FORM OF
OPERATION AND MAINTENANCE SERVICES AGREEMENT
This Operation and Maintenance Services Agreement (O&M Services
Agreement) is made and entered into this ___ day of ________________, 1997, by
and between Allegheny Development Corporation, a corporation organized, existing
and doing business under and by virtue of the laws of the Commonwealth of
Pennsylvania, with offices at ▇▇▇▇▇▇▇▇▇▇▇ Corporate Center, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ (Owner) and, Newco, a corporation
organized, existing and doing business under and by virtue of the laws of
Pennsylvania with offices at One NorthShore Center, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ (Contractor).
WITNESSETH
WHEREAS, Owner is engaged in the development and operation of energy
facilities; and
WHEREAS, Owner and Contractor desire to enter into this O&M Services
Agreement regarding the operation and maintenance of Owner's Energy Facility at
the Pittsburgh International Airport Midfield Terminal, for the mutual benefit
of both Owner and Contractor.
NOW, THEREFORE, in consideration of the mutual covenants, terms,
conditions, privileges and obligations set forth herein, and intending to be
legally bound hereby, the Owner and the Contractor agree as follows:
1 . DEFINITIONS
The definitions contained in the "Specifications for the Scope of
Responsibilities for the Provision of Operation and Maintenance Services
for the Allegheny Development Corporation Energy Facility at the Pittsburgh
International Airport," dated January 1997, attached hereto and made a part
hereof, shall have the same meaning when used in this O&M Services
Agreement.
2. WORK
Work under this O&M Services Agreement will consist of the operation and
maintenance by the Contractor of the Energy Facility as defined in the
Agreement Documents identified in Article 8 of this O&M Services Agreement,
capable of fully meeting the operation and maintenance requirements
included in the Agreement Documents.
3. AGREEMENT OF TERM
The term of this O&M Services Agreement begins on June 15, 1997, and
continues unabated through June 14, 2002, unless terminated sooner by the
Owner or extended by the Owner.
The Contractor's service term shall be divided into the following five (5)
service periods:
a. Operations year 6 - from June 15, 1997 through June 14, 1998.
b. Operations year 7 - from June 15, 1998 through June 14, 1999.
c. Operations year 8 - from June 15, 1999 through June 14, 2000.
d. Operations year 9 - from June 15, 2000 through June 14, 2001.
e. Operations year 10 - from June 15, 2001 through June 14, 2002.
4. AGREEMENT PRICE AND TERMS OF PAYMENT
a. Owner shall pay Contractor for services provided hereunder the
following amounts during the following operations years:
Operations year 6 $849,500
Operations year 7 $874,500
Operations year 8 $899,500
Operations year 9 $926,500
Operations year 10 $954,500
b. The above amounts shall be paid in equal monthly installments.
Invoice periods shall be from the first day of the month to the last
day of the month and shall also indicate the period during which
operations and maintenance services were rendered. Contractor shall
invoice Owner on a calendar month basis and shall render an invoice
for services rendered equal to one twelfth (1/12) of the current
operating year contract amount as set forth in paragraph 4(a) above,
or such lesser portion of such month during which services were
rendered, plus any Owner authorized reimbursable expenses, if any,
which occurred during the invoice period. Owner shall make payment
within thirty (30) days of receipt and approval of the invoice.
5. PAYMENT PROCEDURES
Payment shall be made by Owner following monthly invoices submitted by
Contractor.
6. DEFAULT
Each of the following events shall constitute an event of default (herein
individually called an "Event of Default" and collectively called "Events
of Default") under this O&M Services Agreement:
a. The Facility for any reason ceases to operate or significantly
interrupts Energy production and delivery.
b. The Contractor shall fail to: make any payment; perform any
service; or perform or observe any other covenant, condition or
agreement, required of Contractor herein.
c. The Contractor shall suspend or terminate the operation and
maintenance services of the Facility for any reason or shall
negligently operate and/or maintain the Facility.
d. The Contractor shall become insolvent or bankrupt or make an
assignment for the benefit of creditors or a trustee or receiver is
appointed.
e. Bankruptcy, reorganization or insolvency proceedings shall be
instituted by or against Contractor.
In the event that Contractor's error, omission or act of negligence causes
any damage to the Facility, Contractor agrees to immediately repair the
damage at no cost to, and as directed by, the Owner. In addition, upon the
occurrence of any Event of Default, and at any time thereafter, Owner may,
at its option, declare this O&M Services Agreement to be in default, and at
any time thereafter, Owner, in addition to all other rights and remedies
Owner may have, shall also have the following rights and remedies:
a. To take immediate possession of the Facility, bring any action
necessary to enforce any rights of Owner growing out of the operation
and maintenance of the Facility, and operate and maintain the
Facility.
b. Apply to any court for specific performance of this O&M Services
Agreement; for any injunction against any violation by Contractor of
this O&M Services Agreement; for the appointment of a receiver to take
over and operate the Facility in accordance with the terms of this O&M
Services Agreement; or for such other relief as may reasonably be
appropriate.
c. To terminate this O&M Services Agreement.
No right or remedy referred to in this or any other Article is intended to
be exclusive, but each shall be cumulative and in addition to any other
right or remedy referred to in this O&M Services Agreement or otherwise
available to Owner at law or in equity. Any cost incurred by Owner due to
actions taken under this, or any other article will be reimbursed to Owner
by Contractor.
7. LIQUIDATED DAMAGES AND PERFORMANCE GUARANTEES
The Contractor assures that services provided in accordance with this
O&M Services Agreement shall meet all O&M Services Agreement requirements
and shall not cause the Owner to be found in default of any of its
Operations Phase Energy Services Agreement requirements.
If the Facility is not able to produce Energy during the term of the O&M
Services Agreement, the Contractor agrees to pay the Owner $10,000 per day,
for a maximum of 90 days, not as a penalty but as liquidated damages. This
amount is fixed and agreed upon by the Owner and the Contractor because of
the impracticability and extreme difficulty of fixing and ascertaining the
actual damages that the Owner will sustain in such an event.
8. AGREEMENT DOCUMENTS
The Agreement Documents (as the same may be amended, modified or
supplemented from time to time), copies of which are already in the possession
of the Owner and the Contractor are made a part hereof and consist of the
following:
a. "Specification for the Scope of Responsibilities for the Provision
of Operation and Maintenance Services for the Allegheny Development
Corporation Energy Facility at the Pittsburgh International Airport,"
dated January 1997 (the "Specification").
b. Owner's Service Award Notification Letter.
c. "DQE Energy Services Proposal for the Provision of Operation and
Maintenance Services at the Allegheny Development Corporation Energy
Facility at the Pittsburgh International Airport," dated March 13,
1997, including all attachments thereto.
There are no Agreement Documents other than those listed above in this
Article 8. The Agreement Documents may only be amended, modified or
supplemented with the written approval of the Owner.
To the extent there is any contradiction or nonconformity between any
Agreement Document and this O&M Services Agreement, the terms of this
O&M Services Agreement shall govern.
9. CONTRACTOR'S REPRESENTATIONS
As of the date of execution of this O&M Services Agreement, Contractor
makes the following representations:
Contractor has familiarized itself with the nature and extent of the
Agreement Documents, Work, site, locality, all local conditions, and all
laws and regulations that in any manner may affect cost, progress,
performance, regulatory compliance or furnishing of the Work.
