limits and entail over 40 years of Solar part reuse experience. All parts are returned to as new condition and support overall engine durability and Time Between Overhaul (TBO) equal to the engine's original TBO expectation when purchased new. Operations include but not limited to: • Complex Machining • Thermal Spray • TIG Welding • Vacuum Brazing • CMM Inspection • Laser Welding • Electron Beam Welding • Diffused Aluminide Coating • Compatible Alloy Brazing • Coatings - SermeTel Overhaul processes automatically provide the latest new production design changes which increase the reliability, durability, efficiency, and maintainability of the engine, extending the next duty cycle to its maximum potential. Assembly As the OEM, Solar applies engineering controlled design standards to all processes associated with the assembly to ensure mechanical integrity and engine performance. All overhauls use a combination of new and remanufactured components Page 4 of 22 Proprietary Information Exhibit B Turbine Overhaul Solar` Turbines A Caterpillar Company Test RFP No. 11 -0026 Factory testing is in accordance with Solar's engine test specifications and as generally outlined below. The purchaser or purchaser's designated representative is provided access to Solar's Production Test facilities to observe factory production tests in accordance with Solar's production and testing schedules. Unavailability of the purchaser or purchaser's representative shall not be cause for delay in the performance of the production tests. "' Solar shall allow Customers representatives to witness in -shop testing of the rebuild for emissions and efficiency to Solar (OEM) specifications. Proper notice of at least.fifteen (15) days will be given to allow time for travel if desired by Customers personnel to observe. The turbine acceptance test is performed in accordance with Solar's (OEM) specifications on a facility test stand driving a high speed dynamometer, or generator enabling all aspects of turbine engine operation and performance to be measured, and generally includes the following: • Turbine power and heat rate • Turbine temperature measurements • Vibration levels and spectra • Emissions when applicable • Bearing oil flows, pressures, and temperatures • Seal airflows and pressure • Engine compressor discharge pressure • Start time Acceptance test data are reviewed and approved by Test Engineering and the Project Manager and recorded by Quality Assurance prior to submittal to the customer. The certified test report provides test results and compares the results to Solar's acceptance test specification. Documentation Solar's Overhaul Facilities operate with documented standards to ensure repeatability of procedures and consistent component quality. Documents supplied are: • Engine Condition Report (ECR) — Evaluation of original core engine. • Certified Test Report Page 5 of 22 Proprietary Information Exhibit B Turbine Overhaul _S__o_la_r_` Turbines A Caterpillar Company RFP No. 11-0026 1.0 Refurbishment of Major Components: The following are the minimum requirements for the major component overhaul, 1.1 Air Inlet Housing Assembly 1.1.1 Remove Ring Assembly 1. 1.2 Visual Inspection 1. 1.3 Repair or Replace T1 plugs 1. 1.4 Tap threaded holes, Clean 1.1.5 Paint Housing & Lifting Ring 1. 1.6 Assemble Ring Assembly 1. 1.7 Replace Ring Assembly 1.1.8 Restore assembly to Solar (OEM) specification, and may require new or reconditioned assembly if hardware was not repairable 2.1 Bleed Valve Assembly 2.1.1 Disassemble Completely 2.1.2 Clean Inspect 2.1.3 Replace all Nuts, Bolts, and consumables 2.1.4 Overhaul & Test two (2) Electric Actuators 2.1.5 Replace all Consumables 2.1.6 Overhaul Rotary Actuator and Test 2.1.7 Replace All Hydraulic Lines and Fitting 2.1.8 Replace Butterfly Valve 2.1.9 Replace bleed valve with new or reconditioned part if repair did not meet Solar (OEM) requirements 3.1 T -5 Thermocouple Harness Assembly 3. 1.1 Replace all Thermocouples 3.1.2 Re -wire Manifold, then Paint 3.1.3 Replace T -5 Thermocouple Assembly with new or reconditioned assembly 4.1 Compressor Case 4. 1.1 Remove all Stator segments: Vanes, Inner and Outer Rings 4.1.2 Clean Complete - Visual Inspect 4.1.3 Tap all threaded holes 4.1.4 Sermetel Coat on Case Halves, Outer Rings, Stators, and Vanes. 4.1.5 Replace all Vane Bushings 4.1.6 Repair or Replace Babbitt Stages 1, 2, 3, and 4 Inner Rings, and Finish Machine 4.1.7 Assemble Complete - Record Dimension Requirements Page 6 of 22 Proprietary Information Exhibit B Turbine Overhaul Solar Turbines A Caterpillar Company RFP No. 11 -0026 5.1 Compressor Rotor Sub - Assembly 5. 1.1 Repair or Replace Variable Stator Vanes 5.1.2 Plate Aft Case 5.1.3 Repair or Replace Fixes Stators 5.1.4 Assemble Complete - Record Dimension Requirements 5.1.5 Dimensional Inspection: Journals, Lab Seal, and Tip blade diameters 5.1.6 Remove and inspect all blade stages 5.1.7 Clean, Thermal cycle, Fluorescent Penetrate Inspect, Coat dove -tails and Bake all blades 5.1.8 Inspect Turbine Tie Bolt 5.1.9 Grind Bearing Journals 5.1.10 Resurface Thrust Collar 5.1.11 Grind lab seal to Round -up 5.1.12 Static & Dynamic Balance Rotor. Grind blade tips. 5.1.13 Sermetel Coat Drum 5.1.14 Match -up Bearing Assembly No. 1, 2, and 3: New bearing pad and pins 5.1.15 Restore No. 1, 2 & 3 Oil seals: 5.1.16 Forward bearing housing, Oil Seal Repair or Replace, Finish Inner Diameter 5.1.17 Remove Bronze, and Spray 5.1.18 New No. 2, and 3 Bearing caps, and Finish I.D 5.l .19 Remove and Replace Honeycomb seal on No. 2 Cap. 5.1.20 Replace Proximiter Probes and size to journal. 5.1.21 Customized No.1 Air Seal Ring (To fit Air Inlet) 5.1.22 Record all dimensional requirements. 5.1.23 Repair. or Replace stage blades 5.1.24 Replace Bearing Housings on Bearing Assembly No. 1, 2, and 3 5.1.25 Replace Turbine Tie Bolt 5.1.26 Chrome Plate Forward Cone. 5.1.27 Replace Ring Assembly 5.1.28 Restore Lab -Seals by Dabber 7.5.29 Ti 'a Welding on Aft Hub, Forward Cone, and G/P Shaft 5.1.30 Chrome Plate I.D. & O.D. on Tapers 5.1.31 Carbide Coating on Bearing Journals No. 1, 2, and 3 6.1 Bearing Housing Subassembly 6.1.1 Disassemble to Remove: Insulation Covers, Insulation and Oil Cooling Ring 6.1.2 Dimensional Inspection: Bearing Bores, etc. 6.1.3 Sermetel Coat exterior 6.1.4 Clean & Flush, Tap all threads 6.1.5 Install: Oil Cooling Ring, Insulation, blankets & Covers, Oil inlet tube. 6.1.6 Plate Bearing Bores. 6.1.7 If necessary Replace Inner Housing and Line Bore 6.1.8 Replace with new or reconditioned housing sub - assembly if repaired housing did not meet Solar (OEM) specification Page 7 of 22 Proprietary Information Exhibit B Turbine Overhaul Solar _ urbines A Caterpillar Company RFP No. 11 -0026 7.1 Combustor Subassembly 7. 1.1 Chemical Cleaning, Heat Treat, Fluorescent Penetrate Inspect 7.1.2 Weld Repair Cracks 7.1.3 Rig test 7.1.4 Replace Outer Assembly 7.1.5 Replace Inner Assembly 7.1.6 Replace Dome, then Rig test 7.1.7 Disassemble Complete. 