Engineering, Procurement and Construction Contract



 Engineering, Procurement and Construction Contract 
 Between 
 QUAKER CHEMICAL CORPORATION 
 - and - 
 FMC TECHNOLOGIES, INC. 

Effective Date: May 14, 2008 
  

 EPC Contract 








 TABLE OF CONTENTS 
  


			
	 Introduction:
	  	1
		
	 ARTICLE 1 - Definitions and Appendices
	  	1
		
	 ARTICLE 2 - Interpretation and Order of Precedence
	  	8
		
	 ARTICLE 3 - Scope of Work
	  	9
		
	 ARTICLE 4 - General Requirements of the Work
	  	9
		
	 ARTICLE 5 - Engineering Services
	  	12
		
	 ARTICLE 6 - Owner’s Specified Materials
	  	13
		
	 ARTICLE 7 - Procurement Services
	  	14
		
	 ARTICLE 8 - Construction Work
	  	14
		
	 ARTICLE 9 - Commissioning
	  	14
		
	 ARTICLE 10 - Contractor’s Obligations and Representations
	  	14
		
	 ARTICLE 11 - Contract Time
	  	16
		
	 ARTICLE 12 - Payment
	  	16
		
	 ARTICLE 13 -Changes
	  	16
		
	 ARTICLE 14 - Personnel
	  	18
		
	 ARTICLE 15 - Key Personnel
	  	18
		
	 ARTICLE 16 - Subcontracts and Assignment
	  	19
		
	 ARTICLE 17 - Inspection and Testing
	  	20
		
	 ARTICLE 18 - Performance Tests
	  	22
		
	 ARTICLE 19 - Functional Completion
	  	23
		
	 ARTICLE 20 - Final Completion
	  	25
		
	 ARTICLE 21 - Liquidated Damages
	  	26
		
	 ARTICLE 22 - Incentive Fee
	  	26
		
	 ARTICLE 23 - Warranty
	  	26
		
	 ARTICLE 24 - Compliance with Law
	  	27
		
	 ARTICLE 25 - Safety and Loss Management
	  	27
		
	 ARTICLE 26 - Work Area and Clean Up
	  	28
		
	 ARTICLE 27 - Title and Responsibility
	  	28

  


					
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	 ARTICLE 28 - Patents and Licenses
	  	29
		
	 ARTICLE 29 - Confidential Information and Publicity
	  	30
		
	 ARTICLE 30 - Proprietary Information
	  	31
		
	 ARTICLE 31 - Force Majeure
	  	31
		
	 ARTICLE 32 – Delays
	  	32
		
	 ARTICLE 33 - Delays not Caused by the Contractor
	  	32
		
	 ARTICLE 34 – Suspension
	  	33
		
	 ARTICLE 35 - Termination for Convenience
	  	34
		
	 ARTICLE 36 - Termination for Cause
	  	35
		
	 ARTICLE 37 – Taxes
	  	37
		
	 ARTICLE 38 - Intentionally Omitted
	  	37
		
	 ARTICLE 39 – Liens
	  	37
		
	 ARTICLE 40 – Survival
	  	38
		
	 ARTICLE 41 - Liability and Indemnity for Third Party Claims
	  	38
		
	 ARTICLE 42 - Liability and Indemnity
	  	39
		
	 ARTICLE 43 - Insurance Provided by Contractor
	  	40
		
	 ARTICLE 44 - Insurance Provided by Owner
	  	42
		
	 ARTICLE 45 - Independent Contractor
	  	43
		
	 ARTICLE 46 - Conflict of Interest
	  	43
		
	 ARTICLE 47 - Audit Access
	  	43
		
	 ARTICLE 48 - Representatives and Notices
	  	44
		
	 ARTICLE 49 - General
	  	45

 ADDENDA 
  

	
	 Appendix A – Scope of Work

	 Appendix B – Compensation

	 Appendix C – Work Site

	 Appendix D – Warranty Items Procedure

	 Appendix E – Liquidated Damages

	 Appendix F – Incentive Fee

	 Appendix G – Forms

	 Appendix H – Dispute Resolution Procedure


  


					
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 Appendix 1 – Key personnel 
  


					
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 Engineering, Procurement and Construction Contract 
 This Contract is made effective this 14th day of May, 2008 
 Between 
 QUAKER CHEMICAL CORPORATION 
 - and - 
 FMC TECHNOLOGIES, INC. 
 Introduction: 
 A. The Contractor has agreed to perform the Work for the Owner as set out in this Contract, on the terms and conditions set forth in this
Contract; 
 IN CONSIDERATION of the mutual covenants and conditions contained herein, the parties agree as follows: 
 ARTICLE 1 - Definitions and Appendices 
  

	1.1	The following terms, wherever capitalized and italicized in the Contract, or in any document produced pursuant to the terms of the Contract, shall have the following
meanings: 

  

	 	(a)	Appendix or Appendices, as the case may be, means one or more of the schedules attached to and incorporated in this Contract as set forth in Section 1.2;


  

	 	(b)	As-Built Drawings means the controlled and complete set of documents upon which the Contractor records each and every instance of differences between the Work
as executed and the Work as designed and depicted in the documents issued by the Contractor for Construction Work; 

  

	 	(c)	Change means any change in, addition to, or deletion from the Scope of Work, Owner’s Specified Materials, the Milestones, or the Contract Time that
is effected by a Change Directive, Change Order or Change Quotation that has been approved in writing by Owner; 

  

	 	(d)	Change Directive means a written instruction from the Owner directing a Change; 

  

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	 	(e)	Change Order means a written order signed by both the Contractor and the Owner authorizing a Change; 

  

	 	(f)	Change Quotation means a written quotation from the Contractor for an adjustment in the Contract Time, Milestones or the Compensation, or both;


  

	 	(g)	Commencement Date means the date that the Work is to commence, which is May 14, 2008; 

  

	 	(h)	Commissioning after Functional Completion means those commissioning duties of the Owner and of the Contractor that shall take place after Functional
Completion and which are described in the Scope of Work and allocated to either the Owner or the Contractor; 

  

	 	(i)	Commissioning before Functional Completion means those commissioning duties of the Owner and of the Contractor that shall take place before Functional
Completion and which are described in the Scope of Work and allocated to either the Owner or the Contractor; 

  

	 	(j)	Compensation means the compensation which the Owner shall pay for performance of the Work in accordance with Appendix B – Compensation;


  

	 	(k)	Confidential Information means all information relating to the Work and any process or technology relating thereto, and information relating to the nature of the
Contractor’s and the Owner’s business and affairs, which either party directly or indirectly receives or acquires (or previously received or acquired) from the other party, or the other party’s representative, either in
writing or verbally, including information in the Contract, or through observation of the Owner’s Site, the Work Site, the Work or work performed by Other Contractors, except information falling into any one
or more of the following categories: 

  

	 	(i)	information which the disclosing party can show was in its possession on a non-confidential basis before receipt or acquisition of the information from the other party;


  

	 	(ii)	information which is lawfully in the public domain at the time of the disclosing party’s receipt or acquisition of the information from the other party, other than from the
Scope of Work or through the process of proposal calls or performing the Work; 

  

	 	(iii)	information which, after the disclosing party’s receipt or acquisition of the information from the other party, becomes part of the public domain through no act of the
disclosing party or of any third party under an obligation of confidence with respect to such information, but only after such information becomes part of the public domain; or 

  

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	 	(iv)	information which, after receipt or acquisition of the information from the other party, is lawfully obtained by the disclosing party from a third party, but only after such
information is so received or acquired, and provided such third party is under no obligation of confidence with respect to such information. 

  

	 	(l)	Construction Work means delivery, fabrication, assembly, construction, testing, commissioning and correction, including professional and technical personnel, labor,
supervision, administration, materials, transportation, supplies, tools, equipment, and such other work and materials necessary to be performed or supplied to meet the requirements of the Contract, including any work which is not expressly
described in the Contract but which is nevertheless necessary for the proper execution of the Work, but does not include Engineering Services or Procurement Services; 

  

	 	(m)	Contemplated Change Notice means a written notice from the Owner advising the Contractor that the Owner is contemplating a Change;


  

	 	(n)	Contract means: 

  

	 	(i)	this Engineering, Procurement and Construction Contract; 

  

	 	(ii)	Change Orders; 

  

	 	(iii)	Execution Plan; and 

  

	 	(iv)	other documents which come into existence and are incorporated into the Contract pursuant to the terms of this Contract; 

  

	 	(o)	Contract Time means the period of time from the Commencement Date to the Scheduled Functional Completion Date; 

  

	 	(p)	Contractor means FMC Technologies, Inc.; 

  

	 	(q)	Contractor’s Representative means that person identified as such in Section 48.2, or an approved replacement; 

  

	 	(r)	Deficiency means any portion of the Work that has not been performed in accordance with the Scope of Work, the Contract or the Law;


  

	 	(s)	Engineering Services means those services described in the Scope of Work and provided by the Contractor for the design, planning and engineering of the
Project, but does not include Construction Work or Procurement Services; 

  

	 	(t)	 Event of Force Majeure means any occurrence, other than the financial capability of a party or an event constituting a delay under Article 32 - Delays or
Article 33 - Delays not Caused by the Contractor, which prevents or delays a party 



  

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from performing its obligations under the Contract (except an obligation to pay any amount) within the time required for the performance of such
obligation and which is beyond the control and without the fault or negligence of the party relying on such occurrence, and which by the exercise of reasonable diligence that party could not, at the time the Contract was executed, have
reasonably contemplated happening and which at the time of such occurrence, is beyond the reasonable control of the party required by the Contract to perform such obligation and such party is unable to reasonably prevent or provide against
such occurrence. In no event shall weather conditions be deemed to be an Event of Force Majeure unless such weather conditions are abnormal and exceed the normally expected inclement weather in the area of the Project based on a
15-year moving average of climate data maintained by the National Atmospheric and Oceanic Administration; 


  

	 	(u)	Execution Plan means the schedule developed by the Contractor and approved by the Owner for the Work in accordance with Section 4.2 and which shall be
updated from time to time as may be required by the Owner and which shall include, but not be limited to: 

  

	 	(i)	the sequences and methods for the performance of the Work; and 

  

	 	(ii)	a detailed schedule with dates for the completion of Milestones; 

  

	 	(v)	Facilities means the physical works engineered, procured and constructed as a result of the Work being performed; 

  

	 	(w)	Final Completion Notice means that notice in the form contained in Appendix G – Forms issued by the Owner to the Contractor pursuant to Section 20.2
certifying completion and acceptance of the Work under the Contract; 

  

	 	(x)	Functional Completion means that date when the Work: 

  

	 	(i)	has passed the required Performance Tests that are stipulated in the Scope of Work to be performed before Functional Completion; and 


 

	 	(ii)	is certified by the Owner’s Representative pursuant to Article 19 as being complete or ready to be put into service, or being used for the purpose intended and a
Functional Completion Certificate is issued; and 

  

	 	(iii)	only non-critical punch list items remain to be completed by the Contractor. Non-critical punch list items are items that do not measurably affect safety, protection of the
environment, efficiency or quality. 

  

	 	(y)	Functional Completion Certificate means that notice, in the form attached hereto as Appendix G – Forms, issued by the Owner to the Contractor pursuant to
Article 19, certifying achievement of Functional Completion of the Work and identifying the date that the Owner takes over the Work. 

  

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	 	(z)	Goods means any goods, supplies, materials or equipment required as part of the Work, or to perform the Work, and which are supplied or fabricated by the
Contractor, but do not include Procured Goods; 

  

	 	(aa)	Hazardous Material means any substances which are hazardous to persons, animals, property or the environment and includes hazardous substances, hazardous waste, ozone
depleting substances and dangerous goods, all as identified or defined under applicable law. 

  

	 	(bb)	Incentive Fee means that fee that shall be paid by the Owner to the Contractor, if applicable, and which is set out in Appendix F – Incentive Fee;


  

	 	(cc)	Inspection and Test Plan means the plan for inspection and testing, which shall be prepared by either the Owner or the Contractor as specified in the Scope
of Work; 

  

	 	(dd)	Key Personnel means the Contractor’s key personnel for the Work identified in Appendix I – Key Personnel , or if not determined before the execution
of this Contract, identified in an organizational chart in accordance with Article 15 - Key Personnel and approved by the Owner; 

  

	 	(ee)	Law means the common law, the law of equity and all federal or state statutes or municipal by-laws and all regulations, orders, directives, permits and licenses thereunder,
which apply to or otherwise affect the Work, the Owner or the Contractor with respect to the Work, or the property of the Owner or the Contractor, real or personal, including, but not limited to, all
environmental, occupational, health and safety laws; 

  

	 	(ee*)	Leased Equipment means those items of equipment identified in Schedule 1 to Appendix B and which will leased by Owner. Owner will perform certain inspection and acceptance
activities for the lessor of the equipment, but only in a role as the representative of the lessor. 