Contractor has obtained and carefully studied, or assumes responsibility
for obtaining and carefully studying, all examinations, investigations,
explorations, tests, reports and studies which pertain to the existing
Facility or physical conditions at or contiguous to the Facility, or
otherwise which may affect the cost, progress, performance, regulatory
compliance, or furnishing of the Work, as Contractor considers necessary
for regulatory compliance, the performance or furnishing of the Work, at
the O&M Services Agreement Price, within the O&M Services Agreement Term,
and in accordance with the other terms and conditions of the Agreement
Documents in Article 8.
Contractor has correlated the results of all such observations,
examinations, investigations, explorations, tests, reports and studies with
the terms and conditions of the Agreement Documents in Article 8.
Contractor has given the Owner written notice of any and all conflicts,
errors or discrepancies that Contractor has discovered in the Agreement
Documents and the Owner has provided acceptable written resolution thereof
to the Contractor.
10. SERVICE TERMINATION
The Owner reserves the right to terminate the Contractor's services without
further recourse or claim from the Contractor if the Facility is purchased
by the County during the term of this O&M Services Agreement. The Owner
agrees to provide the Contractor up to forty-five (45) days notice of this
event. If the Facility is purchased by the County, the County will have no
obligation to continue the Contractor's services.
The Owner further reserves the right to terminate the Contractor's
services, with or without cause, during the term of this O&M Services
Agreement, or without cause at the end of the service term, and the
Contractor will have no recourse or claim against the Owner.
In the event Contractor's services are terminated under this Article 10,
Owner shall pay for all services rendered through the date of termination.
11. INSURANCE
Obligations of the Contractor with respect to insurance are set forth in
the Specification.
12. INDEMNIFICATION
The Contractor shall indemnify, defend and hold harmless the Owner, the
County, its Commissioners, its officers, the County's Architect/Engineer,
the County's Construction Manager, Consultants of the County's
Architect/Engineer and Construction Manager, USAir, other airport tenants,
and any of their officers, directors, agents and employees for all claims
and losses arising out of the performance or nonperformance of any Work
done under the terms of this O&M Services Agreement in any way attributable
to such Work under this O&M Services Agreement for any act or omission of
the Contractor, any subcontractor, anyone directly or indirectly employed
by the Contractor or any subcontractor, or anyone for whom they may be
liable, including, without limitation, claims for personal injury, death,
property damage, destruction or loss of use of property, claims arising
from the failure to obtain permits and licenses, claims for patent
infringement, worker's compensation, loss of profits, direct damages,
indirect damages, special damages, consequential damages, punitive damages,
and claims for attorney's fees and defense expenses. The Owner may withhold
from payments due the Contractor under this O&M Services Agreement a
sufficient amount to cover any outstanding claims or potential liabilities
arising out of the Work. Notwithstanding the foregoing, Contractor shall
have no liability whatsoever for any claims or losses resulting from any
Emergency Condition or Upset Condition caused in whole or in part by the
County's Department of Aviation.
13. CONFIDENTIAL INFORMATION
The Owner has classified as confidential all information pertaining to this
O&M Services Agreement and the Agreement Documents. Such information has or
will be made available by the Owner to the Contractor, and subsequently may
be made available by the Contractor to others, on a strict need-to-know
basis. Any organization or party receiving such information is not to
divulge any portion thereof without the prior and express written consent
of the Owner. Any organization or party no longer needing Confidential
information pertaining to this O&M Services Agreement shall return such
information to the Owner. Notwithstanding the foregoing, Owner acknowledges
that any disclosure by Contractor of this O&M Services Agreement or the
Agreement Documents, or of any information related hereto or thereto
(including without limitation, filing copies of the same with the
Securities and Exchange Commission) required by any statute, court of
competent jurisdiction, federal, state or local government or agency or
instrumentality thereof shall not be a violation of such confidentiality or
of this O&M Services Agreement or any Agreement Document. Contractor shall
immediately notify Owner of any and all such disclosures.
14. MECHANIC'S LIEN
The Contractor shall execute and file in the Office of the Prothonotary of
the Court of Common Pleas of Allegheny County, a waiver of the right to
file a mechanic's lien which shall be effective against claims by the
Contractor and all subcontractors, materialmen, and workers arising out of
any Work provided under the terms of this O&M Services Agreement. The
Contractor shall indemnify, hold harmless and defend the Owner and the
County from any and all claims, liens, or charges of any nature whatsoever
arising out of any Work provided in accordance with this O&M Services
Agreement.
15. FORCE MAJEURE
Neither the Owner nor the Contractor shall be liable to the other for any
failure, delay, or interruption in performing its obligations hereunder
caused by uncontrollable forces. For purposes of this article, the term
"uncontrollable forces" shall mean any cause beyond the control of the
Owner or Contractor, including flood, earthquake, storm, fire, lightning,
epidemic, war, riot, civil disturbance, restraint by Court order or public
authority. Nothing herein shall be construed so as to require Contractor to
settle any strike or labor dispute in which it may be involved; provided
however, that Contractor will take whatever action is necessary and
available to assure the continued operation of the Facility during the
period of any labor dispute.
16. ASSIGNMENTS
Contractor responsibilities described in this O&M Services Agreement may
not be assigned by the Contractor without the prior written consent of the
Owner.
17. TITLE
Title to the Energy Facility shall remain with the Owner and any item or
service supplied by Contractor in accordance with this O&M Services
Agreement and the Specification, attached hereto and made a part hereof,
shall immediately become the property of the Owner.
18. MISCELLANEOUS
Agreement Changes. Any changes in this O&M Services Agreement shall be in
writing and signed by both parties according to a procedure to be
determined at a later date.
Headings. The headings contained in this O&M Services Agreement or included
in any of the Agreement Documents in Article 8 are included for convenience
or reference only. They shall in no way affect the construction or
interpretation of any of the terms or provisions of this O&M Services
Agreement or the Agreement Documents.
Governing Law. This O&M Services Agreement shall be governed by the laws of
the Commonwealth of Pennsylvania.
Time of Essence. It is agreed that time is of the essence for each and
every portion of this O&M Services Agreement and its attachments.
No Agency. Nothing contained in this O&M Services Agreement shall be
construed to designate Contractor, its agents or employees, as the agents
of the Owner, in any manner, and Contractor, its agents and employees,
shall not hold themselves out to others as the agents of the Owner.
Nonwaiver. Failure by the Owner to insist on any occasion upon strict
performance of any provision of this O&M Services Agreement or to take
advantage of any rights hereunder shall not be construed as a waiver
thereof or the relinquishment of any such right or any other right under
this O&M Services Agreement, which shall remain in full force and effect.
Severability. Should any provision of this O&M Services Agreement be held
invalid or unenforceable, such holding shall not result in invalidation of
the entire O&M Services Agreement, but all remaining terms shall remain in
full force and effect.
County Matters. Contractor shall be bound by all the provisions of the
Operations Phase Energy Services Agreement (entered into by Owner and the
County) on the part of Owner to be performed with respect to the Energy
Facility, and this O&M Services Agreement shall not in anyway have the
effect of diminishing the County's rights or Owner's obligations under the
Operations Phase Energy Services Agreement. This O&M Services Agreement
shall not be binding on the County in the event of a breach by Owner or in
the event that the County purchases the Energy Facility.