7.1.8 Clean Combustor Housing, and tap threads 7.1.9 Sermetel Coat Combustor Housing 7.1.10 Combustor Liner: 7. 1.11 Assemble Combustor Liner into Combustor Housing 7.1.12 Replace with new or reconditioned combustor liner if reworked liner did not meet Solar (OEM) specification 8.1 Gas Fuel System 8. 1.1 Clean and Inspect Injectors, and Manifold 8.1.2 Air Flow check Injectors 8.1.3 Leak check Manifold 8.1.4 Minimum workscope injector 8.1.5 Replace up to half number of injectors 8.1.6 Alkaline high frequency ultrasonic cleaning process 8.1.7 FIow testing for spray angle, spray quality, and flow pattern. 8.1.8 Maximum workscope injector 8.1.9 Replace all injectors with new or reconditioned injectors if repaired injectors did not meet Solar (OEM) requirements 9.1 First Stage Nozzle & Case Assembly 9. 1.1 Complete Disassembly 9.1.2 Dimensional inspect Nozzle Case & Die check as necessary 9.1.3 Clean and Fluorescent Penetrate Inspect Nozzle segments 9.1.4 Air Flow test Nozzle segments 9.1.5 Assemble & Test Air Flow 9.1.6 Repair or Replace all Nozzle segments 9.1.7 Replace Cooling Shroud 9.1.8 Repair Nozzle Case 9.1.9 Replace Sliding Ring 10.1 First Diaphragm Sub - Assembly 10. L.1 Disassemble to Remove: Pre - Swirler & Piston Rings 10. 1.2 Dimensional Inspection: Diaphragm and Honey Comb Seals 10.1.3 Clean Completely 10,1.4 Visual Inspection all Hardware: Die check as required 10. 1.5 Remove and Replace Stage No.1 Diaphragm Honey Comb Seal 10. 1.6 Assemble with new cover and piston ring 10.1.7 Replace Pre - Swirler 10.1.8 Replace with new or reconditioned 1st stage diaphragm if reworked assembly did not meet Solar (OEM) specification Page 8 of 22 Proprietary Information Exhibit B Turbine Overhaul SolarTurbines A Caterpillar Company I7WWrI 99II1Y111 11.1 Second Stage Nozzle Assembly 11.1.1 Complete Disassembly 11. 1.2 Dimensional inspect diaphragm seals 11. 1.3 Repair and Replace Honey Comb Seal in diaphragm 1.1.1.4 Clean and Fluorescent Penetrate Inspect Nozzle segments 11. 1.5 Air Flow test Nozzle segments 11. 1.6 Assemble Nozzle to diaphragm 7.11.7 Repair all Nozzle segments. 11.1.8 Air Flow test Nozzle segments 11. 1.9 Replace all Nozzle segments with new or reconditioned parts 11.1.10 Replace with new or reconditioned 2nd stage nozzle assembly if reworked assembly did not meet Solar (OEM) specification 12.1 Gas Producer First Stage Turbine Disc Assembly 12. 1.1 Dimensional Inspection: Blade tip diameter, Rim Seals, Inter -stage Seal 12.1.2 Time Code Disc 12.1.3 Disassembly Complete: Remove Blades, Dampers, Rim Seals 12.1.4 Clean Blades, Disc, Dampers, and Bolts 12.1.5 Fluorescent Penetrate Inspect all Blades, Disc, Dampers, and Bolts 12.1.6 Air Flow Test Blades 12.1.7 Reassemble turbine disc assembly 12.1.8 Tip Repair Blades for wear: Strip Coating - Weld - Recoat 12.1.9 Air Flow Test Blades 12. 1.10 Assemble and Grind Tip diameter 12. 1.11 Tig Restore Forward and Aft Rim Seal for wear 12.1.12 Assemble and Grind Rim Seals 12.1.13 Replace Inter -stage turbine Lab Seal. 12.1.14 Replace with new or reconditioned blades 12.1.15 Replace with new or reconditioned disc 13.1 Gas Producer --Second Stage Turbine Disc Assembly 13. 1.1 Dimensional Check Blades tip diameter, Lab Seal Diameter and Time Code Disc 13.1.2 Remove Blades and Dampers 13.1.3 Clean Blades, Disc, Dampers and Tie Bolts 13.1.4 Fluorescent Penetrate Inspect all parts 13.1.5 Silver Plate Bolts 13.1.6 Reload Blades, and Dampers 13.1.7 Restore Blade Tip Diameter 13.1.8 Assemble & Grind Tip Diameter 13.1.9 Remove & Replace Interstage turbine Lab Seal 13.1.10 Replace with new or reconditioned blades 13. 1.11 Replace with new or reconditioned disc Page 9 of 22 Proprietary Information Exhibit B Turbine Overhaul Solar Turbines A Caterpillar Company RFP No. 11 -0026 14.1 Third Stage Nozzle Assembly 14. 1.1 Disassemble Completely I4.1.2 Clean and Dimensional inspect diaphragm seals 14.1.3 Clean and Fluorescent Penetrate Inspect Nozzle segments 14.1.4 Adjust Nozzle throat area 14.1.5 Assemble Nozzle to diaphragm 14.1.6 Repair and Replace Honey Comb Seal in diaphragm 14.1.7 Repair all Nozzle segments 14.1.8 If necessary Replace up to half Nozzle segments I4.1.9 Assemble Nozzle to diaphragm 14.1.10 Replace all Nozzle segments with new or reconditioned blades 14.1.11- Replace with new or reconditioned diaphragm 14.1.12 Assemble Nozzle to diaphragm 2.0 Repair process 2.0.1 Repair or parts replacement based on the inspection by Solar to our specifications and our recommendations. 2.0.2 Parts modification or replacement for turbine upgrades in accordance with Solar specifications and Solar recommendations. 2.0.3 Reassembly of the components and modules to Solar specifications. 2.0.4 Reassembly and adjustments of compressor and turbine rotors to Solar specifications. 2.0.5 Protective coating according to Solar specifications and Solar recommendations. 2.0.6 Balancing of each rotor to Solar specifications. 2.0.7 Reassembly of the modules into a complete unit to Solar specifications. Reduction Gearbox (RGB) Receive gearbox and follow Solar (OEM) standard procedure for receiving. Gearbox is moved to the disassembly area and disassembled per agreed schedule. Solar Technical Support Engineering prepares disposition and disposition photos for the gearbox condition report. Discard's all obvious scrap and moves the gearbox to gearbox core inventory area Solar Planner creates the production order to have the parts placed into work and cleaning. All detail parts are cleaned per the Solar (OEM) Planning and move to the detailed parts control inspection area. Detailed parts control personal inspect all parts per Solar (OEM) overhaul inspection standard and attach required documents for non destructive testing, modifications, rework and paint on all required parts. Page 10 of 22 Proprietary Information Exhibit B Turbine Overhaul Solar Turbines A Caterpillar Company Non- destructive testing, dimensional and Rework requirements 3 each matched set of compound gears 2"d stage ring gear 2'd stage hub gear Intermediate accessory drive gear Drive gear Intermediate shaft Inner and outer clutch shaft RFP No. 11 -0026 Dimensional & Rework requirements, Clean, Flush, Rework, Paint, Bore Restoration. Gearbox end bell housing Gearbox main housing Gearbox carrier housing Gearbox output shaft Rework area performs all necessary and or required rework to detail parts as directed by overhaul Solar (OEM) specification. Solar parts planners draw material from Solar inventory per the Bill of material and have delivered to the appropriate build area for assembly. Build technician assembles the gearbox by using the bill of material and fallowing the Solar engineering information assembly instruction. Solar (OEM) certified test technicians installs the Reduction Gear Box and