Exhibit 10.20.5
AMENDMENT NUMBER FOUR TO STEAM PURCHASE CONTRACT
BETWEEN O'BRIEN ENERGY SYSTEMS, INC. AND
X. X. XXXXXX DE NEMOURS & COMPANY
(Xxxxxx Cogeneration Facility)
WHEREAS, O'Brien Energy Systems, Inc. (O'Brien") and X. X.
XxXxxx de Nemours & Company ("DuPont") entered into a Steam
Purchase Contract dated December 8, 1986, which was subsequently
modified by Amendment Number One, dated January 12, 1988, but
Amendment Number Two in the form of a Letter Agreement dated July
25, 1988, and by Amendment Number Three, dated December 12, 1988;
and
WHEREAS, the Steam Purchase Contract was assigned by O'Brien
Energy systems to O'Brien (Xxxxxx) Cogeneration Inc. on December
12, 1988, which assignment was consented to by DuPont on the same
date; and
WHEREAS, the Parties desire to ratify said Agreement, as
amended, and make certain further modifications thereto;
NOW THEREFORE, in consideration of the mutual covenants
contained herein, the sufficiency of which is acknowledged by
both Parties, the Parties do hereby agree as follows:
1. Agreement Regarding Disposal of Process Waste Water,
Storm Water, and Domestic Water from the Cogeneration Facility:
Paragraphs 3 (B) and (C) of the Third Amendment to the Steam
Purchase Agreement, are hereby replaced with the following
language:
"(B) DuPont agrees to permit O'Brien to provide a storm
water detention basin and connect into the existing plant
industrial/storm piping system, so that rain water may be
discharged from the site. Additionally, DuPont agrees to
permit O'Brien to discharge non-contact process water from
the Facility into the industrial/storm sewer piping system
subject to the following terms and conditions:
(1) O'Brien shall conduct a detailed analysis of the
existing piping system to certify that the piping
system has the capacity to handle all of the existing
flow, including storm water and non-contact process
water from the Fabricated Products portion of the
DuPont Plant, in addition to projected storm water and
non-contact process water flows from the Cogeneration
Facility. In the event that the existing piping system
is inadequate to handle all the foregoing flows,
O'Brien shall have the right, at its cost, to implement
remedial measures such as a storage tank, to ensure
adequate capacity.
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(2) The maximum non-contact process water, i.e. cooling
tower and boiler blowdown, and water treatment
regeneration, flow from O'Brien shall be 193 gpm.
(3) The water discharged into the DuPont system from the
Facility shall meet all current, proposed, and future
government regulations.
(4) O'Brien shall provide a continuous monitoring system to
measure flow and collect a sample for analysis of
constituents, in order to audit O'Brien's discharges.
DuPont shall be responsible at its costs for obtaining
operating permits, sampling and testing.
(5) O'Brien and DuPont shall share costs, prorated based on
projected respective volumes, for permitting,
maintenance, sampling and testing. This will include
an initial TV camera survey of the line and any
necessary repairs to the line.
(6) DuPont shall obtain written assurances from the New
Jersey Department of Environmental Protection that
O'Brien's flow may be discharged under DuPont's permit.
Specifically, DuPont shall obtain authorization for the
discharge of up to 193 gpm of non-contact process waste
water from O'Brien's Facility. Dupont agrees, during
the term of the Steam Purchase Agreement, to allocate
to O'Brien, 193 gpm of capacity under its permit.
The Parties further agree that, as long as the process waste
water discharged by O'Brien does not exceed the contaminant
parameters set out in Exhibit A, O'Brien's discharge falls
within the requirements of DuPont's existing permit. Should
DuPont's permit conditions change, the Parties agree to
amend Exhibit A to assure continued compliance. DuPont
shall use its best efforts to keep its discharges within
permit requirements, and will use its best efforts to make
certain that O'Brien's ability to discharge is not impaired
due to the failure of DuPont's discharge to meet applicable
standards.
(C) DuPont hereby agrees that it has adequate available
capacity to handle the discharge of the Facility's domestic
wastes into the DuPont sanitary sewer system. O'Brien shall
bear the cost of connecting to that system, and shall
provide sampling and monitoring facilities to continuously
test effluent flows. DuPont has represented to O'Brien that
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the Middlesex County Utility Authority (MCUA) has stated
that the estimated 2 GPM of additional flow will not require
any changes to DuPont's MCUA permit. DuPont agrees to
obtain a letter from MCUA to this effect. DuPont will be
responsible for any operation, maintenance and permitting
costs associated with the sanitary sewer line for the
discharge of domestic wastes."
2. Agreement Concerning Fire Protection System: The
parties agree to replace Paragraph 3 (E) of Amendment Number
Three with the following new sections 3 (E) and (F):
"(E) Dupont hereby confirms that it has available adequate
capacity to supply 2500 gpm at 90 psig of water and agrees
to permit O'Brien to connect the Facility to DuPont's
existing fire protection water supply system, in order to
provide fire protection for the Facility, subject to O'Brien
undertaking the following improvements. First, O'Brien
shall replace the existing eight inch line from DuPont's
feed point with a new line which is adequate to carry 2500
gallons per minute. Second, O'Brien will provide an
automatic flow control valve. Third, O'Brien agrees to pay
DuPont for the cost of repairing the fire water lake bottom.
This cost shall not exceed $25,000, and DuPont assumes
responsibility for an any liability associated with disposal
of dredged soil. Design and construction of the above
additions and modifications to the fire protection system
and the certification that the system has the capacity to
meet O'Brien's needs will be O'Brien's responsibility and
expense. O'Brien agrees to an annual test by DuPont in
accordance with DuPont standards, of the piping system on
the Facility site.
(F) DuPont agrees not to repair or alter its fire
protection water supply system in a manner which would
deprive O'Brien of a sufficient water supply for its fire
protection system without the consent of O'Brien. O'Brien
further agrees to indemnify DuPont in accordance with
Article 16 of this Agreement should such indemnity be
required in connection with a failure of DuPont's fire
protection water supply system to put out a fire at the
Facility. If O'Brien connects the Facility to DuPont's
fireprotection water supply system, it agrees to pay its
proportionate share of any repair costs due to a failure of
the fire protection water supply system on that portion of
the fire protection water supply system being utilized by
O'Brien, such costs to be computed on a pro-rata basis with
reference to the percentage of square footage comprising
buildings at O'Brien's Facility as compared to square
footage comprising buildings owned by DuPont at the Xxxxxx
site. O'Brien further agrees to design the Facility fire
protection system via a fire "loop" which will tie into the
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DuPont fire protection water supply system at both
connection points at the outer boundaries of the leased
premises and which will eliminate the existing DuPont fire
protection water supply system piping on the leased
premises."
3. Complete Agreement: This Fourth Amendment, combined
with the original contract, as amended, constitutes the complete
agreement between the Parties. Any further amendment shall be in
writing, and signed by both Parties.
AGREED AND ACCEPTED:
X. X. XXXXXX DE NEMOURS & COMPANY O'BRIEN (XXXXXX)
COGENERATION INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxxxx
Date: 7/26/89 Date: 7/14/89
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