IN WITNESS WHEREOF, this O&M Services Agreement is duly executed on the
day and year first above written, by the parties hereto, intending to be legally
bound hereby.
ATTEST: OWNER
ALLEGHENY DEVELOPMENT
CORPORATION
By: _______________________________
ATTEST: CONTRACTOR
By: _______________________________
EXHIBIT A
Allegheny Development Corporation
SPECIFICATION FOR THE
SCOPE OF RESPONSIBILITIES FOR THE PROVISION OF
OPERATION AND MAINTENANCE SERVICES
FOR THE ALLEGHENY DEVELOPMENT CORPORATION
ENERGY FACILITY AT THE
PITTSBURGH INTERNATIONAL AIRPORT
January 1997
TABLE OF CONTENTS
PAGE
1.00 Definitions 1
2.00 Facility Location, Description and Requirements 5
3.00 Service Term 6
4.00 Contractor Operations Phase Service Requirements 7
5.00 Staffing and Subcontracting 13
6.00 Programs and Procedures 14
7.00 Contractor Invoices and Other Submittals 18
8.00 Liquidated Damages and Performance Guarantees 20
9.00 Facility Spare Parts, O&M Equipment and Furnishings 21
10.00 Service Termination 23
11.00 Insurance 24
12.00 Other Items 25
13.00 Performance Evaluation 28
1.0 Definitions
The term definitions below listed apply each time the term is used, whether
or not the term is capitalized at its point of use in this Specification or
its attachments, enclosures, appendices or revisions.
1.01 Allegheny Development Corporation Agreement or Energy Services Agreement or
Agreement.
An Agreement dated June 27, 1989, with attachments and exhibits, between
Allegheny Development Corporation (ADC) and the County of Allegheny
(County) whereby ADC will, among other things, operate and maintain an
Energy Facility at the Greater Pittsburgh International Airport Midfield
Terminal Complex.
1.02 ADC - Allegheny Development Corporation
1.03 Boiler
Wherever used in this Specification, the term Boiler shall mean high
temperature water generator (HTWG).
1.04 Building Management System (BMS)
That County designed, owned and operated system which provides, among its
various functions, the environmental control for the Midfield Terminal's
heating, ventilating, air conditioning, electric power and lighting.
1.05 Contractor
The contractor providing operations and maintenance service as indicated in
this Specification to ADC.
1.06 Cooling or Chilled Water System
The Facility components needed to provide chilled water in the quantities,
temperatures and pressures required by the Agreement. Chilled water systems
include, but are not limited to, chillers, pumps, valves, condenser water
filtration system, ancillary systems and components, e.g., water treating
components, energy management systems, switch-gear, etc. that are needed to
support, monitor and control the chilled water systems.
1.07 County, County of Allegheny and County Commissioners
Includes such public officials and public bodies as may, by operation of
Pennsylvania law, succeed to any or all of the rights, powers or duties
lawfully residing in the Board of County Commissioners of Allegheny County.
1.08 Emergency (Facility) Operating Condition
A condition including but not limited to any of the following: a
Significant Equipment Failure, a loss of pressure in County supply or
return piping, the continuous receipt of off-scale high or low load signals
from the County or the declaration of an emergency situation or a situation
requiring a Facility evacuation by the appropriate County, Owner, or
Contractor authority. A series of Upset Conditions could also result in an
Emergency Condition.
1.09 Energy
The electrical and thermal requirements of the Midfield Terminal including,
but not limited to, electricity, hot water and chilled water in such
quantity as required under the Agreement.
1.10 Facility or Energy Facility
The total ADC installation constructed and maintained under the terms of
the Agreement including, but not limited to, ADC's energy plant within the
Central Services Building, the cooling towers, and any utility connections
thereto or therefrom, and including ADC's interface with County's Building
Management System.
1.11 Furnish
Unless specifically limited in context, furnish shall mean to supply all
necessary materials and supply all necessary labor, equipment,
transportation, personnel, services or other items to provide the item or
perform the work item indicated.
1.12 Heating or Hot Water System
The Facility components needed to provide hot water in the quantities,
temperatures and pressures required by the Agreement. Heating systems
include, but are not limited to, boilers, pumps, valves, heat exchangers,
ancillary systems and components; e.g., water treating components, energy
management systems, switchgear, etc., that are needed to support, monitor
and control the heating systems.
1.13 Major Equipment
Major Equipment includes the HTWGs and related equipment supplied by
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the Chillers and related equipment supplied by Trane, the 4
KV/480 V Switchgear and related equipment supplied by Westinghouse, the bus
duct supplied by Golden Gate Switchgear and the Cooling Tower designed and
material supplied by Ceramic Cooling Tower, Inc.
1.14 Normal (Facility) Operating Condition
A condition exemplified when necessary Facility equipment is fully
available to serve a County load or an expected load change, when County
load changes are within expected ranges and when Facility and County
parameter trends are within expected limits.
1.15 O&M Services Agreement
An agreement between the Owner and the Contractor that provides the manner
in which the Owner and the Contractor will meet the requirements and
conditions of this Specification regarding furnishing of operation and
maintenance services to the Allegheny Development Corporation Energy
Facility at the Pittsburgh International Airport Midfield Terminal. The O&M
Services Agreement may amend the requirements of this Specification.
1.16 Operation or Operating Phase
That phase of the Facility beginning on June 15, 1992, and continuing
through June 14, 2007.
1.17 Owner
ADC
1.18 Provide
Provide shall be used synonymously with Furnish
1.19 Scope of Responsibilities or Scope
Scope of Responsibilities or Scope shall be used synonymously with
Specification.
1.20 Significant Equipment Failure
A failure that involves the loss or disablement of Facility equipment that
was not otherwise scheduled to be out of service for operations or
maintenance reasons.
1.21 Specification
Specification shall mean the "Specification for the Scope of
Responsibilities for the Provision of Operation and Maintenance Services
for the Allegheny Development Corporation Energy Facility at the Pittsburgh
International Airport"; i.e., this document.
1.22 Supply
Unless specifically expanded in context, Supply shall mean to purchase,
procure or obtain and make available for use. Supply may be used in terms
of material, labor, personnel, equipment, goods or services.
1.23 Upset (Facility) Operating Condition
A condition exemplified when a Facility component must be unexpectedly
manually operated, removed or connected to provide service due to an
unexpected Facility or County situation. Such situations include, but are
not limited to, the unexpected trip (loss) of a chiller or a HTWG in the
Facility or the sudden loss of a County interfacing system.
2.0 Facility Location, Description and Requirements
2.01 Location
ADC's Facility at Pittsburgh International Airport, Midfield Terminal.
2.02 Description
A technical description of the Facility and the Energy to be provided by
the Owner is included in Specification Attachment A.
2.03 Technical Reference Documents
A list of included Drawings and other relevant Facility technical
information that form a part of this Specification is provided in
Specification Attachment B.
3.0 Service Term
3.01 The term of the O&M Services Agreement begins on June 15, 1997 and
continues unabated through June 14, 2002, unless terminated sooner by the
Owner or extended by the Owner.
3.02 The Contractor's service term shall be divided into the following five
(5) service periods:
a. Operations year 6 - from June 15, 1997 through June 14, 1998.
b. Operations year 7 - from June 15, 1998 through June 14, 1999.
c. Operations year 8 - from June 15, 1999 through June 14, 2000.
d. Operations year 9 - from June 15, 2000 through June 14, 2001.
e. Operations year 10 - from June 15, 2001 through June 14, 2002.