test it per the current Solar (OEM) engineering test specification. Solar (OEM) certified test technicians review the test report, if all perimeters are accepted and verified by the Solar (OEM) Test Engineer, and the Solar (OEM) Product Engineer the gearbox is released for preparation for shipment. Solar (OEM) Logistics / Preparation personal use sealed vacuum bags and wooded shipping boxes. Preparation activity provided is provided by Solar(OEM) Project Manager and shipped. Page 11 of 22 Proprietary Information Exhibit B Turbine Overhaul Solar Turbines A Caterpillar Company RFP No. 11 -0026 Inclusions: Solar's scope of supply at site Engine and reduction gearbox removal and re installation and re- commissioning by Solar's Field Service is included. This includes all other labor, transportation, tools, equipment, supplies and incidentals necessary to remove and reinstall engine into turbine assembly package. Engine will be overhauled at Solar Turbines Incorporated (OEM) facility in DeSoto, Texas 3. Teel hts.and Conditions • 3068a Rev 05/2011 -SVoLlurbines Incorporated for Sale. of Overhaul Products - d bed NOTE: Any specific issue11bat4hTCIty of Fort Work n-ftels, and Conditions c ded or deleted by legal review and Solar ar rty of Fort Worth before project proceeding. Project Price: $788,800 USD Price is applicable for 90 days Payment Terms • 15% down payment with financial commitment • 85% upon delivery per applicable delivery Page 12 of 22 Proprietary Information and Conditions in the Solar Terms •oduct approval by Exhibit B Turbine Overhaul S_olarTurbines AWCaterpillar Company .,.��.....0 RFP No. 11-0026 Solar Tur ines Incorporated: Form 3068a Rev 05/2011 General Te s and Conditions for Sale of Overhaul Products 1.OFFER AN DEFINITIONS. Solar Turbines Incorporated (herein "Seller" is based in San Di o, California with subsidiary and affiliated company offic s located througho the world. These Terms and Conditions are issued i connection with a itten Offer such as a sales proposal, (hereafter "O er ") by Seller to supply cert ' goods and services to Buyer. Unless otherwi e specifically stated in t Offer, these Terms and Conditions establi the rights, obligations and remedie of Seller and Buyer that apply to the O r and any resulting Order (as defin in Article 2 below). "Overhaul" means major i spection /overhaul work at Seller' facility where Buyer's assembly is disasse bled to component level and omponents are inspected to Seller's standard Components are repaire or replaced as necessary to meet original equi ment specifications a performance for the particular assembly model. Upgr a modifications ar incorporated to bring the assembly as close to new products n standards as ossible for that particular model. Engines are tested to meet Her's speci ' ations. The unit resulting from an Overhaul is referred to as an "Ove auled sembly." "Products" means the Overhauled As embl , parts, assemblies, components and materials provided by 1 r in fulfilling the Order. 2. ACCEPTANCE, ORDER AND ENTI E GREEMENT. 2.1 Acceptance and Order. The iss nce o purchase order against the Offer, shall constitute an acceptance of Offer an of a counteroffer, and together with these Terms and Conditions all create a ontract of sale (herein "Order "). Provisions contained in the pur ase order docu ents against the Offer that materially modify, add to, or ange the provisions f the Offer shall not be a part of the Order unless expres agreed by Seller in Se er's written acknowledgement. 2.2 Modifications /C nges. Requests by Buyer for any odifications or changes to the Ord , including, without limitation, change in specifications, quantities, delive obligations and terms of payment, must made in writing. All such reques are subject to Seller's written acceptance a may result in adjustments t price and /or delivery schedules. 2.3 Entfr Agreement. The Order shall constitute the entire agree ent between the pa, s defining the scope and the manner in which the Order wi be perfor ed, and all prior written and oral agreements and undertaking regarding the roducts and the Overhaul are superseded by the Order. Neither yer nor S er shall be deemed to have made any representations or warranties, express or implied, regarding the Products or the Overhaul except as specifically set forth in the Order. Page 13 of 22 Proprietary Information Exhibit B Turbine Overhaul Solar Turbines A Caterpillar Company RFP No. 11 -0026 3. PRICES AND PAYMENTS. 3.1 Pri s. Unless otherwise stated in the Offer, all prices are stated in U.S. dollars a are valid for a period of sixty (60) days from the date of th Offer. Prices do t include sales, use or excise taxes, import or export dut' s, special financing fe , value added taxes, income or royalty taxes, consul fees, special permits or lice ses or similar charges (collectively, "taxes "). Buye shall either pay any and all uch taxes and charges or Bu/ha all provide Iler with acceptable exem tion certificates. If Buyer failovide suc certificates at least sixty (60) day prior to the scheduled reaship dat , Seller shall provide Buyer proof at such taxes were paid, it shall a Buyer's duty to recover such taxes. S ler shall be responsible ow corporate income taxes and taxes related o its employees' work nd All prices are based on delivery in accordanc with the delivery terci ' d in the Offer, and do not include any charges for se ices such as pres packaging, insurance., brokerage fees, marine suer , load out and tin, site installation, or equipment start-up, unless su delivery term es for such services under the applicable Incoterm, or as o erwise agree riting by Seller. 3.2 Invoicing /Payment. Seller wil u payment schedule stated in the Offe delivery, in accordance with the applit the services. Unless otherwise specifi agreed by Seller in writing: (i) Seller n shipped individually when such Pro all payments shall be made in US c shall be made by commer transfer prior to shipment. review and approval. In th Seller, all payments shall invoice (provided, howeve grant or cancel Buyer's o paid when due shall be u onehalf percent (1.5 %) of th delinquent amo permitted by law, ichever is less, p such amount re ins unpaid. Any col For Orders whi exceed such credit Buyer will pr ide Seller an irrevocabl on a bank ceptable to Seller. Buyer's f ' re to pay invoices when d with an ceptable letter of credit upo bmit or if m oice(s) to Buyer according to the of set forth therein, then upon delivery term, or upon completion of stated in the Offer or expressly alit invoice for Products that are separately priced in the Order; (ii) i) at Seller's option, all payments ble to Seller or made by wire ubject to Seller's credit payment is approved by from the date of Seller's e and in its sole discretion ). Any invoice amount not arg equal to one and cial le r of credit a cepta Ope account terms re s e e nt that open acco