  

	 	(ff)	Liquidated Damages means those damages agreed by the parties to be a genuine pre-estimate of damages in the event the Performance Guarantees are not met or the Work
is not completed in the Contract Time and which are set out in Appendix E– Liquidated Damages; 

  

	 	(gg)	Milestone or Milestones means, as the case may be, one or more milestones that the Contractor must meet as set forth in the Scope of Work;


  

	 	(hh)	Other Contractors means the contractors, consultants, or engineers retained by the Owner, to perform any work or services at, or related to, the Owner’s
Site, other than the Contractor; 

  

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	 	(ii)	Owner means the owner of the Project, Quaker Chemical Corporation; 

  

	 	(jj)	Owner’s Representative means that person identified as such in Section 48.1 which may include a consultant hired by the Owner, if so designated, or that
person’s designated replacement; 

  

	 	(kk)	Scope of Work means the description of the scope, standards, design criteria, Performance Guarantees, Milestones and the schedule of work set out in Appendix
A–Scope of Work, as amended by any Changes; 

  

	 	(ll)	Owner’s Site means the Owner’s land upon which the Work Site is located and which may have on it other projects by Other Contractors or
existing facilities, activities or operations; 

  

	 	(mm)	Owner’s Specified Materials means those materials, goods, products, processes, and equipment specified in Section 3 of the Scope of Work to be used in, or to
be incorporated into, the Work by the Contractor; 

  

	 	(nn)	Performance Guarantees means the performance guarantees set out in the Scope of Work; 

  

	 	(oo)	Performance Tests mean the performance tests set out in the Scope of Work for the purpose of determining achievement of the Performance Guarantees for the
Work, and such other tests as may be agreed between the Owner and Contractor in order to compare actual performance of the Work with the Performance Guarantees; 

  

	 	(pp)	Intentionally omitted. 

  

	 	(qq)	Procured Goods means those goods, supplies, materials or equipment obtained by the Contractor for incorporation in, or to perform, the Construction Work, and
procured by the Contractor as part of its Procurement Services; 

  

	 	(rr)	Procurement Services means the procurement of Procured Goods performed by the Contractor, for its own account, as stipulated in the Scope of Work;


  

	 	(ss)	Project means the Middletown Plant Expansion Turnkey Project; 

  

	 	(tt)	Proprietary Information means all inventions, discoveries, improvements and technical information not in the public domain, which the Contractor, Subcontractors, or
their respective employees or agents who are performing the Work, may conceive of, reduce to practice or develop during the Contract Time or within 12 months thereafter, as a result of Confidential Information;


  

	 	(uu)	Records means the books, statements, records and accounts pertaining to the Contract and the performance of the Work, whether in paper or electronic form;


  

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	 	(vv)	Safety Plan means the plan, as prepared by the Contractor and approved by the Owner, to be enforced by the Contractor with regard to all Work
performed at the Work Site.; 

  

	 	(ww)	Scheduled Functional Completion Date means the date on which the Work is scheduled to achieve Functional Completion, which is 15 months after the
Commencement Date; 

  

	 	(xx)	Subcontractors means any subcontractors, consultants, suppliers or vendors hired by the Contractor to perform any portion of the Work or supply any
Goods; 

  

	 	(yy)	Suspended Work means any Work, or portion thereof, which the Owner has suspended pursuant to Article 34 - Suspension; 

  

	 	(zz)	System means any component system of the Work, or any part thereof as the context requires; 

  

	 	(aaa)	Warranty Item means any Deficiency that is identified after the Functional Completion Certificate is issued or is incorporated into the Functional Completion
Certificate to be remedied after Functional Completion; 

  

	 	(bbb)	Warranty Period commences on the date of Functional Completion of the Work, and continues for 12 months from the date of Functional Completion as stated
in the Functional Completion Certificate; 

  

	 	(ccc)	Work means all Engineering Services, project management, Procurement Services, Goods, Procured Goods, Construction Work and those duties
allocated to the Contractor in the Commissioning before Functional Completion and Commissioning after Functional Completion, as may be necessary to fulfill the Scope of Work and includes anything that is ancillary or necessary
by implication to fulfill the Scope of Work; 

  

	 	(ddd)	Work Day means any day, except for a Saturday, Sunday, a federal holiday or a holiday which is regularly observed in the construction industry in Middletown, Ohio, or defined
as a holiday in a collective agreement pertaining to the Work Site; and 

  

	 	(eee)	Work Site means those lands where the Project is located and which are generally depicted on Appendix C. 

  

	1.2	The following schedules attached hereto shall form part of and are incorporated in this Contract: 

  

					
	(a)	 	Appendix A	 	– Scope of Work
	(b)	 	Appendix B	 	– Compensation
	(c)	 	Appendix C	 	– Work Site
	(d)	 	Appendix D	 	– Warranty Items Procedure

  

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	(e)	 	Appendix E	 	– Liquidated Damages
	(f)	 	Appendix F	 	– Incentive Fee
	(g)	 	Appendix G	 	– Forms
		 		 	– Key Employee Confidentiality, Proprietary Information and Consent Agreement
		 		 	– Change Order
		 		 	– Functional Completion Notice
		 		 	– Final Completion Notice
		 		 	– Release and Certificate of Final Payment
		 		 	– Statutory Declaration
	(h)	 	Appendix H	 	– Dispute Resolution Procedure
	(i)	 	Appendix I	 	– Key Personnel

 ARTICLE 2 - Interpretation and Order of Precedence 
  

	2.1	Unless the context otherwise requires, words importing the singular shall include the plural and vice-versa and words importing gender shall include the masculine, feminine and
neuter genders. 

  

	2.2	The headings and sub-headings of the Contract are used for convenience and ease of reference only and in no way define, limit, describe or interpret the scope or intent of
the Contract. 

  

	2.3	If there is a conflict in the Contract, the order of precedence of documents, from highest to lowest, shall be: 

  

	 	(a)	this Engineering, Procurement and Construction Agreement, including the Appendices; 

  

	 	(b)	Change Orders; 

  

	2.4	The following shall, in all instances, apply: 

  

	 	(a)	for documents revised by either party and approved by the Owner, the latest revision shall govern; 

  

	 	(b)	figured dimensions on drawings shall govern, even though they may differ from scaled dimensions; 

  

	 	(c)	drawings of larger scale shall govern over those of smaller scale of the same date; and 

  

	 	(d)	specifications shall govern over drawings regardless of time. 

  

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	2.5	Wherever this Contract requires an action to be performed or an obligation to be undertaken, such action or obligation shall be performed in a reasonable manner by the party
taking the action or fulfilling its obligation. 

 ARTICLE 3 - Scope of Work 
  

	3.1	The Scope of Work describes the scope of the Work. 

  

	3.2	The Scope of Work shall specify the requirements of the Safety Plan and identify the party, or parties, responsible for the development and implementation of the
Safety Plan. 

 ARTICLE 4 - General Requirements of the Work 
  

	4.1	The scope of the Work includes correction of defects and deficiencies by the Contractor in accordance with the Contract. 

  

	4.2	Set forth in the Scope of Work is an Execution Plan for the performance of the Work required under the Contract. The Contractor shall control the
progress of the Work to achieve compliance with the Execution Plan. 

  

	4.3	In the execution of the Work the Contractor shall comply with, and the completed Work shall comply with, the Law, including, without limitation,
applicable building codes, technical standards, building construction and environmental regulations and the standards specified in the Contract. 

  

	4.4	References in the Contract to applicable codes, standards or regulations shall be understood to be references to the edition applicable on the date of the Contract,
unless stated otherwise. If substantially changed or new applicable codes, standards or regulations come into force after the date of the Contract, the Contractor shall submit a Change Quotation for compliance to those new
codes, standards or regulations to the Owner’s Representative. Any Change in the Work, the Contract Time or the Compensation as a result shall be dealt with under Article 13 - Changes.


  

	4.5	The Contractor accepts the Owner’s Site, the Work Site and the obligation to perform the Work in the condition existing at the effective date of
this Contract and acknowledges that it has investigated and satisfied itself as to: 

  

	 	(a)	the nature of the Work; 

  

	 	(b)	the location of and all conditions relating to the Owner’s Site and the Work Site, including, but not limited to, accessibility, general character, surface
conditions, utilities, roads, uncertainties of seasonal weather and all other physical, topographical and geographical conditions but excluding subsurface or other physical conditions not disclosed by the Owner or specified in the Scope of
Work; 

  

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	 	(c)	environmental risks resulting from the Work, Law and restrictions applicable to the Contractor or the Work that may affect the Work; and


  

	 	(d)	the magnitude of the Work. 

  

	4.6	The Contractor accepts the obligation to perform the Work in accordance with the terms of this Contract for the Compensation and within the Contract
Time, and acknowledges that it has investigated and accepts: 

  

	 	(a)	the character, quality, quantity and availability of equipment and materials required to execute and complete the Work for the Compensation and within the Contract
Time; and 

  

	 	(b)	all conditions affecting labor, including, without limitation, availability, productivity and administrative practices, including those relating to safety, prevailing at or
applicable to the Work. 

  

	4.7	To the extent diligent and reasonable inquiry would lead to discovery, failure by the Contractor to discover matters which affect, or could affect, the Work shall not
relieve the Contractor from its obligations under the Contract or otherwise affect the Contract Time or the Compensation. 

  

	4.8	The Owner reserves the right to award separate contracts to Other Contractors for work to be performed at the Work Site and to perform work with its own forces
at the Work Site. In such event, the Contractor shall co-ordinate and schedule the Work with the work of the Other Contractors and the Owner’s own forces, and the Contractor shall share access to and
use of the Work Site to accommodate the work of Other Contractors. If work performed by Other Contractors or Owner’s own forces as directed by the Owner materially interferes with the Work performed by
the Contractor, the Contractor may issue a Change Quotation in accordance with Section 13.7. 

  

	4.9	The Contractor shall co-operate fully with the Owner, Other Contractors and all other parties with whom the Contractor or Owner may be involved during
the performance of the Work. The Contractor shall supervise its employees and Subcontractors and inspect their work to ensure that the Work conforms in each and every respect to the Scope of Work and in accordance
with Section 10.1. 

  

	4.10	Approval of the Engineering Services, acceptance of any part of the Goods, Procured Goods or the Construction Work by the Owner, or payment to the
Contractor, or any one or more of them, shall not relieve the Contractor from its responsibilities under the Contract, whether pursuant to any of the warranties or guarantees herein, or otherwise. 

  

	4.11	The Contractor shall provide the Owner with written reports detailing the status of the Work and all issues relating to the Work, promptly upon the
reasonable request of the Owner, and shall attend meetings as required by the Contract, or as otherwise requested by the Owner’s Representative. 

  

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	4.12	The Contractor shall have those responsibilities for managing the Work as stipulated in the Scope of Work or elsewhere in this Contract, including, but
not limited to: 

  

	 	(a)	cost monitoring, scheduling and reporting to the Owner; 

  

	 	(b)	scheduling the Work and monitoring and reporting on the progress of the Work relative to the Milestones to the Owner; 

  

	 	(c)	coordination, scheduling and supervision of Subcontractors; 

  

	 	(d)	coordination and management of transportation and related services for the Work; 

  

	 	(e)	management of the Work to ensure the Work is performed in an efficient and coordinated manner; and 

  

	 	(f)	preparation of reports and attendance at meetings with the Owner. 

  

	4.13	The Contractor shall ensure that no activities or actions are undertaken in the performance of the Work, or otherwise by the Contractor, which would adversely
affect, restrict or limit in any way the continued operation of the Owner’s facilities which are in operation, unless required to perform the Work, done in accordance with the Execution Plan, authorized in writing by the
Owner’s Representative. 

  

	4.14	In the performance of the Work, the Contractor shall give due consideration to the interest and property of others wherever involved, and shall carry out and perform
the Work in a reasonable manner which shall cause the minimum of inconvenience, injury, and damage to others. 

  

	4.15	The Owner shall provide and the Contractor shall abide by all documents provided by the Owner relating to the Owner’s Site, including, but not
limited to, any special restrictions and conditions contained in any easement, regulatory board order, crossing agreement, or other permit relating to the Work Site. 

  

	4.16	Each of the parties shall promptly and fully inform each other of any errors, omissions or inconsistencies in the Contract, defects or deficiencies in the Work and of
any inconsistencies between the Contract and the Law, of which they become aware. The Contractor shall exercise reasonable care and diligence to prevent any actions or conditions which could result in any such inconsistencies,
defect or deficiencies. . If the Contractor discovers any inconsistencies in the Contract, or between the Contract and the Law, or discovers any defects or deficiencies in the Work, and proceeds without resolution
with the Owner, the Contractor shall proceed at the Contractor’s own risk and expense and waives all rights to claim against the Owner for the same. 

  

	4.17	All documents and drawings prepared as part of the Work shall be in English. 

  

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 ARTICLE 5 - Engineering Services 
  

	5.1	The Contractor shall perform the Engineering Services and be responsible for the design and engineering necessary to execute the Work. The Engineering
Services shall be prepared under the supervision of the Contractor’s engineers. The Contractor’s responsibilities in this section 5.1 shall not apply to the selection of the sizes and/or quantities of the materials
designated in the Scope of Work as Owner’s Specified Materials or the conceptual design of the Project as shown on Attachment 7.1 to the Scope of Work. 

  

	5.2	The engineers referred to in Section 5.1 shall be available to meet with the Owner’s Representative at all reasonable times during the Contract Time and
Warranty Period. 