4.0 Contractor Operations Phase Service Requirements
4.01 Operation and Maintenance Services Objectives - Contractor shall
operate and maintain the Facility in a manner that meets the following:
a. The Heating System shall be available 100% of the time. At all
times sufficient heating system components shall be available to
supply the maximum County demand, up to the maximum heating system
contract capacity as per Attachment A of this document.
b. The Cooling System shall be available 100% of the time. At all
times sufficient cooling system components shall be available to
supply the maximum County demand, up to the maximum cooling system
contract capacity as per Attachment A of this document.
c. During the heating season, from September 1 of the current calendar
year to June 15 of the of the next calendar year, individual Heating
System components shall be available 98% of the time. Outside of the
heating season, individual heating components shall be available 85%
of the time. At no time during the heating season shall more than one
(1) HTWG be out of service. At all times sufficient Heating System
components shall be available to supply the maximum County demand. For
purposes of this section, individual Heating System components shall
mean any of the following: a HTWG, a primary high temperature water
pump, a secondary high temperature water pump, a heat exchanger, an
expansion tank, an air separator, and any piping, valving, monitors,
sensors or other equipment or devices associated with a Heating System
component.
d. During the cooling season, from April 1 of the current calendar
year to October 30 of the current calendar year, individual Cooling
System components shall be available 98% of the time. At no time
during the cooling season shall more than one (1) chiller be out of
service. Outside of the cooling season, individual cooling components
shall be available 85% of the time. At all times sufficient Cooling
System components shall be available to supply the maximum County
demand. For purposes of this section, individual Cooling Systems
components shall mean any of the following: a chiller, a primary
chilled water pump, a secondary chilled water pump, an expansion tank,
an air separator, a vertical turbine pump, a cooling tower cell with
fan, a chiller starter and any piping, valving, monitors, sensors or
other equipment or devices associated with a cooling system component.
e. The electrical system shall be available 100% of the time.
Individual electrical systems shall be available 99.5% of the time at
all times. For purposes of this section, individual Electrical System
components shall mean any of the following: a bus duct, a primary line
capacitor, an (internal ADC) stepdown transformer, a 4160 Volt
switchgear device, a 480 V switchgear device, a motor control center
or components thereof.
f. For purposes of Section 4.01 of this Specification, "available"
shall mean ready for and capable of use in providing full service
requirements up to the design capacity of the equipment.
4.02 Operation and Maintenance Reports
The Contractor shall produce operating, maintenance and other reports on a
daily, weekly, monthly, quarterly and annual basis. The form and content of
such reports will be specified by the Owner. Such reports will be required
from the date of the O&M Services Agreement award through the entire
contract period. Each report shall contain historical data from the
reporting period and prospective or predictive information for the next
reporting period. The reports shall contain the information required by and
be in a format approved by the Owner and may be revised as reasonably
required. The Owner will specify the person or persons who will receive
each of the reports. The Owner will require the following reports:
a. Daily reports on Facility operation and maintenance activities
shall be provided by the Contractor to the Owner. Daily reports will
cover the twenty-four (24) hour period from 12:00 a.m. to 11:59 p.m.
of the current day and will be available to the Owner by 8:00 a.m. of
the following day.
b. Weekly reports on Facility operation and maintenance activities
shall be provided by the Contractor to the Owner. Weekly reports will
cover the period from 12:00 a.m. Monday to 11:59 p.m. of the following
Sunday and will be available to the Owner within twenty-four (24)
hours of the end of the reporting period.
c. Monthly reports on Facility operation and maintenance activities
shall be provided by the Contractor to the Owner. Monthly reports will
cover the period from 12:00 a.m. of the first day of the month to
11:59 p.m. of the last day of the month and will be available to the
Owner within one (1) week of the end of the reporting period.
d. Annual reports on Facility operation and maintenance activities
shall be provided by the Contractor to the Owner. Annual reports will
cover the period from 12:00 a.m. of the first day of the calendar year
to 11:59 p.m. of the last day of the calendar year and will be
available to the Owner within two (2) weeks of the end of the
reporting period.
e. Annual capacity reports and annual efficiency reports on each HTWG
and on each Chiller. Capacity reports will require that each HTWG and
each chiller be operated at full rated output capacity at least once
during the year for a minimum duration of four (4) hours. Annual
efficiency reports will require each HTWG and each chiller efficiency
be measured at lease once during the year at outputs of 25%, 50%, 75%
and 100% of rated capacity. The Contractor shall recommend and the
Owner will approve the methods and procedures to be used to conduct
the efficiency tests. Certified correct copies of the reports from
both capacity and efficiency tests shall be provided to the Owner
within one month of their completion. All capacity and efficiency
tests may be run during the course of normal operations.
f. Quarterly maintenance reports which shall detail the actual
maintenance performed on each piece of equipment and machinery in the
Facility during the preceding quarter. Such reports will follow the
calendar year quarters and will be available to the Owner within one
week of the end of the quarter.
g. Monthly reports on situations encountered during the current month
and the corrective action taken, if required. Such reports will be
available to the Owner, if required, one week after the end of the
month.
4.03 Routine and Periodic Operating Services
The Contractor shall provide round-the-clock operating services
consistent with equipment manufacturers recommendation and good work
practices for the Facility. Operating Services shall include, but are
not limited to, such activities as:
a. Development of 24-hour operating shift ▇▇▇▇▇▇▇ schedules.
b. Formulating and completion of shift logs.
c. Routine operating and inspection tour schedules.
d. Trend reporting and trend analysis.
e. Periodic, but no less frequently than once every three months,
firing and loading of each HTWG on oil.
f. Walk down inspections of Facility and County systems.
In addition, the Contractor will regularly coordinate with County
operations personnel in the BMS control room to ensure
compatibility between the Contractor's Facility operating plans
and the County's BMS operating plans.
All equipment, instruments, sensors and other devices used for
the operation and maintenance of the energy facility shall be
tested for proper performance or calibrated, as necessary, to
meet contractual requirements or as required by the Owner.
4.04 Routine and Periodic Maintenance Services
The Contractor shall keep the Facility in clean, neat and good condition
and repair, as would be taken by a prudent owner who desires to keep and
maintain said Facility for the duration of the O&M Services Agreement term.
The Contractor shall perform all necessary maintenance within the Facility
including, but not limited to, preventive maintenance, corrective
maintenance, remedial maintenance and predictive maintenance, and make all
necessary repairs thereto, interior and exterior, structural and
nonstructural, ordinary and extraordinary and foreseen and unforeseen. Such
maintenance includes, but is not limited to, replacement or repair of
equipment and parts, components and subassemblies thereof, whether due to
failure, wearout, unsuitability, expiration of useful life or other
reasons. The Contractor shall submit a vibration analysis based predictive
maintenance program for all rotating and reciprocating equipment. All
Contractor repairs to the Facility will be at least equal in quality and
class to the original work and will include the replacement of any
components in need of replacement, so as to ensure that at all times the
Facility will continuously meet all of the Midfield Terminal's Energy
requirements. If possible, the Contractor shall schedule maintenance during
off-peak airport periods.