nt be ue net thirty (30) da that Seller may at any ti en account payment terms bject to a late payment ch unt per month or the \count mount rorated on a daily ba day that lection costs are to tof Buyer. line or where credit ie, e letter of c redit negght, drawn ue, or Buyer's failure Seller n request shall be deeme to e a material defaul y Buyer, and Seller may elect to: (i) discontinue performance of the Ord e , and /or (ii) terminate the Order, in which case cancellation fees determined in accordance with Article 10 shall be due to Seller, and /or (iii) pursue any other remedy available to Seller. Page 14 of 22 Proprietary Information Exhibit B Turbine Overhaul Solar Turbines A Caterpillar Company RFP No. 11 -0026 3.3 Security Interest. Buyer grants Seller a security interest in all Products d se ced goods identified to or delivered under the Order until payment of e total rder price is received. Buyer shall, at the request of Seller, execu and deliver Seller any instruments (including Uniform Commercial Code inancing Stateme s) that Seller may deem necessary to protect its security i erest in the Products. 3.4 Core Retu s. Buyer shall within sixty (60) days return all re components to Seller per Se ii 'e Return Guidelines. Upon Seller's r eipt and acceptance of su components, Seller shall credit B er an amount equal to the value of su components. In the event that B yer has not been charged for the pe core component at the time f payment for the Overhaul, Buyer t n within sixty (60) days su core components per Seller's Core Rede es. Otherwise, Seller all invoice Buyer, and Buyer agrees to n re ipt, an invoice for a value of the non- returned core. The amouny Buye to Seller for an non - returned core shall be the Seller's sole rem the Buy 's sole liabi ' with respect to the core. 4. TITLE AND R ISK OF LOSS. Selle ar nts that title to all Products hereunder, and its transfer of ownershi rightful and free from any security interest, lien or encumbrance of third p i s. Unless otherwise expressly agreed in writing by Seller, title and risk of to to th Products (or, in the case of partial or split shipments, the applicable P ducts) s 11 pass to the Buyer when such Products are delivered in accord ce with the a licable delivery term, subject to any security interest retained y Seller. Any cla s against Seller for damages or shortages must be filed wit Seller within thirty (3 days after receipt of Products and must be acco panied by Seller's shit i documentation and full particulars of any such cl ' Partial shipments of mino omponents and /or split shipments of multiple u ' s are allowed. Freight or shippin obligations that are inconsistent with the d ivery term specified in the offer shal ave no bearing on the passage of title risk of loss. Unless otherwise ted in the Order, Buyer is responsible for d 'very of the Products an uyer's equipment/assemblies upon which servi s will be performed, to Her's facilities as well as for the collection and ship nt therefrom. S er will perform the Order as contracted for and notify th uyer or Buyer's ag t when ready for shipment. All parts or items removed and laced by Seller uring Overhaul shall become the property of Seller unless othe se agreed y Seller in advance in writing. Buye ill notify Seller at time of Order placement if transportation will be via r, surface or sea. Seller's packing for shipping purposes will be appropriate fo the type of transportation to be utilized. Page 15 of 22 Proprietary Information Exhibit B Turbine Overhaul Solar Turbines A Caterpillar Company RFP No. 11 -0026 5. REGULATORY COMPLIANCE /APPLICATION RESTRICTIONS. Buyer shall co ly with all applicable laws and regulations related to the purchase of the Pro cts and services under the Order including but not limited to, safety a enviro ental regulations, technical standards, and all applicable U.S. la and regulati s pertaining to any exportation of the Products (e.g., the Unite States Export A inistration Act and the rules and regulations issued thereu er). Further, Bu r shall not use or operate the Products in a manner oth than that intended in S ler's offering without Seller's prior written consent. T Products shall not be ex rted, re- exported or transshipped contrary to Un' d States law. When Buyer is t exporter of record, it is Buyer's responsibility o acquire any required export lie se, to submit any required export declara ' n, and to provide any documentation quired in connection with the export of a Products from the United States. Sel r will assist in the supply of inform on required in the application process. Se r shall have no responsibility to eview and confirm Buyer's compliance with y applicable laws and regul ions relating to exports from the United States, an hall not be liable for an elays in delivery or suspensions in performance sulting directly or in ' ectly from the inability, due to causes beyond Seller's reas able control, to tain on a timely basis any necessary or applicable govern nt authorizati s (e.g., export licenses). Buyer warrants that the Products are our ased for i stallation and use at the location identified in the Order and will be shi Page 2 of 3 Form 3068a Rev 05/2011 Seller to release the Products only to a agent for shipment to the location state at location. Buyer shall instruct er, customs broker or forwarding he Order. 6. WARRANTY 6.1 Warranty. Seller warrants the roducts t\byeller om defects in workmanship and materials ren red or used in the performance of the Or der. These warranties are s ject to Article hall apply only to claims made during the applicable arranty period aed in accordance with Article 6.2. 6.2 Period of Warrant/. The warranty period shall be twe`f�ye (12) months from the date of delivery irjAaccordance applicable delivery term. 6.3 T/conditi Wa nty. The foregoing warranty coverage sha a subject to the followiti ns, qualifications, remedies and exclusions: (i) a arran ty claim subm cordance with Seller's warranty claim procedures; (i he Prodstored, installed, operated, used and maintained in acc dance with ineering practices and any applicable industry standards, and Sellemended practices, procedures and specifications (includingwithoion, the applicable operation and maintenance manual(s) for the unit(s y applicable fuel, air, water, packaging or preservation specifications or recommendations communicated or otherwise made available to Buyer in writing); (iii) any failed Products are promptly returned to Seller's Page 16 of 22 Proprietary Information Exhibit B Turbine Overhaul Solar Turbines A Caterpillar Company RFP No. 11 -0026 re air center in accordance with Seller's standard claim instructions, tra portation charges prepaid; (iv) Seller's examination of any failed Prod is confi s the existence of a warranted defect; and (v) any claim under thi warran is made within thirty (30) days of discovery of the confirmed d ective parts and, in any event, before the expiration of the applicable warra period. 