  

	5.3	The Owner shall have the right of inspection and review of the design drawings and specifications at all reasonable times. No inspection, or failure to inspect, by the
Owner shall relieve the Contractor of the Contractor’s obligations under the Contract. The Contractor shall provide to the Owner for Owner’s written approval design documents sufficient to
establish the size, quality and character of the Project; its architectural, structural, mechanical and electrical systems; and the materials and such other elements of the Project to the extent required by the Scope of Work.
Deviations, if any, from the Scope of Work shall be expressly disclosed in writing by the Contractor to the Owner. Upon the Owner’s written approval of the design documents submitted by the Contractor, the
Contractor shall provide construction documents for review and written approval by the Owner (the “Construction Documents”). The Construction Documents shall set forth in detail the requirements for construction
of the Project. The Construction Documents shall include plans, drawings and specifications that establish the quality levels of materials and systems required. Deviations, if any, from the Scope of Work or the previously
approved design documents shall be expressly disclosed in writing by the Contractor to the Owner. Construction Documents may include drawings, specifications, and other documents and electronic data setting forth in detail the
requirements for construction of the Work. Upon completion and approval by Owner, the Construction Documents shall be deemed to be part of the Scope of Work. 

  

	5.4	Prior to commencement of the Performance Tests, the Contractor shall prepare, and submit to the Owner’s Representative, operation and maintenance manuals
in accordance with the Scope of Work. The Work shall not be considered to be completed for the purposes of achieving Functional Completion until such operation and maintenance manuals have been submitted to the Owner’s
Representative. 

  

	5.5	The Contractor shall: 

  

	 	(a)	prepare, and keep up-to-date, the As-Built Drawings; 

  

	 	(b)	record the exact locations of each of these differences, sizes and details of the Construction Work as executed, with cross-references to relevant specifications and other
requirements on the As-Built Drawings 

  

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	 	(c)	keep the As-Built Drawings on the Work Site; 

  

	 	(d)	during the Contract Time, provide the Owner with access to the As-Built Drawings; and 

  

	 	(e)	upon completion of the Work, submit the As-Built Drawings and copies (including paper and electronic versions) to the Owner’s Representative in accordance
with the Scope of Work. 

  

	5.6	The preparation and delivery to Owner of As-Built Drawings shall not relieve Contractor of responsibility for any differences or deviations between the Work as constructed and the
requirements of the Scope of Work, the Construction Documents and the plans and specifications that have not been accepted and approved in writing by Owner. 

 ARTICLE 6 - Owner’s Specified Materials 
  

	6.1	Where the Scope of Work directs the Contractor to use the Owner’s Specified Materials, the Contractor shall review the Owner’s Specified
Materials to determine whether such materials are acceptable to meet the Engineering Services and Construction Work and can be made available for procurement without interfering with the achievement of the Milestones.


  

	6.2	If the Contractor determines that the Owner’s Specified Materials are acceptable for the Work, then the Owner’s Specified Materials shall be
used and incorporated in the Work in the same manner as those materials and pieces of equipment proposed by the Contractor and the Contractor shall take responsibility for the Owner’s Specified Materials and all
warranty provisions that apply thereto; or 

  

	6.3	If the Contractor determines that the Owner’s Specified Materials are not acceptable for the Work, then the Contractor shall give notice to the
Owner that the Owner’s Specified Materials are not suitable for the Work, which notice will provide details of the reasons why the Owner’s Specified Materials are not acceptable for use or incorporation into the
Work. 

  

	6.4	Where the Contractor has provided notice to the Owner that the Owner’s Specified Materials are not acceptable for the Work, the Owner shall
promptly notify the Contractor of the Owner’s decision as to whether or not to include the Owner’s Specified Materials in the Work. 

  

	6.5	If the Owner chooses to direct the Contractor to use the Owner’s Specified Materials after the Contractor has notified the Owner that the
Owner’s Specified Materials are not acceptable for the Work, then the Owner shall take full responsibility for the Owner’s Specified Materials, including any warranty claims and damages, including failure to
achieve Functional Completion, that may occur from the use or incorporation of the Owner’s Specified Materials. 

  

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 ARTICLE 7 - Procurement Services 
  

	7.1	As specified in the Scope of Work, the Contractor shall perform the Procurement Services. 

  

	7.2	Where specified in the Scope of Work, the Contractor shall provide Procurement Services using such selected vendor lists specified in the Scope of Work.


  

	7.3	Payment of invoices for Procured Goods shall be made by the Contractor to its suppliers in accordance with the terms established between the Contractor and his
suppliers. Payment on account of Procured Goods to be made by the Owner to the Contractor shall be made when the Procured Goods are delivered and suitably stored at the Work Site for subsequent incorporation in the
Work, in accordance with Appendix B. 

 ARTICLE 8 - Construction Work 
  

	8.1	The Contractor shall perform the Construction Work in accordance with the Construction Documents and the Contract. 

  

	8.2	Except for those materials, services and equipment to be provided by the Owner and described in Appendix A–Scope of Work, the Contractor shall supply or cause to
be supplied all services, equipment and materials required for the proper execution and completion of the Construction Work. 

  

	8.3	The Contractor shall take full responsibility for the adequacy, stability and safety of the Work and the Work Site operations under its control, of all methods
of construction and of all of the Construction Work, unless the Contractor has received written instructions from the Owner’s Representative absolving the Contractor of responsibility. 

 ARTICLE 9 - Commissioning 
  

	9.1	The duties of the Owner and of the Contractor in relation to Commissioning before Functional Completion and Commissioning after Functional Completion,
together with the Milestones to be reached for commissioning, are as set out in the Scope of Work. 

 ARTICLE 10 -
Contractor’s Obligations and Representations 
  

	10.1	The Contractor shall: 

  

	 	(a)	perform the Work in a professional, efficient and workmanlike manner, using only qualified, skilful and careful workers, in strict accordance with the Contract and in
accordance with sound and currently accepted design, engineering, procurement, construction and commissioning practices normally employed in industrial construction similar to the Work; 

  

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	 	(b)	perform the Work in a safe and environmentally sound manner and in compliance with the Law; 

  

	 	(c)	ensure that the title to any and all Goods and Procured Goods shall, upon transfer of title to the Owner, be free from any and all claims, liens, charges,
encumbrances or security interests of any kind whatsoever; 

  

	 	(d)	ensure equipment and materials furnished, manufactured or fabricated by the Contractor, or its Subcontractors, for incorporation into the Work, shall:


  

	 	(i)	meet the specifications in the Contract, if so specified, and if not specified then be of the quality best suited for the required operating conditions and intended use and
purpose of the materials and services; and 

  

	 	(ii)	shall be fit for the purpose for which the equipment and materials have been manufactured or fabricated; 

  

	 	(e)	perform the Work to meet the Scope of Work; 

  

	 	(f)	comply with the Contract, including, but not limited to, all time schedules and Milestones set out in, or called for by, the Contract or the Execution Plan; and


  

	 	(g)	ensure the Work shall be fit for its intended purpose as specified in the Scope of Work and successfully completes all inspections and tests under Article 17 and all
Performance Tests under Article 18. 

  

	 	(h)	strictly comply with the requirements of Chapters 4115 and 4582 of the Ohio Revised Code relative to prevailing wages including, without limitation the provisions of Revised Code
Section 4582.37. Contractor shall ensure that all laborers and mechanics employed in connection with the Project are paid at the prevailing rates of wages of laborers and mechanics for the class of work called for by the
Project, which wages shall be determined in accordance with the requirements of Chapter 4115 of the Ohio Revised Code for determination of prevailing wage rates. Contractor further acknowledges and understands that construction of the
Project is deemed to be construction of a public improvement within the meaning of Revised Code Section 4115.03 and that, as a result, the Contractor shall and shall cause all Subcontractors working on the Project to
comply with all applicable requirements of Revised Code Sections 4115.03 to 4115.16 and other Applicable Laws related thereto. Upon request from time to time by the Owner, the Contractor shall promptly deliver to the Owner
evidence satisfactory to the Owner, that Contractor and all Subcontractors have complied with the foregoing requirement. Contractor agrees, at the request of the Owner, that the prevailing wage coordinator required
pursuant to Chapter 4115 in respect of the Project shall be such person or entity as may hereafter be designated by the Butler County Port Authority to perform the duties of wage coordinator. The Contractor specifically represents and
warrants and covenants that neither it, nor any Subcontractor has been or will be included on any list described in Revised Code Section 4115.133. 

  

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	10.2	The Contractor represents and warrants to the Owner that: 

  

	 	(a)	it has the experience, resources, personnel and capability to perform the Work; 

  


	 	(b)	it is duly incorporated and validly existing under the laws of the jurisdiction(s) of its incorporation and is registered to carry on business in the State of Ohio;


  

	 	(c)	it has all required permits, licenses and authorizations necessary to carry on its business; and 

  

	 	(d)	the Contractor has the right to use, employ and incorporate in the Work those things or ideas to which the Contractor gives the Owner a license under
Section 28.2. 

 ARTICLE 11 - Contract Time 
  

	11.1	Subject to any Change Order, the Contractor shall commence the Work on the Commencement Date and shall achieve Functional Completion of all of the
Work by the Scheduled Functional Completion Date. 

  

	11.2	The Contractor shall, unless otherwise provided for in this Contract or altered by any Change Order, perform the Work in accordance with the Execution
Plan. 

  

	11.3	If a party fails to meet its obligations set out in this Contract in a timely manner, the other party may raise the failure of a timely action as provided for in Appendix H
– Dispute Resolution Procedure. Nothing in this Section 11.3 shall limit Owner’s right to receive Liquidated Damages as provided in Appendix E or Owner’s rights under Article 36. 

 ARTICLE 12 - Payment 
  

	12.1	As full and complete compensation for the Work, the Owner shall pay the Contractor the Compensation pursuant to the terms of Appendix B –
Compensation which shall in no event exceed the Compensation payable in accordance with the Contract, as adjusted by any Change Order. 

  

	12.2	The Contractor shall prepare and submit invoices for all Work performed in accordance with Appendix B – Compensation. 

 ARTICLE 13 - Changes 
  

	13.1	The Owner shall have the right, at any time, to make a Change. 

  

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	13.2	When a Change is proposed by the Owner, then the Owner shall provide a Contemplated Change Notice to the Contractor describing the proposed
Change. 

  

	13.3	The Contractor, upon receipt of a Contemplated Change Notice, shall within five (5) Work Days provide the Owner’s Representative with a
Change Quotation which shall include a method of adjustment or an amount of adjustment to the Compensation, if any, and any adjustment in the Contract Time for the proposed Change. 

  

	13.4	Following receipt of a Change Quotation, the Owner shall within five (5) Work Days either agree to the adjustments in the Contract Time and the
Compensation or to the method to be used to determine the adjustments, or give the Contractor notice that the Change Quotation is not acceptable. 

  

	13.5	If the Change Quotation is agreed to, then the Owner shall issue a Change Order recording the Change, which shall be signed by the Owner and the
Contractor. The value of the Work performed as a result of a Change Order shall be included in invoices for payment given by the Contractor in accordance with the terms of payment in Appendix B – Compensation and
shall identify those portions of the invoice charged for the Change Order. 

  

	13.6	If the Owner requests the Contractor to provide a Change Quotation and subsequently elects not to proceed with the Change, the Contractor shall be
reimbursed in accordance with Appendix B – Compensation, or as otherwise agreed between the parties, for its reasonable costs incurred including design and engineering services, and the Owner shall issue a Change Order for these
costs. 

  

	13.7	If, during the performance of the Work, the Contractor is of the reasonable opinion that any written instruction, interpretation, decision or direction from the
Owner should have, but has not, resulted in a Contemplated Change Notice being issued, the Contractor shall give the Owner five (5) Work Days notice with a Change Quotation requesting an adjustment in
Contract Time and the Compensation required. If the Contractor does not issue a Change Quotation within five (5) Work Days after the aforesaid instruction, interpretation, decision or direction is given by the
Owner, then the Contractor shall have no claim for any claim against the Owner attributable to that instruction, interpretation, decision or direction. 

  

	13.8	If the Owner receives a Change Quotation from the Contractor pursuant to Section 13.7, the Owner shall promptly consider the Change Quotation
and immediately issue a Change Order, within three (3) Working Days or advise the Contractor in writing that the Contractor’s request is denied or such Change Quotation shall be deemed denied. To the
extent there is a dispute as to whether the Change Quotation is appropriate, such dispute shall be resolved in accordance with Appendix H – Dispute Resolution Procedure. 

  

	13.9	No modification, addition, deletion or other revision to the Scope of Work shall be binding on either party unless set out in a Change Order, or determined by Appendix
H – Dispute Resolution Procedure. 

  

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	13.10	The Contractor shall include in its Change Quotation all costs and changes in Contract Time reasonably expected to result from a Change including any
impact costs or costs of acceleration. 

  

	13.11	If the Contractor encounters actual subsurface or other concealed physical conditions at the Work Site which are materially different from any representations or
written disclosures (including e-mails) of existing conditions made by Owner or described in the Scope of Work, then the Contractor shall provide notice to the Owner within 5 Work Days of encountering the
conditions and shall allow the Owner the opportunity for inspection before the conditions are further disturbed. If the Contractor fails to provide such notice to the Owner within the specified time then the Contractor
shall have no claim for any additional costs or delays attributable to such subsurface or concealed physical conditions. 