4.05 Housekeeping
The Contractor is responsible for Facility housekeeping. The Facility shall
be maintained in a condition suitable for executive inspection/observations
at all times.
4.06 Instrument Calibration and Testing
The Contractor shall test and calibrate equipment and systems that are used
for billing purposes employing instruments with calibration records
traceable to the National Institute of Standards and Technology. Such
equipment shall include all "BTU" meters, all temperature and all flow
sensors and all electric consumption (kilowatt hours) meters. Calibration
of instruments required for billing purposes shall be performed at least
twice annually or more frequently if directed by the Owner. Heating System
temperature sensors and flow sensors shall be calibrated during September
and January of each year. Cooling System temperature sensors and flow
sensors shall be calibrated in April and July of each year. Kilowatt hour
meters shall be calibrated at least twice annually at approximately 6-month
intervals.
4.07 Records
a. The Contractor shall maintain the on-site record of the as-built
Facility condition.
b. The Contractor shall maintain both on and off site record files of
the calibration and traceability for Facility operating and metering
equipment. These record files shall be maintained for the duration of
the O&M Services Agreement term. Certified correct copies shall be
turned over to the Owner within ten (10) days of such a request and
upon O&M Services Agreement expiration or termination.
c. The Contractor shall maintain other records as may be required by
Federal, State or Local requirements or required by the Owner.
d. Records maintained on-site by the Contractor shall be housed in
three (3) hour fire Rated cabinets or lockers. Records maintained
off-site by the Contractor shall be maintained at locations and in the
manner specifically approved by the Owner in writing.
e. All records are the property of the Owner.
f. The Contractor shall provide the Owner with a true and accurate
copy of all records within five (5) working days of such a request and
all Contractor records upon termination or expiration of the O&M
Services Agreement.
4.08 Permits and Licenses
a. The Owner has obtained a Waste Water Discharge Permit and an Air
Pollution Control Discharge Permit for the Facility from Local
authorities. All other permits and licenses that may be required for
the Contractor to perform in accordance with the requirements of the
Specification at the time of O&M Services Agreement award shall be
obtained and paid for by the Contractor. Annual or periodic charges
for renewal of either of the above permits are the responsibility of
the Contractor.
b. If, during the term of the O&M Services Agreement, additional
Facility permits or licenses are required due to the enactment of new
or amended existing Federal, State or Local laws, regulations or
statutes, the Owner and the Contractor shall work together in
obtaining such permits or licenses.
4.09 Consumable Supplies and Services
Consumable supplies and services include, but are not limited to, such
items as fuel oil used during the HTWG periodic firing and loading
operation noted in Specification Section 4.03, water, trash
collection, cleaning products and chemical treatment additives,
whether needed for operation, maintenance or general housekeeping
activities. Consumable items shall be furnished by the Contractor.
4.10 During the Operations Phase (on and after June 15, 1992) and for the
duration of the O&M Services Agreement term, the Contractor shall operate
and maintain the Facility on a round-the-clock basis. During
round-the-clock operation, the Contractor shall at a minimum, have one (1)
qualified individual assigned to and in the Facility at all times.
4.11 The Owner has provided office equipment which is expected to last the
duration of the O&M Services Agreement service term. Such equipment is
available for use by the Contractor and shall be maintained by the
Contractor in proper working order throughout the O&M Services Agreement
service term by the Contractor, except the energy management system
computer, which shall be maintained by ADC.
4.12 Maintenance Exclusions
The following items shall not be a requirement of this document and shall
not be the Contractor's responsibility excepting, however, the Owner may
require such services or additional services to be performed as a
Contractor reimbursable expense without markup:
1. Eddy current testing of chiller bundles
2. Complete maintenance rebuild of chillers (complete teardown with
replacement of all bearings and gaskets.)
3. Refrigerant, exclusive of major losses of more than five pounds at
one time, for replenishment due to minor leaks.
4. Repairs to cooling tower basin or structure, or replacement of
ceramic fill.
5. Costs to upgrade equipment, exclusive of engineering and project
management.
6. Annual inspections and all maintenance to the capacitors and
busduct.
4.13 Tools and Equipment
The Owner has provided a full complement of tools and equipment for
use by the Contractor. All tools and equipment are expected to last
the life of the O&M Services Agreement. Therefore, replacement of
tools which are broken, damaged, misplaced, lost or stolen is the
responsibility of the Contractor. New tools or equipment may be
purchased by the Contractor at any time. However, the contractor will
be reimbursed as a reimbursable expense without markup, only if prior
written approval has been received from the Owner. All existing and
all new tools and equipment are the property of the Owner. The
Contractor shall maintain a complete listing of all tools and
equipment, including maintenance records.
5.0 Staffing and Subcontracting
5.01 The Contractor shall have at least one (1) fully qualified
individual in the Facility at all times during the Operation Phase. In
addition, the Contractor shall have sufficient staff or firm
agreements for such staff as needed to meet the objectives in
Specification Section 4.01 under all conditions and at all times.
5.02 Subcontracting is neither encouraged nor discouraged by the
Owner. The Owner retains the right to review and accept or reject,
with or without cause, any subcontractor selected by the Contractor.
The Owner will hold the Contractor responsible to ensure that
subcontractors conform to the same requirements as the Contractor to
the extend that a function has been assigned to a subcontractor by the
Contractor. The Owner may require the contractor to engage selected
subcontractors for the performance of specialized activities.
5.03 All personnel employed by or subcontracted by the Contractor
shall be fully qualified, including holding any current National or
manufacturer's certification and, if necessary, licensed to perform
their function prior to an assignment in the Facility. Such personnel
shall have the proper tools, training, equipment and experience to
perform the work activity subcontracted. Personnel must meet the
minimum qualifications for their job function as may be required by
Federal, State or Local jurisdictional requirements.
5.04 The Contractor shall state the level to which its operating and
maintenance staff, including all subcontractors, are expected to be
union affiliated. The Contractor shall also identify the expected
union affiliation.
5.05 The Contractor shall maintain availability to sufficient
qualified staff to ensure that the Facility can be safely operated and
maintained on a full-time basis in the event of a National, Local or
other work stoppage at the Midfield Terminal Complex.
5.06 The Owner retains the right to require the Contractor to submit
key management personnel for Owner interviews prior to the
Contractor's dedication to the services addressed in this
Specification or the O&M Services Agreement.
5.07 The Owner retains the right to require the Contractor to submit
to utilize Major Equipment service organizations as providers of
maintenance and/or annual inspection services. The Owner shall
negotiate a basic contract for chiller preventive maintenance from
Trane and such contract shall be assigned to the Contractor.
5.08 On any equipment or device covered by a manufacturer's warranty,
only manufacturer authorized ("factory") personnel shall perform
maintenance or repair on the equipment or device if this is a
condition of maintaining the warranty.
6.0 Programs and Procedures
The Contractor shall develop, document and submit for Owner's approval the
following comprehensive programs with accompanying procedures. The Owner's
approval of any program(s) or procedure(s) does not constitute a change in
the requirements of this Specification and does not relieve the Contractor
from the responsibility of meeting the Requirements in this Specification
or the O&M Services Agreement. Program and detailed procedures are required
for the five (5) operating years beginning June 14, 1997.