6.4 Seller's lRbligations. Seller's obligations under this warranty re limited to repair or repla ement of the confirmed defective part(s), as Sell r elects, free of charge at Seller place of business or repair center; and exc ding freight and site labor costs to emove, repair or replace such part(s). A replacement parts and repaired parts a warranted through, but not beyon , the original warranty period; a. The above warranty all not apply to or include: (' normal maintenance services or djustments; (ii) the remo I or reinstallation of warranted Products or the costs associated there ith; (iii) any Products that have been repaired or altere other than by S er, in any way so as to adversely affect their operation r reliability i eller's judgment; or (iv) the effects of corrosion, erosion, de dation, ar and tear, or failure occasioned by operation, condition of service ores ere than specified in the Order or otherwise not in accordance with Se er' written recommendations; and b. Construction works, fabrications, or off - package accessories, ancillary equipment, and driven eq ' m t not of Seller's manufacture are warranted only to the extent of th origina anufacturer's or supplier's warranty, copies of which shall be made ailable up request. 6.5 Additional Qualificati s and Limitation to Warranty. a. Seller warrants that th roducts and any Se es will conform only to those national, federal, ate or local laws, ordinan s, regulations, codes and standards, as specifi ily stated in the Offer or agree to in writing by Seller. b. THE ABOVE W RANTIES ARE IN LIEU OF ALL ARRANT[ES, EXPRESS OR I LIED, INCLUDING, WITHOUT LIMI TION, WARRANTIES OF MERCHAN ABILITY AND FITNESS FOR A PARTIC \en RPOSE, all other represe ations to the original Buyer, and all other o or liabilities, including Ii ility for incidental or consequential damagesn is authorize to give any other warranties or to assume any ility on Seller's ehalf unless agreed to in writing by Seller. c. Se is sole liability and responsibility, and Buyer's soll ive re dy, with respect to any and all warranties shall be lime r pective r edies set forth above. All such remedies will be subjemita ns of rticle 17 below. Page 17 of 22 Proprietary Information Exhibit B Turbine Overhaul Solar Turbines A Caterpillar Company RFP No. 11 -0026 7. EXCUSABLE DELAY. Seller shall not be liable for any delay in performance, any nperformance, or any other deviation in performance of Seller's obliga ' ns, nor for any loss or damage to the Products supplied hereunder when o asioned directly or indirectly by any cause or causes beyond th reasonab control of Seller or its subcontractors or suppliers, including ut not limited to, is of God; acts of criminals or public enemy; war; riot; off' ial or unofficial act orders\agency regulations or restrictions of any foreign or d estic government thereof; acts of Buyer or its employees or r resentatives; strikes or labies involving employees of Seller or any o er party; failure, shortay in Seller's usual sources of labor or terial supply. Seller shall hsonable extension of the time for perf mance when delayed by aause. 8. SUSPENSION OR DELAY. 8.1 Buyer's request fora spension of any Order or /-r a delay in shipment/delivery or perfor ance must be provide writing to Seller, and is not effective until acknowled d in writing by Sell Notwithstanding the foregoing, Buyer actions or in tions that effecti ly prevent Seller's progress (including nonpayment) shall be eemed a Bu er delay. A Buyer delay may result in adjustments to prices, p ments, d very.terms, and delivery schedules. The time required for subsequent c mpleti n of the Order may exceed the number of days of delay due to Selle 's eduling constraints. If the cumulative duration of any and all Buyer delays a beds sixty (60) days, then the Order shall be deemed terminated by the Buyer, n Seller shall be entitled to cancellation charges as set forth in Article 10. 8.2 If: (i) a Buyer delay occurs six (60) or wer days prior to the scheduled readiness to ship date; (ii) a Bu r delay occ rs at a point where Overhaul has proceeded to the point that S er determines at it cannot reasonably reschedule completion, or (i" Seller reasonably etermines that the Products will be ready for delivery in ac rdance with the appli ble delivery term /location but Buyer will be unable or willing to take possessio (e.g., when. a job site is not ready for delivery due no fault of Seller); then the rder shall be completed and the provisions in .2.a and 8.2.b shall apply. a. Buyer shall hav he right to designate an alternative elivery location. If Buyer fails to i ntify an alternative delivery location wit in fourteen (14) days after the notice f readiness to ship, then Seller shall be en ' led to deliver the Products to a torage facility designated by Seller. Upon Sel is notice to Buyer thereof, the elivery location (and the delivery term, if applicab ) will be modified accordin , and the Order price will be adjusted to the extent n essary to account or any difference in applicable freight or other charges re ulting from the m ified delivery location /term. b. U on delivery of the Products in accordance with the modified deli ry location /term: (i) title and risk of loss to the Products shall transfer to Buyer; (ii) Buyer shall be solely responsible for arranging and paying for storing the Products, subsequent loading, unloading, transportation and insuring the Page 18 of 22 Proprietary Information Exhibit B Turbine Overhaul Solar Turbines A Caterpillar. Company RFP No. 11 -0026 Products directly with the third parties providing such services; and (iii) the payment milestones shall be automatically modified to allow Seller to invoice Bu r for any remaining portion of the Order price, which shall be due and Pavabie in accordance with the invoice. 