  

	13.12	The Owner shall promptly investigate the conditions described by the Contractor pursuant to Section 13.11 and if the actual conditions encountered by the
Contractor at the Work Site differ materially from the conditions represented or disclosed in writing (including e-mails) by Owner or described in the Scope of Work so as to increase the cost to the Contractor or
impact the Contract Time, then the Owner shall issue a Change Order to cover the increased cost and Contract Time. 

 ARTICLE 14 - Personnel 
  

	14.1	All communications between the Owner and the Contractor and all documents of whatever kind submitted to the Owner by the Contractor and its
Subcontractors shall be in the English language. All of the Contractor’s and the Subcontractors’ personnel that deal with or communicate with the Owner shall be fluent in the English language. All training and
supervision of the Owner’s operating personnel shall be in the English language. 

  

	14.2	The Contractor shall employ, or cause to be employed, only supervisory personnel who are appropriately qualified, trained and experienced in safety, efficiency and quality of
work supervision. 

  

	14.3	At the Owner’s request, the Contractor shall reassign, replace or remove personnel who, in the Owner’s opinion, acting in good faith, negatively
affect the efficiency, safety or Scheduled Functional Completion Date of the Work. 

 ARTICLE 15 - Key Personnel

  

	15.1	If not agreed to before the execution of the Contract, the Contractor shall submit a proposed organizational chart for the Owner’s approval, as part of the
Execution Plan. The organizational chart shall show the Key Personnel and other supervisory and staff personnel who shall be executing the Work, together with their respective job titles and contact information.


  

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	15.2	The Owner shall identify any of the Key Personnel to which the Owner objects within 14 Work Days and if the Owner does not provide the
Contractor with its objections to the Key Personnel, the Owner shall be deemed to have accepted the Key Personnel. 

  

	15.3	If the Owner objects to any of the Key Personnel in accordance with Section 15.2, then the Contractor will promptly prepare a new organizational chart
identifying the Key Personnel for the Owner’s approval. This process shall be repeated until the Owner approves the Key Personnel. 

  

	15.4	Once the Owner has approved the organizational chart identifying the Key Personnel, the Contractor shall within five (5) Work Days arrange for each
of the Key Personnel to complete and execute an agreement in the form of the Key Employee Confidentiality Proprietary Information and Consent Agreement, attached as part of Appendix G–Forms. 

  

	15.5	Subject to Section 15.6, the Contractor shall not, without the Owner’s consent, make any changes to the Key Personnel or an organizational chart that
has been approved by the Owner. 

  

	15.6	If any Key Personnel leave the Contractor’s workforce, the Contractor shall forthwith replace such Key Personnel with personnel possessing those
qualifications necessary for the proper performance of the functions to which assigned. 

 ARTICLE 16 - Subcontracts and Assignment 

  

	16.1	The Contractor has identified in the Scope of Work and in Appendix I its intention to subcontract the performance of specified portions of the Work and/or the
supply of specified equipment and materials and the names of the intended Subcontractors or suppliers . The Owner may for reasonable cause, and acting in good faith, object to the use of a proposed Subcontractor and require the
Contractor to obtain another Subcontractor. Any reviews or approvals by the Owner pursuant to the provisions of this Article or elsewhere in this Contract shall not release or relieve the Contractor of any of its
obligations under this Contract or create any contractual relations between the Owner and any Subcontractor. The Contractor shall require any Subcontractor to agree to be bound by this Contract and to abide
by the Scope of Work for safety and loss management. 

  

	16.2	Prior to the Commencement Date, the Contractor shall provide the Owner’s Representative with a list of the names and addresses of all Subcontractors
and others who the Contractor proposes to perform any part of the Work. The Contractor shall provide the Owner’s Representative with any proposed changes to this list during the Contract Time.


  

	16.3	 The Contractor shall be fully responsible for any part of the Work performed by Subcontractors and for the acts or omissions of
Subcontractors and all persons either directly or indirectly employed by them, to the same extent as the Contractor is for its 



  

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own acts or omissions. Without in any way limiting the Contractor’s obligations pursuant to the provisions of this Article or elsewhere under
this Contract, the Contractor shall secure compliance with and enforce, at its own expense, for the benefit of the Owner, each of the contracts concluded by the Contractor with Subcontractors.



  

	16.4	This Contract shall inure to the benefit of and bind any successor in interest to a party to this Contract. This Contract may not be assigned by either party
without the prior written consent of the other party. Notwithstanding the foregoing, Contractor may assign this Contract to any successor in interest to that portion of Contractor’s business involved in the subject matter
of this Contract, provided, however, that FMC Technologies, Inc. shall remain liable for all obligations of “Contractor” hereunder and shall not be released from such liability as a result of any such assignment.


  

	16.5	The Owner shall not assign this Contract including all rights and obligations hereunder, at any time without the prior agreement of the Contractor, except for
any collateral assignment required in connection with Owner’s financing of the Work. 

  

	16.6	The Contractor shall enforce the warranty obligations of its Subcontractors, and upon the request of the Owner, shall assign any warranty to the Owner.
All contracts between the Contractor and its Subcontractors shall provide that warranties given by the Subcontractor shall be given to both the Contractor and the Owner and the warranties may be enforced by either
the Contractor or the Owner. 

  

	16.7	The Contractor shall request and use its best efforts to obtain for the benefit of the Owner, the best warranties and guarantees that it is possible to secure from its
Subcontractors without impact to cost and, as a minimum, shall obtain and provide to the Owner the warranties required by the Contract. The Contractor shall do all things and provide all assistance reasonably necessary to
enable the Owner to enforce warranties and guarantees provided by its Subcontractors. 

 ARTICLE 17 - Inspection and Testing

  

	17.1	The Inspection and Test Plan shall be prepared by the party specified in the Scope of Work as having responsibility for the preparation of it and shall be followed
when any inspection or testing of the Work is performed. 

  

	17.2	At all times during the progress of the Work, the Owner shall have the right to inspect or witness any part of the Work. 

  

	17.3	The Contractor shall inspect and be solely responsible for the inspection of all workmanship, materials and equipment furnished by itself or its Subcontractors in
respect of the Work, to ensure conformity in each and every respect to the Contract (including, without limitation, the Construction Documents) and the Law and to ensure that good and proper construction practices are
followed and that the Work is performed in a safe and environmentally sound manner. 

  

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	17.4	If the Law requires testing of any part of the Work, the Contractor shall provide the Owner with sufficient advance notice of the arrangements for the
test and shall thereafter conduct the test in compliance with Law. 

  

	17.5	The Contractor shall provide the Owner’s Representative with sufficient advance notice of its readiness for any test and the Owner shall then promptly
witness the test. If the Owner fails to witness the test when scheduled, any re-testing required by the Owner shall constitute a Change. 

  

	17.6	If any portion of the Work is closed or covered by the Contractor without the Owner’s permission and before the Owner has been given the opportunity
to perform or witness a required test, then, if required by the Owner, that portion of the Work shall be opened or uncovered for testing and re-closed or recovered, all at the Contractor’s expense and without increasing the
Contract Time. 

  

	17.7	Any Work which must be tested shall not be considered ready for inspection by the Owner until the Contractor has satisfied itself and notified the
Owner’s Representative, that, in the Contractor’s opinion, that portion of the Work can successfully pass the test. 

  

	17.8	Any inspection, testing or witnessing of any of the Work or tests by the Owner, or omission or failure on the part of the Owner to inspect or test any of the
Work shall not be construed to be an acceptance of any such Work, or as relieving the Contractor of its responsibilities pursuant to the Contract or the Law. 

  

	17.9	The Contractor shall ensure that all tools, equipment, temporary facilities and other items used in accomplishing the Work, whether purchased, rented, manufactured or
fabricated by, or under the direction of the Contractor, or otherwise provided by the Contractor or Subcontractors, are safe, environmentally sound and maintained in good condition, capable of performing their required
functions. In the case of tools, meters and other devices which require calibration, the Contractor shall ensure that such calibration is performed on the frequency recommended by the manufacturer and in accordance with normal industry
practice. 

  

	17.10 	The Owner reserves the right to inspect all tools and equipment brought on to the Work Site at any time during the progress of the Work upon reasonable notice.
The Owner’s Representative may require the Contractor to supply a qualified, independent engineering evaluation or certification that any item in question is suitable for its intended purpose, or to reject any item and require
replacement with a proper and suitable item which is satisfactory to the Owner’s Representative and shall constitute a Change with cost to Owner. If any tool or item of equipment is determined via independent engineering
evaluation or certification to be unsafe, environmentally unsound or incapable of doing the work for which it is intended, then the Contractor shall pay for the cost of the independent evaluation or certification and repair or replace it with
a safe, environmentally sound and suitable tool or item of equipment at the Contractor’s expense. 

  

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	17.11	 The Owner may, at any time during the progress of the Work, conduct additional inspections or tests on any part thereof (in addition to those specified in the
Scope of Work), to determine whether the Work is in accordance with the Scope of Work. Such tests shall be at the sole expense of the Owner except as otherwise set forth in the Scope of Work. If such additional
testing causes a delay in the Scheduled Functional Completion Date, Contractor shall submit to Owner a Change Quotation setting forth the proposed new Scheduled Functional Completion Date in accordance with Section 13.7.


  

	17.12	 The Contractor shall develop and provide to the Owner, for the Owner’s review and approval, an Inspection and Test Plan in time to allow the
Owner to perform the inspections contemplated by this Article 17 – Inspection and Testing. 

 ARTICLE 18 - Performance Tests

  

	18.1	If Performance Tests are specified in the Scope of Work, this Article shall apply. 

  

	18.2	Performance Tests may be stipulated in the Scope of Work to be performed before, after, or both before and after Functional Completion and shall be performed by
that party specified in the Scope of Work. 

  

	18.3	Unless otherwise stipulated in the Scope of Work: 

  

	 	(a)	the Owner shall provide the necessary labor, materials, electricity, fuel, heat, chemicals, disposal of fluids and materials and water for the Performance Tests;


  

	 	(b)	the Contractor shall carry out the Performance Tests in accordance with the manuals provided by the Contractor under Section 5.4; and


  

	 	(c)	the Contractor shall provide such guidance as specified in the Scope of Work during the course of such Performance Tests. 

  

	18.4	When the Contractor considers that the Work, or any System, will pass the Performance Tests, the Contractor shall notify the Owner that the
Contractor may perform the Performance Tests on, or to, the Work or a System. 

  

	18.5	If the Work or a System, or part thereof, passes one or more Performance Tests, the Owner shall promptly give notice acknowledging the success of the
same to the Contractor. Such acknowledgement shall not be deemed to be an acceptance by Owner of the Work or System, or limit or relieve the Contractor of its obligation to achieve Functional Completion of the entirety of
the Work in accordance with Article 19, the Scope of Work or any other provision of this Contract. 

  

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	18.6	If the Work or a System, or part thereof, fails one or more of the Performance Tests, then the Contractor shall: 

  

	 	(a)	prepare a report to the Owner, for the Owner’s approval, proposing the alterations the Contractor will make to the Work or System, or part thereof,
to bring the Work or System to a condition which the Contractor considers will pass the Performance Tests; provided, however, that the Owner’s review and approval of any such proposed alterations shall not limit or relieve
the Contractor of its obligation to bring the Work or System to a condition which actually passes the Performance Test; 

  

	 	(b)	redo or repair the Work or System, or part thereof, and repair any damage to the Work or System caused by the same in failing to meet the Performance Test, to
make such Work or System, or part thereof, ready for a repeat and successful completion of the failed Performance Tests. 

  

	18.7	To the extent the Work or a System, or part thereof, fails to pass one or more Performance Tests solely as a result of actions or omissions by the Owner, the
Owner shall promptly issue a Change Order providing a Change in the Contract Time or the Compensation, or both, as the case may be, to the Contractor for such Performance Tests and the Contractor
shall proceed with its obligations relating to the Performance Tests as set out in the Scope of Work. 

 ARTICLE 19 -
Functional Completion 
  

	19.1	Intentionally omitted. 

  

	19.2	The Contractor may apply by notice to the Owner’s Representative for a Functional Completion Certificate not earlier than 3 days before the Work
will, in the Contractor’s reasonable opinion, be complete and ready for taking over by the Owner. Such notice shall include the Deficiencies which are acknowledged by the Contractor. In no event shall the
Contractor make application for a Functional Completion Certificate until the Work has successfully passed or completed all applicable tests and inspections under the Inspection and Test Plan and any applicable
Performance Tests. 

  

	19.3	After receipt of the Contractor’s application for a Functional Completion Certificate, the Owner’s Representative shall, within 3 days after the
receipt of the same: 

  

	 	(a)	reject the application, giving reasons and specifying the work required to be done by the Contractor, which reasons shall specify (to the extent known to Owner)
Category “A” Deficiencies, related to the Work, and which, if not remedied, will prevent the Owner from commissioning or starting-up the Facilities and thereafter being able to use the same in the manner
contemplated, and the Category “B” Deficiencies, related to the Work, which will not prevent the Owner from commissioning or starting-up the Facilities; or 

  

	 	(b)	 issue the Functional Completion Certificate to the Contractor, stating the date on which the Work was completed in accordance with the
Contract, attaching a list (to the extent known to Owner) of Category “B” Deficiencies, related to the 



  

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Work, and which if not remedied will not prevent the Owner from commissioning or starting-up the Facilities, and the Contractor
shall cease to be liable for, and shall relinquish care, custody and control of, the Facilities from the date of the Functional Completion Certificate and responsibility shall pass to the Owner. 