6.01 An operation program that must include procedures for ensuring
Facility operation under Normal, Upset and Emergency Conditions which
include, but are not limited to, the methods for interfacing with
County personnel, the methods for ensuring twenty-four (24)-hour
personnel availability, criteria for Owner notifications and control
of warranty work. This program, or portions thereof, may require
County review and acceptance.
In all Emergency conditions, except a County declared emergency,
Facility operation following the Emergency shall safeguard personnel
and Facility equipment and be in accordance with Owner approved
operation program procedures. In the case of a County declared
emergency, Facility operation shall be reduced as required in the
Midfield emergency procedures that have been reviewed by the Owner and
the Contractor.
6.02 A preventative maintenance (PM) program that must include a
complete and comprehensive replacement parts program that meets the
objective of Specification Section 4.01. The Program shall specify
with particularity the schedule of maintenance for each major piece of
equipment and machinery during each year, including a schedule of the
number of employees assigned to the program. The Contractor is
responsible for all preventative maintenance.
The PM program should include, but not be limited to, the inspections
and tests recommended by the equipment manufacturers and provide for
accurate record keeping of the information. At a minimum, the program
must address regular inspections of the following:
a. High Temperature Water Generators
b. Chillers and chiller motors, with at least annual cleaning
("punching") of chiller tube bundles.
c. Energy Management System
d. Cooling tower including fans, pumps, heaters and controls
e. 4KV bus duct
f. Hot and chilled water pumping skids and motors
g. 4KV/480V switchgear
h. Motor control centers and variable frequency drive
i. Chilled water pumps and motors
j. Heat exchangers
k. High temperature water pumps and motors
l. Chemical treatment equipment
m. Metering equipment
n. Condenser water filter
6.03 A corrective maintenance (CM) program that meets the
objective of Specification Section 7.01. Contractor is
responsible for all corrective maintenance as well as all
replacement parts for corrective maintenance. Owner plans to
provide Boiler and Machinery insurance to cover losses in excess
of $10,000.00, subject to the limitations and exclusion of the
Owner's insurance policy.
6.04 A predictive maintenance program, based on vibration
analysis, for all rotating and reciprocating equipment.
6.05 A training and annual retraining program for all personnel.
These programs shall be implemented in a manner that ensures
appropriate personnel are kept abreast of Major Equipment O&M
developments as well as other important issues.
6.06 An instrument calibration program and procedures.
Instruments used for billing purposes must be calibrated with
traceability to National Institute of Standards and Technology.
6.07 An equipment and system walk-down to familiarize the
Contractor with the facility.
6.08 A listing of open work orders which are over 60 days aged
from the date of issuance shall be provided to the Owner monthly.
Contractor shall make its best efforts to complete such open work
orders as soon as possible. All open work orders shall be
completed within 90 days of issuance.
6.09 An equipment storage program that includes the requirements
for ensuring that spare parts and any other material held by the
Contractor are stored in a manner that ensures the material can
be used for its intended purpose when withdrawn from storage for
Facility use. Since site storage facilities are extremely
limited, the Contractor may require off-site storage facilities.
If off-site storage is used, this Program shall also establish
the level of Contractor control of such facilities and require
the Contractor to have access to the storage facility on a
round-the-clock basis.
6.10 A safety program that includes the requirements that the
Contractor shall utilize to ensure that all applicable Federal,
State, Local and Midfield personnel safety regulations will be
met.
6.11 An Operations Phase daily log program that shall include the
information required by Federal, State or Local jurisdictions,
the County or the Owner. Log sheets shall be signed by Contractor
personnel with responsibility during the log period. Copies of
the Operations Phase logs shall be available in the Facility at
all times and shall be provided to the Owner when requested.
6.12 The Contractor shall maintain a permanent bulletin board
within the Facility. Bulletin Board postings shall include all
postings required by Federal, State, County and Local regulations
and those required by the Owner and the Contractor.
6.13 A water chemistry program for each hot water, chilled water
or condenser water system, which addresses corrosion, pitting,
scaling, dissolved solids, hardness, pH, conductivity and
dissolved oxygen, and that provides a complete description of the
operation and maintenance procedures that will be developed to
ensure that Facility water meets all appropriate requirements
including the following:
1) Ferrous metal loss, as indicated by a corrosion coupon
analysis method approved by the Owner, shall not exceed 1.5 mils
per year.
2) Copper metal loss, as indicated by a corrosion coupon analysis
method approved by the Owner, shall not exceed 0.01 mils per
year.
3) Both ferrous and copper coupons shall be free of observable
pitting.
4) Corrosion coupons shall be analyzed every 90 days. If either
corrosion limit is exceeded, or if pitting of the coupons is
observed, Contractor agrees to pay Owner $10,000.00, not as a
penalty but as liquidated damages, owing to the difficulty of
assessing actual damages for each such incident.
6.14 An environmental compliance program which meets or exceeds
the requirements of all Local, County, State and Federal
environmental rules and regulations applicable to the energy
facility. This program should address, but not be limited to, the
following areas:
1) Air pollution
2) Water pollution
3) Industrial waste water management
4) Hazardous waste
5) Solid waste, including residual waste and municipal waste
6) Management of ozone depleting substances
7) Storage tanks
8) Superfund issues
9) Documentation
10) Record keeping
11) Other current or future applicable areas
The Contractor's environmental program should address, but not be
limited to, the requirements of each of the following:
Clean Air Act (Federal) Clean Air Act Amendments of 1990
(Federal) Allegheny County Health Department Article XXI (County)
Clean Water Act (Federal) Resource Conservation and Recovery Act
(Federal) Solid Waste Management Act (PA) Storage Tank and Spill
Prevention Act of 1989 (PA) Comprehensive Environmental Response,
Compensation & Liability Act (Federal) Superfund Amendments and
Reauthorization Act (Federal) Emergency Planning and Community
Right-To-Know Act (Federal)
Contractor shall maintain and operate all equipment within normal
operating limits as stated by the equipment manufacturer, good
work practices or applicable rule or regulation. Any
environmental violation, exceedance or discharge caused by the
Contractor due to operation outside of the normal operating
limits or Contractor negligence or willful act shall be the
responsibility of the Contractor to remedy, including payment of
all fines or penalties, excepting equipment breakdown or
malfunction.
7.0 Contractor Invoices and Other Submittals
7.01 The Contractor shall provide the Owner with monthly invoices
during each period of the service term. All invoices shall be in
accordance with the pricing, terms and conditions of the O&M Services
Agreement. Monthly invoices for all other services shall include the
costs for the services provided during the invoice period. All invoice
periods shall be from the first day of the calendar month to the last
day of the calendar month. Contractor invoices will be paid by the
Owner within 30 days following their receipt and verification.
7.02 The Contractor shall provide the Owner with monthly certified
correct County energy usage reports bearing the signature of the
Facility Manager. These reports shall be based upon information from
permanent Facility metering systems and equipment and shall be
accurate within the calibration limits of the metering systems and
equipment. This information will be used by the Owner for its own
County energy usage billing purposes.
The Contractor shall be liable and responsible for any Owner costs,
penalties and/or lost revenue that results from omissions or errors in
any Contractor programs including, but not limited to, errors in the
Contractor's calibration programs or procedures for Facility metering
systems and equipment whether or not those programs or procedures were
previously approved by the Owner.
7.03 The Owner will separately invoice and collect fees from the
County.