9. ON -S E ACTIVITY. In the event the Order calls for any Services performe n -site, the following conditions shall apply in addition to conditions Atecified in Seller's Customer Services Rate Sheet: / 9.1 Buyer Assi tance. Buyer shall provide /possibland ssistance a eller may reasonably requi to facilitate timely complf the Order f Seller is unable to perform through \terform lt of its own or as a lt of Buyer' failure to cooperate or provitance, Seller shalcused om performance. In such event, Seller its option, termina Orde in accordance with Article 10, or contierform to the extesibl and shall be entitled to an equitable adjusthe Order price asc edule. Buyer assistance shall be free of ch clude but shall imited to, the following: a. Provide reasonuri and protectioII persons, property and equipment emor u d by Seller iperformance of the Order. b. Make available r the u e of any re utilities, including electrical power, transport and wa r. c. Assist Seller in obtaining access power lines, pipelines, canals, and th Order. d. Provide Seller with fuels and lubn quality to meet the requirements of < railways, pumping stations, necessary in the performance of the n sufficient quantity and ase of the Order. e. Assist Seller in obtaining any rmits, lice se s, or authorizations necessary to complete the Ord and be resp sible for obtaining all environmental permits includi without limitati , air permits, permits to construct and /or operate an those relating to Ian use. f. Provide Seller with safe ccess to the Products a \i�n be necessary to perform services in a ordance with the Order. g. In the event Seller's gents, subcontractors, ems or other representatives have o perform work outside the Utates, provide assistance to facilit a their entry, movement within i rom any country where performan is rendered, including assisting r i obtaining necessary residence and rk permits and be responsible for pay t of its applicable income taxes r other employee fees or taxes. h. In the ev t Seller's agents, subcontractors, ems or oth represent Ives have to perform any portion of the at a remo site or in offshore aters in the United States, provide the fo in accord ce with accept d international industry standards and norm at no cost to eller: (i) all tr sportation for such persons from an agreed g point to and rom the site, (ii) all messing, housing, sanitation facilities, and emergency medical care; and (iii) all transportation and necessary special handling equipment to move Seller's Products, tools, and equipment from an agreed staging point to and from Page 19 of 22 Proprietary Information Exhibit B Turbine Overhaul Solar Turbines A Caterpillar Company the site. RFP No. 11 -0026 9.2 Differing Site Conditions. If Seller, in the course of performing the Order disc vers (i) subsurface or latent physical conditions at the site differing mate ' Ily from those indicated in the Order, or (ii) unknown physical conditions at the s' e, of any unusual nature, differing materially from those ordin ily encounte d in the work of the character provided for in the Order, t n Seller Page 3 of Form 3068a Rev 05/2011 shall inform yer and Buyer shall promptly investigate the condi ions. If the conditions do \coditions, and cause an increase in Seller's cost of r time for performance rt of the work under the Order, whether r not changed as a result of suc an equitable adjustment in the O er price and /or schedule shale and the Order shall be modified a ordingly. 10. TERMINATION OR_ ANCELLATION. An Order me! be canceled by Buyer at any time without char to the start of work . ders canceled after the beginning of work shall be \Im� o cancellation c rges based on Seller's determination of the value , materials a d associated expenses incurred in performance of r plus the pr a for any s pecially procured or fabricated items not typicald by Seller/Products actually installed in Buyer's equipment and/or Products third parties shall be charged to BuyE Payment of cancellation charges is d r ble to Seller's inventory for sale to bunt at the applicable Order price. thirty (30) days from date of invoice. 11. PATENT INFRINGEMENT. Seller ill fend, indemnify and hold Buyer harmless from any claim that the Pr ucts in Inge upon a third parry's rights in a registered United States patent or ademark, ovided (i) Buyer promptly notifies Seller in writing of any such clai , (ii) Buyer giv Seller the sole right to defend, settle and control the defense the suit or procee ing, (iii) Buyer provides all necessary information and a istance for such defe a or settlement, and (iv) Buyer takes no position tha s material and adverse t Seller's defense of such claim. In the event Seller i obligated to defend such su or proceeding, Seller will /ne sts and dama es finally awarded or agreed up by Seller that are direclated thereto eller may, at Seller's own discretio and expense: (i) procr Buyer th right to continue using the Products, (ii) eplace the Prodwith non-' fringing Products, or (iii) modify the Produc to make them non - ing. S er will have no liability or obligation to defend i he claim, suit or prding i ased on or arises out of a configuration, modifica ' nor chan the roducts that is made, specified or requested by Buye The foregin emnity constitutes Seller's sole responsibility for infringem nt claim ithstanding the above, Buyer agrees to defend, indemnify a hold Selleless from any claim of infringement for Products designed or manred to Buyer's specifications if such design, manufacture or specon constitutes the basis for such actual or alleged infringement claim. 12. RIGHTS TO DRAWINGS AND DATA. All engineering designs, data, and Page 20 of 22 Proprietary Information Exhibit B Turbine Overhaul Solar Turbines A Caterpillar Company RFP No. 11 -0026 specifications ( "Technical Information ") delivered to Buyer are confidential or proprietary and shall: (i) only be used by Buyer for Products sold as part of this Orde nd, (ii) not be disclosed or reused without Seller's prior written cons nt. Seller ants Buyer a royalty free, non - exclusive license to use the Techn' al Informati n for Buyer's internal business purposes, including the right t hare such Tech ical Information with Buyer's contractors and their subcont ctors for the sole pur se of providing services to Buyer (and no other purpo ), but only if such contra ors and their subcontractors execute confidentiality greements that are accept le to Seller; provided, however, that Seller ass es no responsibility for ch use. Notwithstanding the above, Buyer d its contractors and their subcontra to shall not use any Technical Informa ' n for commercial purposes of any kin ny right granted herein shall be non ransferable except that Buyer may transte such right to any successor own or operator of the Products sold by Seller i this Order upon written appro al from Seller. 13. ASSIGNMENT. Sellers Il have the right to as ' n any rights or obligations under the Order to any of its a iliated or subsidia companies. Any assignment of Buyer's rights or obligations der the Order all be null and void unless Seller consents in writing. 14. INDEPENDENT CONTRACTOR. At all Imes while performing the Order, Seller shall be deemed to be an INDE ENT CONTRACTOR and not an employee or agent of Buyer. Buyer's a loyees, agents, or subcontractors assigned to assist Seller may receive m rary instructions or technical directions or the like from Seller, bu hall a II times be considered the employees, agents, or subcontrac rs of Buy and not of Seller. 15. TESTS /INSPECTIONS. S er's normal tests nd inspections of the Products, and any special to s expressly set forth ' the Order are open to Buyer's observation and in manner agreeable to S ler, subject to Seller's standard security proced es. Special tests and inspe ions that are outside the scope of the Order may a requested by Buyer in writ in and may be arranged, subject to Seller's rea nable discretion and scheduling c nstraints. In such cases, Seller shall d a reasonable adjustment to the Ord price which reflects the added price fo such special tests and inspections. 