 

	19.4	If the Owner reasonably determines that the Work does not meet Functional Completion, as set out in this Article 19 or the Scope of Work, the Owner
shall provide a notice to the Contractor as specified in Section 19.3(a) and the Owner’s Representative may: 

  

	 	(a)	order further repetition of Performance Tests specified to be performed before Functional Completion in the Scope of Work, or other tests necessary to determine
Functional Completion; or 

  

	 	(b)	issue a Functional Completion Certificate, in which case, if the Owner so requires, the Compensation shall then be reduced by such amount as may be agreed by
the Owner and the Contractor (in full satisfaction of such failure only), and the Contractor shall then proceed in accordance with the Contractor’s other obligations under the Contract.


  

	19.5	If the Owner’s Representative fails either to issue the Functional Completion Certificate or to reject the Contractor’s properly submitted application
within the period of 3 days, the Functional Completion Certificate shall be deemed to have been issued on the date specified by the Contractor for Functional Completion in the notice in accordance with Section 19.2.


  

	19.6	Where the Contractor’s application for a Functional Completion Certificate is rejected by the Owner in accordance with 19.3(a), the Contractor shall
not re-apply for a Functional Completion Certificate under Section 19.2 until the Category “A” Deficiencies are remedied. 

  

	19.7	The Owner shall not use any part of the Work unless the Owner’s Representative has issued a Functional Completion Certificate for the Work,
or a Functional Completion Certificate has been deemed to have been issued in accordance with Section 19.5. 

  

	19.8	If the Contractor is prevented from carrying out a Performance Test by a cause for which the Owner or one or more Other Contractors are responsible, the
Contractor shall notify the Owner within 48 hours of such delay and if the Contractor is further prevented during the next 48 hours from doing so, the Owner shall issue a Change Order to compensate the
Contractor for a change in Compensation or Contract Time, as may be applicable. 

  

	19.9	After a Functional Completion Certificate is issued, the Owner may continue to identify Deficiencies. Where Deficiencies are identified after issuance of
a Functional Completion Certificate, the procedure for dealing with and resolving such Deficiencies shall be as set forth in Appendix D – Warranty Items Procedure. 

  

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 ARTICLE 20 - Final Completion 
  

	20.1	It is a condition precedent to the issuance of a Final Completion Notice that the Contractor satisfy each of the following requirements: 

  

	 	(a)	the Work has been fully completed in accordance with the terms and conditions of this Contract; 

  

	 	(b)	all Deficiencies with respect to the Work have been remedied to meet the requirements of the Contract; 

  

	 	(c)	all obligations of the Contractor to other parties in relation to the Work, for which the Owner could in any way be held responsible, have been fully satisfied;
and 

  

	 	(d)	the Contractor has delivered to the Owner the following: 

  

	 	(i)	a statutory declaration in the form included in Appendix G–Forms and modified as required to include the following: 

  

	 	(a)	the amount of final sums payable; 

  

	 	(b)	the date the Contractor completed the Work, to evidence the expiration of the term for filing liens. 

  

	 	(ii)	any As-Built Drawings and operations manuals for which the Contractor is responsible; 

  

	 	(iii)	assignments of any warranties provided by manufacturers or suppliers of materials; 

  

	 	(iv)	a Release and Certificate of Final Payment, in the form provided in Appendix G–Forms, releasing all of the Contractor’s claims against the Work and the
Owner arising under or by virtue of this Contract. 

  

	 	(v)	A final lien release from the Contractor and each Subcontractor and material supplier that performed any portion of the Work or supplied any Goods or
Procured Goods in connection with the Work. 

  

	 	(vi)	a final certificate of occupancy for the Project and the Project has passed all other governmental inspections. 

  

	20.2	When conditions precedent set out in Section 20.1 have been met by the Contractor, the Owner shall issue to the Contractor a Final Completion
Notice. 

  

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 ARTICLE 21 - Liquidated Damages 
  

	21.1	Liquidated Damages shall be paid by the Contractor to the Owner in accordance with Appendix E–Liquidated Damages. 

 ARTICLE 22 - Incentive Fee 
  

	22.1	The Incentive Fee shall be paid to the Contractor by the Owner in accordance with Appendix F–Incentive Fee. 

 ARTICLE 23 - Warranty 
  

	23.1	If a defect in the Facilities is discovered during the Warranty Period and if the Owner has notified the Contractor in writing of such Deficiency
no later than 30 days after the expiry of the Warranty Period, the Contractor shall, at its own risk and expense remedy without delay, and in a manner substantially consistent with the original Work, cure such defect;


  

	23.2	The Contractor further warrants any and all corrective actions it performs in respect of defects appearing during the Warranty Period for a period of up to the later
of (i) the end of the original Warranty Period, or (ii) 6 months from completion of the remedial work. 

  

	23.3	The Contractor shall immediately advise the Owner’s Representative of any defects in workmanship, defects, errors, omissions or mistakes in the Work that
it discovers or becomes aware of during the Contract Time or the Warranty Period. 

  

	23.4	The Contractor shall perform its warranty obligations set forth in this Article 23 - Warranty in a manner that keeps disruptions to the Owner’s continued
operations at a minimum. 

  

	23.5	Neither acceptance of the Work by the Owner, nor payment for performance of the Work, shall relieve the Contractor from any responsibility for defects in
the Work. 

  

	23.6	The sole remedy for breach of this warranty is the repair or replacement, at the option of Contractor of the defective Work, including, without limitation, labor to
remove and/or reinstall the Work. 

  

	23.7	Goods which have been subjected to abuse or other improper use will not be entitled to the benefits of any warranty by Contractor. 

  

	23.8	EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT (INCLUDING, WITHOUT LIMITATION, CONTRACTOR’S OBLIGATIONS UNDER SECTION 10.1(d)(ii) ABOVE, THERE ARE NO OTHER WARRANTIES,
STATUTORY, AT LAW, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, WHICH EXTEND BEYOND THE FACE OF THIS AGREEMENT. 

  

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 ARTICLE 24 - Compliance with Law 
  

	24.1	The Contractor shall act in accordance with the Law and with a view to the timely and cost effective completion of the Work in accordance with the
Milestones. 

  

	24.2	Where there is a change in the Law after the effective date of this Contract, the Contractor shall be responsible for ensuring that the Work complies
with the Law, but any time or cost associated with such change shall be to the account of the Owner. If the Contractor considers such change to be a Change, the Contractor may make a claim for such Change
under Section 13.7. 

  

	24.3	The Contractor shall comply with and shall ensure that its employees and agents comply with and shall contractually require its Subcontractors and their respective
employees and agents to comply with all applicable Law in connection with the Work. 

  

	24.4	The Contractor shall obtain from governmental authorities or other third parties, and pay for, those licenses, permits and approvals required by the Law and the
Contract to perform the Work, except those licenses, permits and approvals required with respect to the land-use aspects of the Work to be performed on the Work Site, and except for any licenses, permits and approvals
required by the Contract to be obtained by the Owner as stipulated in Appendix A – Scope of Work. 

 ARTICLE 25 - Safety
and Loss Management 
  

	25.1	The Owner and the Contractor are committed to safety and the application of loss management principles in the conduct of their business. The parties recognize that
excellence in safety and loss management can only be achieved through the active participation of everyone, including Subcontractors and their respective employees, consultants and agents. 

  

	25.2	The Contractor shall have the highest regard for safety, emergency procedures and loss management at all times during the performance of the Work. Accordingly, the
Contractor shall at all times be responsible for safety and loss management in the performance of the Work, including, but not limited to, protecting the employees of the Owner, the Contractor, Other Contractors,
Subcontractors, visitors to the Work Site and the general public from injury or death and protecting the Work Site, the Owner’s property and the property of third parties from loss or damage. Without limiting the
generality of the foregoing, the Contractor shall comply with all safety requirements specified in the Contract. 

  

	25.3	The Contractor shall comply with the Safety Plan. 

  

	25.4	All employees of the Contractor and Subcontractors and all Work Site visitors must successfully complete any of the Owner’s safety orientation
courses and other similar courses stipulated in the Scope of Work before being allowed access to the Work Site, and it shall be the Contractor’s responsibility to ensure that they have done so. 

  

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	25.5	For all Work performed on the Work Site, the Contractor shall have an alcohol and drug policy that is reasonably acceptable to Owner.


 ARTICLE 26 - Work Area and Clean Up 
  

	26.1	The Contractor shall be responsible for keeping all its working and storage areas clean, orderly and secure. 

  

	26.2	The Owner is not responsible for theft, loss or damage to the Contractor’s tools, equipment or materials howsoever caused. 

  

	26.3	The Contractor shall not, and shall ensure that its Subcontractors do not, use, transport, or store Hazardous Material at the Work Site except with the
prior approval of the Owner’s Representative. All Hazardous Material used, transported or stored shall be dealt with in accordance with, and the Contractor shall comply with, the Law and the Contract.


  

	26.4	During the performance of the Work, the Contractor shall comply fully with the Contract and the Owner’s safety and emergency guidelines and publications regarding clean up. The
Contractor shall clean up, remove and dispose of all surplus materials, containers, trash and debris resulting from the Work. Upon completion of the Work, or earlier termination of the Contract, the Contractor shall promptly clean up and remove all
equipment, tools and surplus materials from the Work Site as reasonably specified by the Owner and shall leave the Work Site clean and ready for the Owner’s use and occupancy. 

 ARTICLE 27 - Title and Responsibility 
  

	27.1	Except for any proprietary processes of the Contractor listed in Appendix A - Scope of Work, all of the Work shall belong to the Owner, and accordingly the
Contractor shall have no proprietary right or interest in the Work. The Contractor shall not use, copy or disclose any of the Scope of Work or the Work for any purpose other than performing the Work. Subject
to the foregoing, the Contractor may retain for its own records a copy of the plans and specifications. 

  

	27.2	Notwithstanding Section 27.1, where a technology, process or work method belongs to, or is developed by the Contractor or Subcontractor and is not the result of
Confidential Information provided by the Owner, the proprietary rights to that technology, process or work method shall remain with the Contractor or Subcontractor. Where proprietary rights remain with a party other than
the Owner, then the Owner and its assignees shall, and are hereby granted, the right and irrevocable license without charge to have, retain and use information in respect thereof, for the purpose of the Work and the operation,
repair, maintenance, re-building or renovation of the Work or any portion thereof. 

  

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	27.3	Notwithstanding Section 27.1, or any other provision of the Contract, the Contractor shall be responsible for possession of the Engineering Services until
received by the Owner. If the Engineering Services, or any part thereof is lost, damaged or destroyed prior to receipt by the Owner, then the Engineering Services, or portion thereof, as applicable, shall be promptly
redone and replaced by the Contractor, at its expense, unless the loss, damage, or destruction was caused by the Owner or persons for whom in Law it is responsible. 

  

	27.4	Subject to the Owner’s rights under Section 16.5, the Owner agrees that it shall not: 

  

	 	(a)	sell to third parties the Engineering Services, except as part of the sale of the Project; 

  

	 	(b)	distribute the Engineering Services, to third parties except for the purpose of operating, maintaining, repairing or replacing, re-building or renovating the Owner’s
property encompassing or relating to the Work, or, for the purpose of performing other work directly related to the Work, or for building other facilities, plants or structures of a similar nature or purpose.


  

	27.5	The title to all Work completed or in the course of construction at the Work Site and all Goods, except tools and equipment owned or rented by the Contractor
or Subcontractors and not intended to be incorporated into the Work, shall become the property of the Owner upon payment by the Owner on account thereof. 

  

	27.6	Notwithstanding the provisions of Section 27.5, until the Owner has issued a Final Completion Notice , the Contractor shall retain all risk (including
loss, theft, damage or destruction), but subject to the application of any insurance proceeds maintained by Owner or Contractor on account of any such risk, with respect to and be responsible for: 

  

	 	(a)	all items supplied by the Contractor or its Subcontractors which are to be incorporated into the Work or used in performance of the Work;


  

	 	(b)	all items supplied by the Owner to the Contractor for incorporation into the Work or for use in performing the Work; 

  

	 	(c)	all temporary structures or facilities used in the performance of the Work; and 

  


	 	(d)	any Work completed or in progress. 

  

	27.7	No materials, supplies or equipment incorporated into the Work shall be subject to any general security agreement, chattel mortgage, financing contract or other agreement by
which an interest therein is retained by the seller, or any other party. 

 ARTICLE 28 - Patents and Licenses 
  

	28.1	 The Contractor shall indemnify and save the Owner harmless from all claims costs and demands, including legal fees, arising out of any suits, claims
or demands for patent, trademark, copyright or industrial design infringement pertaining to any 



  

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equipment, machinery, materials, compositions, processes, methods or designs supplied by the Contractor, or its Subcontractors , in the
performance of the Work. The Contractor shall pay all royalties and license fees pertaining to any equipment, machinery, materials, compositions, processes, methods or designs supplied by the Contractor, or its Subcontractors
, in the performance of the Work. 