7.04 The Owner will directly receive and pay for utility services
supplied by Duquesne Light Company and Peoples Natural Gas Company or
any other gas supplier following usage information verification by the
Contractor. The manner of and schedule for verification shall be
agreed upon by the Owner and the Contractor.
7.05 The Contractor will be reimbursed for service costs incurred as
part of the services provided under the terms of this Specification
and the O&M Services Agreement which:
a. were not included in an Owner approved Contractor yearly
budget but which the Owner subsequently directs the Contractor to
incur. This type of reimbursable cost, when authorized by the
Owner in writing, may include an Owner approved markup for the
specific term.
b. were not included in an Owner approved Contractor yearly
budget but which the Contractor subsequently requests in writing
and the Owner accepts as a reimbursable cost. This type of
reimbursable cost, when approved by the Owner in writing, shall
be without any Contractor markup.
7.06 Each reimbursable cost item shall be individually listed in the
Contractor's monthly invoice to the Owner. Such monthly invoice shall
include the following at a minimum for each reimbursable item listed:
a. The Contractor's actual cost, without markup, for the item.
b. The Owner approved markup, if any, for the type of cost
reimbursable item involved.
c. The total cost to the Owner for the reimbursable item.
d. A true and legible copy of the invoice received by the
Contractor for the reimbursable item. Each such invoice shall be
noted by the Contractor to indicate its acceptable receipt date
of the reimbursable item and the Contractor's purchase order or
other Contractor payment obligation for the reimbursable item.
e. The Owner's document that authorized the item as a
reimbursable cost.
7.07 Costs that the Contractor incurs as part of the services
provided under the terms of this Specification and the O&M
Services Agreement which:
a. were not included in an Owner approved Contractor yearly
budget or
b. were not previously approved by the Owner in writing as a
reimbursable cost item
WILL NOT BE REIMBURSED TO THE CONTRACTOR!
7.08 Daily, weekly, monthly, quarterly and annual reports shall
be submitted to the Owner and in a form approved by the Owner.
Reports shall include the Operation Phase. Schedule requirements
for report initiation are included in Section 12.0 of this
Specification. For additional report information, see Section
4.02 of this Specification.
8.0 Liquidated Damages and Performance Guarantees
8.01 The Contractor shall guarantee that services provided in
accordance with this Specification shall meet all Specification
requirements and shall not cause the Owner to be found in default
of any of its Demonstration or its Operations Phase Agreement
requirements.
8.02 If the Facility is not able to operate and deliver energy in
the amounts required by the County, except as provided for in
this Specification, on any day during the service term, the
Contractor shall pay the Owner $10,000 per day, for a maximum of
90 days, not as a penalty but as liquidated damages. This amount
is fixed and agreed upon by the Owner and the Contractor because
of the impracticability and extreme difficulty of fixing and
ascertaining the actual damages that the Owner will sustain in
such an event.
8.03 The Contractor shall further warrant that if its commission
or omission of services provided under the terms of the O&M
Services Agreement and this Specification result in any damage or
degradation to the Facility or to Facility systems and/or
equipment, the Contractor shall, at no additional cost:
a. Immediately notify the Owner of the commission or omission and
of its affect on the Facility.
b. Take the immediate short-term action(s) necessary to ensure
personnel and Facility safety and to ensure that the Facility
will be able to continue to provide the required level of energy
to the County.
c. Replace or repair, as the Owner may direct, affected Facility
equipment and/or systems.
9.0 Facility Spare Parts, O&M Equipment and Furnishings
9.01 The Contractor is responsible for all spare parts for
equipment and furnishings in the energy facility. The Contractor
shall supply the owner with the below comprehensive lists. Each
listed item shall include a complete description, shelf life, and
estimated cost and, when appropriate, a catalog or manufacturer's
part number suitable for direct procurement of the listed item.
a. Spare parts that the Owner should maintain available to
ensure that the Facility can meet the operating objectives
in Specification Section 4.01. This list should be divided
into two parts: PART I for items that must be immediately
available from site storage locations and PART II for items
that must be made available within a specified time frame.
b. O&M equipment, such as hoists, ladders, lifts,
instruments, tools, etc. that should always be available in
the Facility to enable efficient, effective and safe
Facility O&M.
c. Furnishings, such as chairs, files, desks, storage racks,
storage cabinets, etc. not supplied by the Constructor that
should be purchased and installed for efficient, effective
and safe O&M of the Facility.
9.02 The Contractor shall provide the Owner with any additional
information pertaining to the above lists.
9.03 The Owner reserves the right to directly purchase or to
direct the Contractor to furnish any or all of the above items.
All purchased items shall be the property of the Owner after they
have been acceptably received by the Contractor. Items purchased
by the Contractor shall be at the Contractor's expense or
reimbursable as provided for in this Specification and the O&M
Services Agreement.
9.04 The Contractor shall receive and inspect all the above
purchased items, whether purchased by the Contractor or the
Owner, against their appropriate purchase requirements. For Owner
purchased items, the Contractor shall notify the Owner of each
acceptable and rejectable inspection.
9.05 The Contractor shall develop and maintain an inventory
(Inventory) that lists each of the above purchased items, whether
purchased by the Owner or furnished by the Contractor. The
Inventory shall include item costs and other information required
by the Owner. The Contractor shall annually update the Inventory
and provide the Owner with a certified correct copy.
9.06 The Contractor shall immediately and at no cost to the Owner
replace each Inventory item that is withdrawn for Facility use,
lost, worn out, expired or otherwise not available for use or
usable in the Facility.
9.07 The Contractor shall furnish storage facilities for all
spare parts and other material needed to be stored for the
Facility, regardless of the purchaser of the part(s) or material.
The Contractor's Inventory list described in this Specification
Section shall identify the location for all stored items and the
Contractor shall maintain stored material and items in accordance
with the requirement of the Equipment Storage Program described
in this Specification Section 5.0.
9.08 The Contractor shall furnish all on-site and, if necessary,
all off-site storage facilities at no additional cost to the
Owner.
10.0 Service Termination
10.01 The Owner reserves the right to terminate the Contractor's
services without further recourse or claim from the Contractor if
the Facility is purchased by the County during the term of the
O&M Services Agreement. The Owner agrees to provide the
Contractor up to forty-five (45) days notice of this event. If
the Facility is purchased by the County, the County will have no
obligation to continue the Contractor's services.
10.02 The Owner further reserves the right to terminate the
Contractor's services with or without cause during the term of
the O&M Services Agreement or without cause at the end of the
service term, and the Contractor will have no recourse or claim
against the owner.
10.03 The Contractor agrees to support the Owner or the County in
an orderly transition of O&M service responsibility in the event
of termination for any reason, default or expiration of the O&M
Services Agreement, including provision of sufficient interface
to provide a seamless transition.
11.0 Insurance
11.01 The Contractor and any of it's subcontractors shall obtain
and pay all premiums for the following insurance:
a. Workers Compensation to Pennsylvania statutory limits for
all Contractor and subcontractor employees in full
compliance with Workers Compensation and Occupational
Diseases Act of the Commonwealth of Pennsylvania..
b. Comprehensive General Liability to a limit of not less
than $1,00,000 per occurrence and $2,000,000 aggregate, for
all Contractor and subcontractor employees.
c. Automobile liability on Contractor or subcontractor for
all owned, not-owned or hired vehicles with a combined
single limit of not less than $1,000,000 per occurrence.
d. Employer's liability Insurance with a limit of not less
than $500,000.
e. Excess liability insurance with a limit of not less than
$3,000,000.