16. INSURANPt. Seller shall provide, pay for, and maintain in f force and effect during II periods of performance of the underlying Order, its "standard insurance" onsisting of WORKERS' COMPENSATION (at the stat\an amount), MPLOYER'S LIABILITY (in the amount of $1,000,000), COMM CIAL GENERAL LIABILITY (in the amount of $1,000,000 AL1T9MOBILE LIABILITY (in the amount of $1,000,000). 17. EIMIT OF LIABILITY. NEITHER BUYER NOR SELLER OR THEIR AFFILIATES, SUBCONTRACTORS, AGENTS AND /OR EMPLOYEES SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGES OF ANY NATURE Page 21 of 22 Proprietary Information Exhibit B Turbine Overhaul Solar Turbines A Caterpillar Company RFP No. 11 -0026 EX EPT ANY PROFIT OF SELLER UNDER THE ORDER (INCLUDING, BUT NO IMITED TO, LOSS OF USE, LOSS OF PROFIT, LOSSES RESU TING FRO R RELATED TO DOWNTIME OF THE PRODUCTS OR THE OST OF REPLA MENT POWER OR COMPRESSION), HOWSOEVER CA ED, AND WHETHE BASED ON WARRANTY, CONTRACT, TORT (INCLU ING NEGLIGEN ), STRICT LIABILITY OR /HERHE OTHER THEORY THE LAW. The total liabil of Seller, its affiliates, suractors, agents a d employees arising out of th erformance or nonperfnce of the Orde or any of its obligations (includ ,without limitation, otions in conn ion with the design, manufacture, sale, delivery, storarection or u of the Products and /or the rendition of verhaul services nection t rewith), whether based on warranty, cont ct, tort, (includigligence , strict liability or any other theory of the law sha not exceed in grere to a sum equal to one times the Order price of the 'screte unit ied i he applicable claim. Buyer shall not institute any suit or a ' on regarde rder against Seller or any of Seller's subsidiaries, agents ore ployee filed within one (1) year of the event giving rise to the claim. The ' itatioIiability set forth in this Article 17 shall prevail over any conflicting or i onst provisions contained in any documents comprising the Order. 18. DISPUTES /APPLICABLE LAW. ye and Seller shall use their best efforts to resolve any dispute or claim that ay aris under the Order in an amicable manner. Except for Seller's claims fir non -pay ent by Buyer hereunder, in the event either party believes the o er party is in b ach of or is noncompliant with any of the provisions of the Or r, such party shal romptly notify the other in writing of such claim and the ceiving party shall to reasonable measures to remedy such breach or no ompliance within thirty (3 days after receipt of notice. If the dispute is no resolved within such time, the the party initiating the claim shall demand a eting of the parties, which meetin shall be held promptly in San Dieg , California, unless the parties otherwi agree. Persons attending such mee . g shall have decision- making authority r arding the dispute to attempt n good faith, to negotiate a resolution of the ' pute. The parties agree. to articipate in such negotiations and, if agreeable, ediation related thereto for a period of thirty (30) days. If the parties are not s ccessful in resolving the ispute through the negotiations, or mediation, if used, th the parties ma seek an adjudicated resolution through the appropriate cou . Should any pr( ion of the Order be declared invalid, such declaration shall not invalid a or void the remaining provisions of the Order. The Order, having a reas able relationship to the State of California, shall be governed by the law of t e State of California, United States of America, without regard to conflict of law principles. Page 22 of 22 Proprietary Information Exhibit B Turbine Overhaul COA'TRACT FOR TURBINE OVERHAUL CRRO12712EXECUTION COPY EXHIBIT C Sample Confidentiality Agreement 18 NONDISCLOSURE AGREEMENT This Non - Disclosure Agreement ( "Agreement ") governs the protection and preservation of the confidential information disclosed or made available under this Agreement. <##CompanyName## >, created under the laws of <##StateOflncorporadon##> ( "Company "), agrees that Solar Turbines Incorporated, a wholly owned subsidiary of Caterpillar Inc., and Caterpillar Inc. and its affiliates (herein referred to as "Solar "), may disclose information to Company that Solar considers to be confidential, and Company will handle such information in accordance with the terms and obligations herein. 1. "Confidential Information" includes all business or technical information that Solar discloses to Company, directly or indirectly, in writing, electronically, orally or visually including but not limited to: product designs, manufacturing plans, data, technical information, problem solving methods, financial information, existing or new products, samples, photos, market information, reports and studies, customer identities, business plans or strategies, trade secrets, know -how, hardware, and software. Confidential Information does not include that, which through written documentation can be shown: (a) was already in the possession of Company without restriction on its use or disclosure, -Prio its receipt from Solar; (b) is or becomes available to the general public through no act or fault o,f�5 ah; (c) is rightfully disclosed to Company by a third party without restriction on its use or d' ku°°) dependently created by an �a. employee of Company or an independent third party f e S, e o.;e� third party does not use or have access to Confidential Information M is 0isclos a 11ti'1 'avalid court order or other government order; provided that, Cam an• All) pri' to dis h notify Solar and give Solar an opportunity to object to s a le z; .. i., `fgzm the�requti -the nature of such Confidential Information and seek ,�`�fdeal .cFa —'� ch idea ormation by the requesting body; and (iii) disclose only such OIlfd at-MU on a .y s"� required by such order. ' 2. Company will: a ' p y O � � �,� �1 Information to conduct business with or on behalf of Solar; (b) limit access to Confident' i ;; o tron to its employees who have a need to know it and who have agreed to abide by the provis' s this Agreement; (c) only disclose Confidential Information to a third party if necessary to conduct business for or on behalf of Solar, and then only if Company has a non - disclosure agreement with such third party at least as protective as this Agreement and Solar has agreed in writing to such disclosure; (d) take all necessary steps to protect any Confidential Information with at least the same degree of care that it uses to protect its own confidential information of like kind, but in no event less than reasonable care; and (e) comply with all applicable export regulations. 