  

	28.2	The Contractor shall own all right, title and interest in any Project Intellectual Property (as hereinafter defined) that relates to products or services manufactured or
provided by the Contractor The Contractor hereby grants to the Owner an irrevocable, worldwide, non-exclusive license to use any Project Intellectual Property owned by the Contractor, solely for the purpose of the
operation and maintenance but not the manufacture of any equipment provided to the Owner by the Contractor under this Contract. Where software is embedded or accompanies the systems delivered in the Work, a non-exclusive license
is granted to the Owner to govern the access to and use of such software for the limited purpose of operating or using the Work. “Project Intellectual Property” shall mean all Intellectual Property, including, without
limitation, proprietary technical, engineering, and business information, reports, studies, analysis, models, or other similar data and documents that are developed in the performance of any Work under this Contract by Contractor or
its employees, agents or contractors. 

  

	28.3	The rights granted to the Owner by the Contractor under Section 28.2 shall be assignable by the Owner to any party to whom the Owner may transfer
all or part of title to the Work or the Project. 

  

	28.4	The Owner shall be entitled, at its own expense, to participate in or conduct the defense of any claim with respect to which it is entitled to indemnity under
Section 28.1 

 ARTICLE 29 - Confidential Information and Publicity 
  

	29.1	Each party shall keep all Confidential Information in confidence and shall not disclose it to others without the prior approval of the other party. The Contractor
shall not use the Confidential Information, except in performance of the Work. 

  

	29.2	Notwithstanding Section 29.1, the Contractor may disclose Confidential Information to those of its employees, Subcontractors and their respective employees
to whom disclosure is required in order for the Contractor to perform the Work, provided the Contractor shall ensure that its employees and agents comply with, and shall contractually require its Subcontractors and their
respective employees and agents to comply with Section 29.1. 

  

	29.3	The Contractor shall not disclose any of the Scope of Work or the Work to others without the prior approval of the Owner’s Representative, except as
necessary to perform the Work. 

  

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	29.4	Notwithstanding Section 29.1 or Section 29.3, Confidential Information may be disclosed by a party if that party is required to disclose the Confidential
Information as a result of an arbitrator appointed under Appendix H - Dispute Resolution Procedure or an order of a court of competent jurisdiction. If disclosure is required by an arbitrator or an order of a court, the disclosing party shall
provide the other party with immediate notice of such arbitration or court order and shall only disclose the minimum amount of Confidential Information to comply with the arbitration or court order. In addition, notwithstanding anything
herein to the contrary, it is acknowledged that Owner is a publicly traded company; consequently, Owner shall have the absolute and unbridled right to disclose any information regarding the transaction contemplated by this Contract
required by law to satisfy disclosure and reporting obligations of Owner or its affiliates 

  

	29.5	The Contractor shall not use the Owner’s name, or the names of any of its affiliates and the registered or unregistered trademarks of the Owner or its
affiliates in any slogans or otherwise in any advertising or promotional materials or publicity releases, and shall not take, permit to be taken or use any photographs of the Work Site, without the prior approval of the Owner’s
Representative. 

 ARTICLE 30 - Proprietary Information 
  

	30.1	Where proprietary rights remain with a party other than the Owner, the Owner and its assigns, shall have the right, and are hereby granted the right, to have and to
retain a copy for their own use, and to use, any Engineering Services, As-Built Drawings or other information, for the purpose of the Work or the operation, repair, maintenance, replacement, re-building or renovations of the
Facilities. 

  

	30.2	The Contractor shall keep and maintain adequate and current records of all Proprietary Information. 

  

	30.3	Contractor shall keep all Proprietary Information in confidence, shall not use it, or any part of it except in the performance of the Work and shall not
disclose it to others, without the Owner’s prior consent. 

 ARTICLE 31 - Force Majeure 
  

	31.1	Either the Owner or the Contractor may claim that an Event of Force Majeure has taken place, by giving the other party verbal notice within 48 hours of the
Event of Force Majeure, and, in addition, written notice, together with a proposed plan of corrective action to resolve or minimize the effect of the Event of Force Majeure, within 72 hours of the Event of Force Majeure.
Contractor shall be deemed to have waived any claim for adjustments to the Contract Time resulting from an Event of Force Majeure if the aforesaid notice is not timely given to Owner. 

  

	31.2	If the Owner has given a notice of an Event of Force Majeure, or the Owner agrees with a notice of an Event of Force Majeure issued by the Contractor
that the Work or a portion thereof is affected by an Event of Force Majeure, then the Owner shall: 

  

	 	(a)	cause the Contractor to complete the Work, with such time adjustments to the Contract Time as permitted under Section 31.4 below; or


  

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	 	(b)	suspend the Work or any portion thereof in accordance with Article 34 - Suspension; or 

  

	 	(c)	terminate the Contract or any portion thereof in accordance with Section 35.1 and Section 36.6. 

  

	31.3	If the Owner acting reasonably and in good faith does not agree that the Work or any portion of the Work is affected as a result of an Event of Force Majeure
for which the Contractor has given notice under Section 31.1, then the Contractor shall complete the Work in accordance with the Execution Plan 

  

	31.4	Notwithstanding anything to the contrary contained herein, no request for an adjustment to the Contract Time shall be allowed unless the Work is affected as a result
of an Event of Force Majeure for which the Contractor has given notice under Section 31.1 and (a) the delay resulting therefrom increases the overall critical path duration of the schedule in effect at the time of the delay
and (b) the Contractor has used its best efforts to offset such delay by making appropriate changes to the other parts of the schedule. The Contractor shall not be entitled in any circumstances to any adjustments in the
Compensation or any damages or other compensation whatsoever in the event of any delays in the progress of the Work unless such delays were solely caused by Owner. Otherwise Contractor hereby waives any rights to such
adjustments to Compensation or damages and agrees that the sole remedy for delay, if appropriate and warranted under the provisions of this Contract, shall be an extension of the Contract Time. 

 ARTICLE 32 - Delays 
  

	32.1	Except as provided in Article 33 below, if there is any delay in the progress of the Work, or if Contractor fails to complete any portion of the Work within the
time limits set forth in the Execution Plan or fails to complete the Work by the Scheduled Functional Completion Date, then the Contractor shall, at no additional cost to the Owner and without limiting any other rights or
remedies available to Owner hereunder, provide a recovery plan and perform whatever acts are required or reasonably requested by the Owner’s Representative to make up the lost time and to avoid any further delay in the performance
of the Work, including, without limitation, work overtime, and acquire and use any necessary additional labor and equipment. 

 ARTICLE 33 - Delays not Caused by the Contractor 
  

	33.1	If the Contractor is delayed in the performance of the Work solely by an act or omission of the Owner or Other Contractors, contrary to the provisions of
the Contract, then the Contract Time shall be extended for such reasonable time as may be necessary to allow the Contractor to make up the delay and adjustment to Compensation shall be made accordingly. 


 

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	33.2	If the Contractor is delayed in the performance of the Work by an order issued by a court or other public authority having jurisdiction, providing that such order was
not issued as the result of an act or fault of the Contractor or any person employed or engaged by the Contractor directly or indirectly, then the Contract Time shall be extended as agreed by the parties or as resolved under
Appendix H - Dispute Resolution Procedure. 

  

	33.3	No claim for delay and no extension of time on account of delay under this Article 33 shall be made by the Contractor unless notice of claim with a Change Quotation is
given to the Owner not later than 5 Work Days after the commencement of delay, provided however, that in the case of a continuing cause of delay only one notice of claim shall be necessary. 

 ARTICLE 34 - Suspension 
  

	34.1	In addition to any other right that the Owner may have under the Contract or in Law, the Owner may, at any time or times, by notice to the Contractor
specifying the effective date of the suspension, require the Contractor to suspend the Work, or any portion thereof. 

  

	34.2	Upon providing notice under Section 34.1, the Owner shall arrange to immediately discuss with the Contractor the specific requirements of the suspension and
whether or not the Owner anticipates that demobilization, remobilization or idle equipment or personnel will occur as a result of the suspension. 

  

	34.3	Upon receiving notice, the Contractor shall discontinue the Suspended Work, place no further purchase orders or subcontracts with respect to the Suspended Work,
and promptly make reasonable efforts to obtain suspension terms satisfactory to the Owner with respect to all purchase orders, subcontracts, supply contracts and rental agreements related to the Suspended Work. The Contractor
shall continue to perform all other portions of the Work which have not been suspended by the Owner. 

  

	34.4	Where requested by the Owner, the Contractor shall advise the Owner of: 

  

	 	(a)	the number of the Contractor’s personnel made idle by the suspension; 

  

	 	(b)	the labor costs resulting from the Contractor’s, personnel made idle by the suspension; 

  

	 	(c)	transportation costs for the Contractor’s personnel released during the suspension; 

  

	 	(d)	the equipment made idle and associated equipment costs resulting from the suspension; and 

  

	 	(e)	any other costing, labor, material or equipment information relating to the suspension that the Owner may require. 

  

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	34.5	The Owner may at any time authorize resumption of the Suspended Work or any part thereof, by giving the Contractor reasonable notice specifying the part of the
Suspended Work to be resumed and the effective date of such resumption. The Contractor shall resume the Suspended Work on the date and to the extent reasonably specified in the notice. 

  

	34.6	The Contractor shall use its employees, equipment and materials in such manner, and take such other steps as may be necessary or desirable to minimize the costs associated
with the Suspended Work. During the period of Suspended Work, the Contractor shall secure and protect the Suspended Work and all materials and equipment to be used or incorporated therein. 

  

	34.7	In relation to Suspended Work, the Owner shall reimburse the Contractor for those costs, including profit, reasonably incurred by the Contractor as a direct
result of the suspension of the Work in accordance with Appendix B – Compensation. 

  

	34.8	In the event that the Owner, without cause, fails to make payments as described in Appendix B Compensation, the Contractor will have the option, upon twenty
(20) days prior written notice to the Owner, to suspend all Work until the payments have been brought current. 

 ARTICLE
35 - Termination for Convenience 
  

	35.1	In addition to any other rights that the Owner may have under the Contract or in Law, the Owner may, at any time, terminate the Contract, the
Work or any portion thereof by giving notice to the Contractor specifying the Work or portion thereof to be terminated and the effective date of the termination. 

  

	35.2	Upon receipt of a notice under Section 35.1, the Contractor shall discontinue the Work in accordance with the notice, and shall take whatever steps are necessary
or desirable to terminate the Work in a safe, cost effective and timely manner with due consideration to environmental impacts and the mitigation of costs and damages. The Contractor shall continue to perform all other portions of the
Work not terminated, if any, in accordance with the Contract. The Owner shall reimburse the Contractor for those costs reasonably incurred by the Contractor for Work properly executed up to the date of termination,
actual losses incurred by the Contractor as a direct result of the termination of the Contract, the Work, or any portion thereof, and profit on completed Work, but no further damages. 

  

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 ARTICLE 36 - Termination for Cause 
  

	36.1	Without limiting the generality of Section 35.1, the Owner may immediately terminate the Contract by notice to the Contractor in any of the following
circumstances: 

  

	 	(a)	if the Contractor becomes insolvent or makes a general assignment for the benefit of its creditors, enters into a plan of arrangement for the benefit of its creditors or
otherwise acknowledges its insolvency or if a bankruptcy or receiving order is filed or made against the Contractor; 

  

	 	(b)	if an order is made or resolution is passed for the winding up or liquidation of the Contractor; 

  

	 	(c)	if a custodian, receiver, manager or other officer with similar powers is appointed in respect of the Contractor or any of the Contractor’s property;


  

	 	(d)	if the Contractor ceases to carry on business in the ordinary course; and 

  

	 	(e)	if a creditor takes possession of any of the Contractor’s property or if a distress, execution or any similar process is levied or enforced against such property and
remains unsatisfied by the Contractor. 

  

	36.2	Upon receipt of a notice pursuant to Section 36.1, the Contractor shall discontinue the Work in accordance with the notice, and shall take such steps as may be
necessary or desirable to minimize the costs associated with the termination of the Work. 

  

	36.3	In addition to any rights the Owner may have at Law, if the Contractor is in default in carrying out any of the terms, conditions, covenants or obligations of
the Contract, or has made a false representation, declaration or warranty, the Owner may give the Contractor notice of default. 

  

	36.4	Where the Owner gives the Contractor a notice of default pursuant to Section 36.3, the Contractor shall have fifteen (15) Working Days immediately
following receipt of the notice, or such longer time as the Owner determines to be reasonable and has specified in the notice of default or has subsequently agreed upon in writing, to remedy such default. If the Contractor fails to
remedy the default within the aforesaid fifteen (15) Working Days, the Owner may terminate the whole or any part of the Contract. 

  

	36.5	In the event the Contract or any portion of the Work is terminated pursuant to Section 36.1 or Section 36.4: 

  

	 	(a)	the Contractor shall discontinue the Work in accordance with the notice and shall take such steps as may be necessary or desirable to minimize the costs to the
Owner associated with the termination of the Work; 

  

	 	(b)	the Owner shall have the right to take possession of the Goods, materials and plant and shall have the right to use the same to complete the Work;


  

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	 	(c)	the Contractor shall execute and deliver to the Owner all documents required by the Owner, and shall take all steps required by the Owner, to assign to
and fully vest in the Owner the rights and benefits of the Contractor under existing agreements with the Contractor’s Subcontractors, which are related to the Work. 