11.02 Receipts from Contractor insurance claims shall be used
exclusively for repair or replacement of the Facility, or as
directed by the Owner.
11.03 All Insurance carried by the Contractor shall name the
Owner and the County, its Commissioners, as additional insureds
and shall be placed with companies acceptable to the Owner.
11.04 Each Contractor Insurance policy shall include a provision
that requires the carrier to immediately notify the Owner in the
event of a policy cancellation or of a possible policy
termination or material alteration within 30 days. On an annual
basis, the Contractor shall supply the Owner with documentation,
acceptable to the Owner, that confirms that the insurance
requirements in this Specification Section 11.0 will be met for
at least the next twelve (12) month period. The Contractor
insurance information shall include, but not be limited to, the
following:
a. Name of the insurance company
b. Number of policy
▇. ▇▇▇▇ of insurance policy
d. Expiration date of the insurance policy
e. Limits of liability or amount of coverage provided
f. Nature of coverage, including special hazards, if required
g. Specifications of all deductibles
h. Additional insured interest of the Owner and the County,
except under Workers Compensation policy.
11.05 Contractor agrees to comply promptly with all safety
recommendations made by the Owner, the County or their insurers
11.06 Owner shall be responsible for obtaining and maintaining
all property insurance related to the Energy Facility.
12.0 Other Items
12.01 The Contractor shall develop the following programs that meet
the appropriate Federal, State, Local and Midfield regulations:
a. Drug and Alcohol Abuse Program
b. Affirmative Action Program
c. Civil Rights Program (See Specification Attachment E)
d. Sexual Harassment Program
e. Occupational Safety and Health
f. Other programs as required by Owner or to meet existing or
future rules and regulations applicable to the energy facility.
The Contractor shall comply with and conduct its operations in
compliance with all present and future laws, ordinances, orders,
directives, rules and regulations of the United States of America,
Commonwealth of Pennsylvania, political subdivisions (including the
County), authorities and their respective agencies, departments,
authorities or commissions of the foregoing, applicable to or
affecting directly or indirectly the Owner or its operations and
activities on or in connection with the Facility premises.
12.02 The Contractor shall ensure that services furnished in
accordance with this Specification and the O&M Services Agreement are
in accordance with the applicable requirements of the Federal Aviation
Administration.
12.03 The Owner has classified as confidential all information
pertaining to this Specification and the O&M Services Agreement. Such
information has been or will be made available by the Owner to the
Contractor and subsequently may be made available by the Contractor to
others on a strict need-to-know basis. Any organization or party
receiving such information is not to divulge any portion thereof
without the prior and express written consent of the Owner. Any
organization or party no longer needing confidential information
pertaining to this Specification or the O&M Services Agreement shall
return such information to the Owner.
12.04 The Contractor shall execute and file in the Office of the
Prothonotary of the Court of Common Pleas of Allegheny County, a
waiver of the right to file a mechanic's lien which shall be effective
against claims by the Contractor and all subcontractors, materialmen
and workers arising out of any work or service provided under the
terms of this Specification and the O&M Services Agreement. The
Contractor shall indemnify, hold harmless and defend the Owner and the
County from any and all claims, liens or charges of any nature
whatsoever arising out of any work or service provided in accordance
with this Specification and the O&M Services Agreement.
12.05 Indemnification
An indemnification provision is contained in the O&M Services
Agreement that is included as Attachment G of this Specification.
12.06 Purchasing
The Contractor shall purchase and directly pay for goods, services and
spare parts for the facility operation and maintenance as required by
the O&M Services Agreement and this Specification.
12.07 Engineering
The Contractor shall have engineering responsibility and shall provide
all required engineering for evaluation, analysis or resolution of
operating conditions encountered and any equipment modification,
replacement or addition. Additionally, the Contractor shall make
recommendations to the Owner that are intended to make Facility
operation and maintenance less costly without sacrificing quality,
reliability or availability of energy output.
12.08 Accounting/Bookkeeping/Auditing
The Contractor shall insure that the systems utilized for billing,
collection, payment and record keeping meet generally accepted
accounting and bookkeeping practices. The Owner reserves the right to
specify and approve the systems used by the Contractor.
12.09 Budgeting and Planning
On a yearly basis the Contractor shall provide the Owner with an
annual operating and maintenance plan (Plan) and an annual operating
and maintenance budget (Budget). Each Plan and Budget shall be
submitted to the Owner on or before April 1st for the Operating year
beginning on the following June 15th. The yearly Plan and Budget
submittals shall be in a form approved by the Owner. Each Budget
dollar total shall be the quoted term Budget plus the quoted
escalation for that term.
Each Plan shall, at a minimum, include a description of and schedule
for significant operating and maintenance activities the Contractor
plans to perform during next operating year and a description of the
level of Contractor and subcontractor support that will be necessary
during the next operating year.
Each Budget shall, at a minimum, include the same level of detail that
the Contractor provided with its proposal with emphasis on and an
explanation for line item changes since its proposal submittal. No
increase in the total Budget will be accepted by the Owner. 12.10
Access Control
The Contractor shall grant both Owner and County personnel access to
the Facility at all times. In addition, the Contractor shall grant the
Owner the right to review all information and documentation relating
to the Facility that may be in the Contractor's possession or control
at any time.
12.11 Security
The Contractor will maintain the energy facility as a secure
installation and shall limit access to Owner and County personnel or
workmen performing work activities with the facility.
12.12 Force Majeure
Neither the Owner nor the Contractor shall be liable to the other for
any failure, delay, or interruption in performing its obligations
hereunder caused by uncontrollable forces. For purposes of this
section, the term "uncontrollable forces" shall mean any cause beyond
the control of the Owner or the Contractor, including flood,
earthquake, storm, fire, lightning, epidemic, war, riot, civil
disturbance, restraint by Court Order or public authority. Nothing
herein shall be construed so as to require Contractor to settle any
strike or labor dispute in which it may be involved; provided however,
that Contractor will take whatever action is necessary and available
to assure the continued operation of the Facility during the period of
any labor dispute.
12.13 Assignment
Contractor responsibilities described in this Specification and in the
O&M Services Agreement may not be assigned by the Contractor without
the prior written consent of the Owner.
12.14 Attachments
The Attachments listed in the Table of Contents of this Specification
are included herewith and made a part hereof.
13.0 Performance Evaluation
13.1 At least once annually, and more frequently if deemed necessary
or desired by the Owner, a comprehensive performance evaluation of the
Contractor will be conducted by the Owner. The evaluation will usually
be conducted in July and will generally follow the evaluation document
titled, "Allegheny Development Corporation, Operations and Maintenance
Contractor Annual Comprehensive Review and Evaluation", found in
Attachment G to this Specification.
The purpose of this performance evaluation will include the following:
1. Determination of Contractor's compliance with the
Specification and all other Agreement Documents. Non-compliance
shall be a cause for termination of the Contractor.
2. Evaluation of the Facility Manager. An unsatisfactory O&M
Contractor evaluation may be cause for dismissal of the Facility
Manager.
3. Determination of qualification of the Contractor for cost
savings sharing, should a cost savings sharing program exist.