3. Company will not disclose any of its confidential information to Solar unless a Solar authorized representative first agrees in a signed writing specifically referencing this Agreement. 4. Company will not copy, reverse engineer nor alter Confidential Information; except that Company may make limited copies as may be internally required to carry out its obligations to Solar, and in such case Company shall monitor, track and destroy such copies when they are no longer needed. 5. If Company, its employees, agents, or subcontractors improves, modifies or makes derivative works ( "Improvements ") of any Confidential Information, then Company will promptly notify Solar, and Solar may use such Improvements without restriction. 6. Any unauthorized disclosure of Confidential Information or other violation of the provisions associated with protection of Confidential Information shall be deemed a material breach of this Agreement. Monetary damages for any such breach may be inadequate and Solar shall be entitled to seek appropriate equitable relief (including without limitation, injunctive relief or specific performance) for any breach of such provisions. Such equitable relief shall not, however, be deemed to be the exclusive' remedy or to be in derogation of any rights and remedies which may be available under this Agreement or under statutory or Exhibit C Turbine Overhaul common law, and all such rights and remedies shall be cumulative and may be exercised separately or concurrently. 7. This Agreement may be terminated with thirty (30) days prior written notice to the other party. Notwithstanding the foregoing, all of the rights and obligations of nondisclosure, non -use and confidentiality under this Agreement shall survive any termination of this Agreement and shall be binding on the parties, their successors and assigns. Within thirty (30) days of termination of this Agreement, or upon Solar's request, Company shall return or destroy all Confidential Information and any copies thereof including all such Confidential Information provided to third parties, and shall provide Solar with a written statement certifying that the foregoing has been accomplished. 8. This Agreement may be modified only by a writing which specifically references this Agreement and is signed by both parties. This Agreement is not assignable or transferable without Solar's prior written consent. 9. If any provision of this Agreement is held unenforceable or in conflict with the law of the jurisdiction, such provision shall be severable, so that such holding will not affect the validity of the remaining provisions. The law of the State of California will govern this Agreement without regard to principles of conflicts of law. 10. This Agreement represents the entire understanding with respect to nondisclosure, and takes precedence over any conflicting terms in prior agreements, representations, negotiations or undertakings, whether oral or written, between the parties; notwithstanding the preceding clause, where the parties have entered into another agreement with specific confidentiality provisions, those provisions shall control use of the corresponding confidential information under such agreement. 11. Company represents that the person signing this Agreement on behalf of Company has been properly authorized to sign this Agreement. ACKNOWLEDGED BY: AGREED AND ACCEPTED BY: SOLAR TURBINES INCORPORATED <##CompanyName##> IC (Signature) Name: <##ManggaName##> (Type /Print) Title: <##Mana ,-erTitle##> ('Type /Print) Date:. Return Solar Turbines Incorporated to: Attention: <##ContactName##> 2200 Pacific Highway San Diego, CA 92101 U.S.A. By: (Signature) Name: (Type /Print) Title (TypelPrint) Date: Company's <##CompanyAddress##> Address: Exhibit C Turbine Overhaul City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 12/13/2011 DATE: Tuesday, December 13, 2011 LOG NAME: 60TURBINE REBUILD REFERENCE NO.: "'C -25356 SUBJECT: Authorize Execution of a Contract in the Amount of $788,000.00 with Solar Turbines, Inc., for the Rebuild of Turbine Engine No. 2 at Village Creek Water Reclamation Facility (COUNCIL DISTRICT 5) RECOMMENDATION: It is recommended that the City Council authorize execution of a contract with Solar Turbines, Inc. in the amount of $788,000.00 for the Rebuild of Turbine Engine No. 2 at Village Creek Water Reclamation Facility. DISCUSSION: The two 5.2 Megawatt Digester Gas Fueled Turbine Engine Generators at Village Creek Water Reclamation Facility provide approximately one -half the plant's electricity. These turbine engines have been in service since 2001. Solar Turbines, the original equipment manufacturer, recommends an engine overhaul every 30,000 operating hours. One unit has approximately 37,000 operating hours and needs to be rebuilt. Plant staff developed specifications for an engine rebuild and worked with the Purchasing Department to solicit Requests for Proposals (RFP). The RFP for this Project were released on July 21, 2011. On August 11, 2011, the following bids were received: (Bidder ,Amount *Solar Turbines, Inc. 1$788,000.00 Group LIT 1$845,000.00 Time of C 60 Calendar Days Staff recommends the contract be awarded to Solar Turbines, Inc., as both a low bid and a best value for the City. The price submitted includes a rebuild of the system gear box, the unit will be rebuilt to current OEM standards, including any material and parts upgrades and the rebuild facility is located in the Metroplex. The contracts provides a 12 month warranty of the turbine and a 30 day period to cure any failure within that warranty period. The Wood Group submitted an additional cost of $60,000.00 for the gear box rebuild. Solar included the gear box rebuild in their total cost. For the same scope of work, the Wood Group bid was $845,000.00. Funds were not specifically budgeted for this Project in the Fiscal Year 2012 Adopted Budget; however, the department has identified current year savings to offset the full cost. M /WBE - An M/WBE Waiver was requested by the Department and approved by the M/WBE because Logname: 60TURBINE REBUILD Page I of 2 the opportunities for MWWBE services are negligible. The project is located in COUNCIL DISTRICT 5 and serves ALL DISTRICTS. MAPSCO 67N, P and Q. FISCAL INFORMATION / CERTIFICATION: The Financial Management Services Director certifies that upon approval of the above recommendation, funds are available in the current operating budget, as appropriated, of the Water and Sewer Fund. FUND CENTERS: TO Fund /Account/Centers FROM Fund /Account/Centers PE45 539120 0705006 $788,000.00 CERTIFICATIONS: Submitted for City Manager's Office by_ Fernando Costa (6122) Originating Department Head: S. Frank Crumb (8207) Additional Information Contact: Madelene Rafalko (8215) ATTACHMENTS 1. 60TURBINE REBUILD map.pdf (Public) 2. 60TURBINE REBUILD MWBE Waiver. pd (CFW Internal) 3. PE45- 5ZZZZZ- 0705006.doc (CFW Internal) Louname: 60TURI3INE REBUILD Page 2 of 2