  

	36.6	Subject to the terms of Section 42.5 below, damages to the Owner for which the Contractor shall be liable in the event of a default by Contractor shall
consist of an amount equal to the amount by which the cost to the Owner of achieving Functional Completion and final completion within the Contract Time (or attempting to achieve Functional Completion and final completion
within the Contract Time), including amounts paid hereunder, exceeds the Compensation. 

  

	36.7	The Contractor may immediately terminate the Contract by notice to the Owner in any of the following circumstances: 

  

	 	(a)	if the Owner becomes insolvent or makes a general assignment for the benefit of its creditors, enters into a plan of arrangement for the benefit of its creditors or otherwise
acknowledges its insolvency or if a bankruptcy or receiving order is filed or made against the Owner; 

  

	 	(b)	if an order is made or resolution is passed for the winding up or liquidation of the Owner; 

  

	 	(c)	if a custodian, receiver, manager or other officer with similar powers is appointed in respect of the Owner or any of the Owner’s property;


  

	 	(d)	if the Owner ceases to carry on business in the ordinary course; and 

  

	 	(e)	if a creditor takes possession of any of the Owner’s property or if a distress, execution or any similar process is levied or enforced against such property and remains
unsatisfied by the Owner; 

  

	36.8	Should the Owner be in material default, including delayed payments, of its obligations under this Contract, the Contractor may provide a written notice to the
Owner that should the material default not be remedied within fifteen (15) Work Days after delivery of such written notice, that the Contractor may suspend or terminate the Contractor’s obligations under the
Contract. 

  

	36.9	The rights and remedies provided in this Article 36 - Termination for Cause are in addition to the rights and remedies provided by the Law, or under any other provision of the
Contract. 

  

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 ARTICLE 37 - Taxes 
  

	37.1	The Contractor shall be responsible for the payment of: 

  

	 	(a)	all taxes imposed by reason of the performance or completion of the Work including but not limited to license, permit and registration fees and the Contractor’s
income, profit, franchise, business, and personal property taxes; 

  

	 	(b)	all employment taxes and contributions imposed by the Law or required to be paid on behalf of the employees of the Contractor or its Subcontractors, including
but not limited to taxes and contributions for income tax, workers’ compensation, unemployment insurance, old age benefits, welfare funds, pensions and annuities and disability insurance; 

  

	 	(c)	all taxes, other than property taxes, on the Work Site and arising out of the Work, to the date of Functional Completion; and 

  

	 	(d)	all customs, sales and excise taxes and duties owing with respect to any labor, machinery, materials and equipment to be supplied by the Contractor and used in performance of
or incorporated into the Work, except for goods and services tax payable by the Owner with respect to payments due to the Contractor. 

  


	37.2	Any increase in taxes and charges described in Section 37.1(a) and Section 37.1(b) shall be the sole responsibility of the Contractor. In the event of an increase
in taxes or charges described in Section 37.1(c), the Contractor shall be entitled to a Change Order altering the Compensation to account for the difference between the amount of tax that would have been payable by the
Contractor as of the effective date of this Contract and the actual amount of tax that becomes payable as a result of the tax increase. 

  

	37.3	The Contractor shall indemnify and hold the Owner harmless from any liability resulting from the failure of the Contractor or its Subcontractors to make
timely payments of the items referred to in this Section or such similar items for which the Contractor is responsible. Any interest, penalties or other liabilities arising from such failure shall be the sole responsibility of and be paid for
by the Contractor. 

 ARTICLE 38 - Intentionally Omitted 
 (a) 
 ARTICLE 39 - Liens 
  

	39.1	 The Contractor shall at all times reimburse, protect, indemnify and save free and harmless the Owner, the Work Site and the other lands and
property of the Owner from and against all liens and claims made or liability incurred by the Owner on account of the Work performed or materials supplied by employees of the Contractor and Subcontractors (provided
that Owner has made all payments to Contractor then due and payable in accordance with the terms of Appendix B), or on account of an exaggerated lien filed by the Contractor, including, without limitation, legal fees. The Contractor
shall cause any such lien or claim which may be filed or made, to be released and discharged forthwith at the expense of the Contractor. If the Contractor 



  

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fails to release or obtain the release and discharge of any such lien or claim, then the Owner may, but shall not be obliged to, discharge,
release or otherwise deal with the lien or claim, and the Contractor shall pay any and all costs and expenses incurred by the Owner in so releasing, discharging or otherwise dealing with the claim or lien, including but not limited to,
legal fees on a solicitor-and-own-client (indemnity) basis. Any amounts so paid by the Owner may be deducted from any amounts due the Contractor whether under the Contract or otherwise. 


 ARTICLE 40 - Survival 
  

	40.1	If the Contract or any part of the Work is terminated pursuant to Article 35 - Termination for Convenience or Article 36 - Termination for Cause, then Article 23 -
Warranty shall survive such termination, and the Warranty Period, with respect to the Work (or portion thereof then completed), shall remain in effect notwithstanding the termination of this Contract. 


 

	40.2	Any terms, covenants, provisions or conditions of the Contract which expressly or by their nature survive the termination of the Contract shall continue in full force
and effect subsequent to and notwithstanding such termination, and shall not be merged with the termination, until such terms, covenants, provisions and conditions are satisfied or by their nature expire. 

 ARTICLE 41 - Liability and Indemnity for Third Party Claims 
  

	41.1	The Contractor shall be liable to and shall indemnify, and hold harmless the Owner, its officers, directors, employees, consultants and agents for all losses, damages
and expenses, including legal fees, which they or any of them may incur as a result of claims, demands, actions or proceedings made or taken against them by persons not party to the Contract for: 

  

	 	(a)	any acts or omissions in connection with the performance, purported performance or non-performance of the Contract or of the Work by the Contractor or its
Subcontractors or their respective employees or agents; 

  

	 	(b)	any acts or omissions of the Owner, Other Contractors or their respective employees or agents, or in connection with such acts or omissions, to the extent acting under the
direction and control of the Contractor, its Subcontractors or their respective employees or agents; 

  

	 	(c)	any liability, claims, damages, costs and expenses arising from the failure of the Contractor or its Subcontractors, or their respective employees or agents to comply
with the Law. 

  

 EPC Contract 
 Page 38 of 47 









	41.2	The Contractor shall, at its sole expense, if requested by the Owner, defend those persons entitled to be indemnified pursuant to Section 41.1. The Owner
shall have the right, if it so elects, to participate in any such defence and the Contractor shall have the right to settle said claims without first consulting with the Owner. 

  

	41.3	The Owner shall indemnify and hold harmless the Contractor, its Subcontractors, and their respective officers and directors from and against all claims,
demands, losses, damages, expenses, actions and proceedings made or taken by persons not party to the Contract and which arise on account of and are attributable to the Owner’s obligations hereunder. 

  

	41.4	In the event that the Owner accepts the responsibility to indemnify the Contractor, its Subcontractors, officers and directors pursuant to Section 41.3,
then it shall be entitled to retain and instruct counsel to act for and on behalf of those persons and to settle, compromise and pay any claim, demand, action or proceeding without first obtaining prior approval from the party in whose favour the
indemnity has been provided. The Contractor shall and shall cause any indemnified party to co-operate in all respects in contesting any third party claim for which the Owner has accepted responsibility. 

 ARTICLE 42 - Liability and Indemnity 
  

	42.1	The Contractor shall be liable to and shall indemnify the Owner, its officers, directors, employees, consultants and agents for all losses, damages and expenses on
account of: 

  

	 	(a)	all physical damage caused by the Contractor or its Subcontractors to the Work, the Work Site, the property of the Owner or Other Contractors
or property under the care, custody or control of the Owner or Other Contractors; and 

  

	 	(b)	the cost to repair or make good any and all damage to roads, bridges, railroads, highways, land adjacent to the Owner’s Site, irrigation canals or facilities, ditches or
equipment relating thereto caused by or resulting from the actions howsoever of the Contractor or its Subcontractors. 

  

	42.2	Contractor shall defend, indemnify and hold Owner, its officers, agents and employees harmless from and against any and all liability, loss, expense (including
reasonable attorneys’ fees) or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss expense, attorneys’ fees, or claims for injury or damages are
caused by or result from the negligent or intentional acts or omissions of Contractor, Subcontractors, and their respective officers, agents or employees. 

  

	42.3	 Owner shall defend, indemnify and hold Contractor, its officers, agents and employees harmless from and against any and all liability, loss, expense
(including reasonable attorneys’ fees) or claims for injury or damages arising out of the performance of 



  

 EPC Contract 
 Page 39 of 47 









	 	 
this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by
or result from the negligent or intentional acts or omissions of Owner, Other Contractors and their respective officers, agents or employees. 


  

	42.4	Notwithstanding anything to the contrary contained herein, neither party shall be liable to the other in contract or in tort, directly or under any indemnity, for lost profits or
for any indirect, special, or consequential damages, arising out of or related to this Contract. 

  

	42.5	Notwithstanding any other provision of the Contract, each party’s total liability to the other for damages hereunder (excluding any damages owed to the other party
pursuant to any indemnification obligation hereunder, where such damages relate to claims by third parties against the indemnified party) shall be limited to $18,403,721.00. 

  

	42.6	Contractor shall release, defend, indemnify and hold harmless Owner, its affiliates and its other contractors from and against any and all liability, loss, expense
(including reasonable attorneys’ fees) or claims for injury or damages arising out of or relating to Hazardous Material which escapes or emanates directly from Contractor’s or any Subcontractor’s equipment or
which is otherwise released as a result of the acts or omissions of Contractor or any Subcontractors or their respective officers, agents or employees. Owner shall release, defend, indemnify and hold harmless Contractor
from and against any and all liability, loss, expense (including reasonable attorneys’ fees) or claims for injury or damages arising out of or relating to Hazardous Material which exists on the Work Site as of the date of this
Contract, or which is released as a result of the acts or omissions of Owner. 

  

	42.7	The Owner and Contractor waive all rights against each other and any of their Subcontractors, sub-subcontractors, agents and employees, each of the other, for damages
caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to Sections 43.1(d) or 44.1(a) or other property insurance applicable to the Work. The policies shall provide such waivers of subrogation by
endorsement or otherwise. 

 ARTICLE 43 - Insurance Provided by Contractor 
  

	43.1	The Contractor shall, and shall ensure that its Subcontractors shall, without limiting any of the obligations or liabilities under the Contract, continuously
carry during the performance of the Work and any time the Contractor or its Subcontractors are on the Work Site, at their own expense and cost, the following insurance coverage with limits where applicable not less than
those shown in the respective items as set out below: 

  

	 	(a)	workers’ compensation coverage for all employees engaged in the Work in accordance with the statutory requirements of The State of Ohio; 

  

	 	(b)	employer’s liability coverage for all employees engaged on the Work Site and not covered by workers’ compensation, in the amount of $1,000,000;


  

 EPC Contract 
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	 	(c)	automobile liability insurance covering all licensed motor vehicles owned or leased having a limit of not less than $1,000,000 inclusive per occurrence for bodily injury, death, and
damage to property; 

  

	 	(d)	property and contractor’s equipment insurance covering property, equipment, tools and construction machinery owned, rented or leased by and to be used for the performance of
the Work, including machinery, equipment, materials and supplies stored outside of the Work Site or in transit to the Work Site and intended to become a part of the finished Work, but excluding all machinery, materials
and supplies at the Work Site, for the full replacement cost value of such property on an “all risks” basis; 

  

	 	(e)	commercial general liability insurance policy, including (but not limited to) contractor’s liability coverage, contractual liability coverage (including any indemnification
obligations of Contractor set forth in this Contract), completed operations coverage, broad form property damage endorsement and contractor’s protective liability coverage, to afford protection with respect to personal injury, death or property
damage of not less than Two Million Dollars ($2,000,000.00) per occurrence combined single limit/Three Million Dollars ($3,000,000.00) general aggregate (but not less than $3,000,000.00 per location aggregate). 

  

	 	(f)	umbrella excess liability insurance, on an occurrence basis, that applies in excess of the commercial general liability, automobile liability, aircraft and watercraft liability,
professional errors & omissions insurance and employer’s liability insurance described above, having limits of not less than (i) $10,000,000 per occurrence, and (ii) 10,000,000 for the annual aggregate. These limits shall be
in addition to and not including those stated for the underlying commercial general liability, automobile liability, aircraft and watercraft liability, professional errors & omissions insurance and employer’s liability insurance
required herein. Such excess liability policy shall name Owner as additional insured. 

  

	43.2	Where a claim is paid by the insurer in respect of losses for which coverage is provided under Section 43.1, the Contractor shall be responsible for the deductibles
relating to insurance proceeds under the insurance required, 

  

	43.3	The Contractor shall, and shall ensure that its Subcontractors shall: 

  

	 	(a)	provide the Owner with certificates of insurance for the policies described in Section 43.1 within 15 Work Days of written notice of award of the Contract
or prior to the commencement of the Work, whichever is earlier, and certificates of insurance evidencing renewal of these policies no fewer that 30 Work Days prior to their expiry date where such policies expire prior to
Functional Completion; 

  

 EPC Contract 
 Page 41 of 47 









	 	(b)	place all policies with insurers which are licensed to provide insurance in Ohio with an A.M. Best rating no less than A+, and in a form acceptable to the Owner;


  

	 	(c)	ensure that such policies provide for at least 30 days prior written notice to the Owner of cancellation or change that is material to the Contract;


  

	 	(d)	with the exception of the insurance as required by Section 43.1(c), ensure that all insurance provided by the Contractor and its Subcontractors pursuant to
Section 43.1 is primary and non-contributory with, or in excess of, any other insurance carried by the Owner; 

  

	 	(e)	ensure that the Owner is added as an additional insured with respect to the policies of insurance required under Sections 43.1(e) and 43.1(f), as its interests may appear;
and 

  

	 	(f)	require the waiver of subrogation in favor of the Owner, its officers, directors, employees, consultants and agents described in Section 42.7 above be included with
respect to the insurance coverage required under Section 43.1(d). 

  

	43.4	If the Contractor or its Subcontractors fail to furnish the Owner with a certificate of insurance for each policy required to be obtained and continually
carried, or if after furnishing the certificates of insurance, the policies lapse, are cancelled, or are materially changed, then in every case the Owner may, but shall not be obligated to, obtain and maintain such insurance in the name of
the Contractor or any Subcontractor. The cost thereof (including Subcontractor’s insurance costs) shall be payable by the Contractor to the Owner on demand, and the Owner may at its election deduct the
cost from any monies which are due or may become due to the Contractor. 

  

	43.5	Neither the providing of insurance by the Contractor in accordance with the requirements of this Article 43 - Insurance Provided by Contractor, nor the insolvency,
bankruptcy, or failure of any insurance company to pay any claim shall be held to relieve the Contractor from any other provisions of the Contract with respect to liability of the Contractor, or otherwise.


 ARTICLE 44 - Insurance Provided by Owner 
  

	44.1	The Owner shall obtain and, during the progress of the Work, maintain in force the policies of insurance described in this Article 44 - Insurance Provided by Owner,
with the Owner as named insured. The actual policies of insurance may be examined by the Contractor upon request to the Owner. This insurance applies only to the Work performed in connection with the Contract:


  

	 	(a)	 Property insurance written on a builder’s risk “all-risk” or equivalent policy form in the amount of the Compensation, plus value of
subsequent Contract modifications and cost of materials supplied or installed by others, comprising total value 



  

 EPC Contract 
 Page 42 of 47 









	 	 
for the entire Work at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless
otherwise provided in this Contract or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until no person or entity other than the Owner has an insurable interest in the Work.



 ARTICLE 45 - Independent Contractor 
  

	45.1	For the purposes of the Contract and the Work, the Contractor shall be an independent contractor and not the agent or employee of the Owner.


  

	45.2	All persons employed or retained by the Contractor in connection with the performance of its obligations shall be its employees or those of its Subcontractors, as the
case may be, and not the employees or agents of the Owner in any respect. 

  

	45.3	The Contractor shall indemnify and hold harmless the Owner, against all claims, demands, losses, damages, expenses, actions and proceedings whatsoever, including legal
fees, which may be incurred by the Owner as a result of any determination by any tribunal or court that any personnel provided by the Contractor pursuant to the terms of this Contract are for any purposes agents or employees of
the Owner. 

  

	45.4	The Contractor shall have no authority whatsoever to make any statement, representation or commitment of any kind, or to take any action, which may be binding on the
Owner. 

 ARTICLE 46 - Conflict of Interest 
  

	46.1	The Contractor shall exercise reasonable care and diligence to prevent any actions or conditions which could result in a conflict with the Owner’s best interests.
This obligation shall apply to the activities of the Contractor and its Subcontractors and their respective employees and agents, in their relations or dealings with the employees of the Owner and their families, and other third
parties, arising from the Contract or the performance of the Work. The efforts made by the Contractor in this regard shall include, but shall not be limited to, establishing reasonable precautions to prevent Subcontractors
and their respective employees from offering, or providing entertainment, gifts, loans, payments or other considerations to the Owner’s employees, consultants and agents or their family members. Owner shall establish
reasonable precautions to prevent its employees from offering, or providing entertainment, gifts, loans, payments or other considerations to the Contractor or any Subcontractor or their respective employees, consultants and agents or
their family members. 

 ARTICLE 47 - Audit Access 
  

	47.1	The Contractor shall preserve the Records in good order during the Contract Time and for a period of three (3) years thereafter. 


 

 EPC Contract 
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	47.2	The Contractor shall permit authorized representatives of the Owner to review the Records at all reasonable times during the Contract Time, and for a
period of two years thereafter for the purposes of: 

  

	 	(a)	determining the Contractor’s compliance with all of the terms of the Contract, including, but not limited to: 

  

	 	(i)	Article 13 - Changes and Article 32 - Delays; and 

  

	 	(ii)	the Law; and 

  

	 	(b)	verifying of all Work performed and all reimbursable costs and other charges payable under the Contract. 

  

	47.3	Where the Compensation is not on a cost reimbursable basis, the Contractor may black out any information in the Records relating to price before access is given
to the Owner. 

 ARTICLE 48 - Representatives and Notices 
  

	48.1	The Owner’s Representative is Fred Sansom. The Owner’s Representative has the authority to bind the Owner on all matters relating to the Work
and the Contract, and all communications to or with the Owner’s Representative shall be deemed to be communications to or with the Owner. 

  

	48.2	Contractor’s Representative is Jeff Syed. The Contractor shall not change the Contractor’s Representative, except with the prior approval of the
Owner. The Contractor’s Representative has the authority to bind the Contractor on all matters relating to the Work and the Contract, and all communications to or with Contractor’s Representative
shall be deemed to be communications to or with the Contractor. 

  

	48.3	Unless otherwise specifically indicated in the Contract, all notices, approvals, consents, authorizations and other communications required or permitted pursuant to the
Contract, shall be in writing and shall be communicated to the Contractor’s Representative or the Owner’s Representative, as the case may be, and shall be delivered by personal delivery, overnight courier or facsimile
to the parties at the addresses and facsimile numbers shown below: 

  

					
	 (a)    
	  	Contractor:	  	
			
		  	Address:	  	200 East Randolph Drive
		  		  	Chicago, IL 60601
		  	Attention:	  	
		  	Fax:	  	312-861-6335

  

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	 (b)    
	  	Owner:	  	
			
		  	Address:	  	3431 Yankee Road
		  		  	Middletown, OH 45044
			
		  	Attention:	  	Fred Sansom
		  	Fax:	  	
		
		  	With a copy to:
			
		  	Address:	  	One Quaker Park
		  		  	901 Hector Street
		  		  	Conshohocken, PA 19428
		  	Attention:	  	Robert Traub, Esq.
		  	Fax:	  	610-832-4494

  

	48.4	Either party may change its contact information for the purposes of Section 48.3 by providing the other party with 10 days notice of such a change. 

  

	48.5	Invoices and all supporting documentation shall be mailed or delivered to the address shown below: 

  

					
		  	Address:	  	3431 Yankee Road
		  		  	Middletown, OH 45044
			
		  	Attention:	  	Fred Sansom
		  	Fax:	  	

  

	48.6	E-mail may be used for communication between the parties, but e-mail shall not be used for the communication of a notice which is prescribed by the Contract.


 ARTICLE 49 - General 
  

	49.1	No failure or delay on the part of either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof. 

  

	49.2	No waiver of any right, power or privilege by a party shall limit or affect that party’s rights with respect to any breach of the Contract by the other party.


  

	49.3	Each of the parties hereto shall execute such further documents and give such further assurances as are required to give effect to the Contract. 

  

	49.4	If a court of competent jurisdiction determines that any provision of this Contract is invalid or unenforceable, such determination shall not affect the validity or
enforceability of the remaining provisions of the Contract. 

  

 EPC Contract 
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	49.5	All of the covenants and agreements herein contained on the part of either party shall apply and enure to the benefit of and be binding upon their respective legal representatives,
successors and assigns. 

  

	49.6	Each of the parties hereby represents and warrants that it has the power and authority to enter into the Contract and to perform all of its obligations hereunder.


  

	49.7	The Contract constitutes the entire agreement between the parties with respect to the Work and supersedes and replaces all previous communications, representations and
agreements, either written or verbal. 

  

	49.8	This Contract shall be governed by and construed in accordance with the laws of the State of Ohio. 

  

	49.9	The execution of this Contract may be effected by facsimile or other electronically transmitted signatures (such as by electronic scanning and e-mail), all of which shall be
treated as originals; provided, however, that the party receiving a document with an electronic signature may, by notice to the other, require the prompt delivery of an original signature to evidence and confirm the delivery of the electronic
signature. This Contract may be executed in as many counterparts as may be required. It shall not be necessary that the signature on behalf of both parties hereto appear on each counterpart hereof. All counterparts hereof shall collectively
constitute a single agreement. 

 [BALANCE OF PAGE INTENTIONALLY BLANK] 
  

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	49.10	This Contract shall be executed by the parties, or their representatives, in person with original signatures, but may be executed in counterpart. Subsequent documents may be
executed by the parties, or their representatives, and such execution may be by way of facsimile or electronic transfer. 

 TO EVIDENCE THEIR
AGREEMENT, the parties have executed and delivered this Contract, by their duly authorized officers, as of the effective date indicated on the first page. 
  

			
	Owner:	 	QUAKER CHEMICAL CORPORATION
		
	By:	 	/s/ Michael F. Barry
		 	Name: Michael F. Barry


 [apply corporate seal] 
  

			
	Contractor:	 	FMC TECHNOLOGIES, INC.
		
	By:	 	/s/ Edward Barth
		 	Name: Edward Barth


 [apply corporate seal] 
  

 EPC Contract 
 Page 47 of 47 








 Appendix A — Scope of Work 
 FMC Scope of Work for the 
 Middletown Plant Expansion 
 Turnkey Project 
 May, 2008








 TABLE OF CONTENTS 
  


					
	 1
	  	Contractor (FMC) Scope of Supply and Services	  	3
		  	 1.1    Process Equipment
	  	3
		  	 1.2    Building
	  	6
		  	 1.3    Utilities
	  	6
		  	 1.4    Miscellaneous
	  	9
		  	 1.5    Clarifications
	  	11
			
	 2
	  	Owner (Quaker) Scope of Supply and Services	  	13
			
	 3
	  	Owner’s Specified Materials and Subcontractors	  	14
		  	 3.1    Process Equipment
	  	14
		  	 3.2    Building
	  	15
		  	 3.3    Utilities
	  	15
			
	 4
	  	Execution Plan	  	16
		  	 4.1    Execution Plan For Engineering and Procurement Work
	  	16
		  	 4.2    Execution Plan For Construction Work
	  	20
		  	 4.3    Inspection and Test Plan
	  	22
		  	 4.4    Project Schedule
	  	22
		  	 4.5    Milestones
	  	22
		  	 4.6    Health and Environmental Protection
	  	22
		  	 4.7    Project Team and Key Personnel
	  	23
			
	 5
	  	Performance Tests and Guarantees	  	23
		  	 5.1    Measuring Accuracy
	  	23
		  	 5.2    Contamination
	  	23
		  	 5.3    Homogeneity
	  	24
		  	 5.4    Cooling Tower
	  	24
		  	 5.5    Steam Boilers
	  	24
		  	 5.6    Hot Oil Heaters
	  	24
		  	 5.7    Air Compressor
	  	24
		  	 5.8    Floor Scales
	  	24
		  	 5.9    Water Softener
	  	24
		  	 5.10 Pumps
	  	25
		  	 5.11 Controls and Instrumentation
	  	25
		  	 5.12 Drum Filling Line
	  	25
		  	 5.13 Pigg able Lines
	  	25
			
	 6
	  	Functional Completion	  	26
			
	 7
	  	Attachments	  	26
		  	 7.1    Process Drawings
	  	26
		  	 7.2    General Arrangement
	  	26
		  	 7.3    Preliminary Project Schedule
	  	26
		  	 7.4    BULK TANKS details 011508.xls
	  	26

  

 Page 2 of 26 









	1	Contractor (FMC) Scope of Supply and Services 

  

	1.1	Process Equipment 

  

	 	1.1.1	Blenders and Reactors 

  

	 	•	 	 Supply and install four 6,000-gallon automated blender systems, including: 


  

	 	•	 	 6000 gallon, 304 SS, cone bottom, baffled, internal polish finish, two section half-pipe jacket (150 psig rated), insulated, atm. tank.



  

	 	•	 	 Agitator with VFD 


  

	 	•	 	 Weigh cells (three cells) 


  

	 	•	 	 Steam and cooling tower water piped to jacket 


  

	 	•	 	 Blackmer (or equivalent) product/recirculation pump with VFD 


  

	 	•	 	 SS Product bag-style filter 


  

	 	•	 	 SS product recirculation line and “pigged” transfer line to storage and truck loading 


  

	 	•	 	 Instruments, gauges and controls 


  

	 	•	 	 5’ x 5’ pallet scale for weighing raw materials into blender, installed flush to floor level. 


  

	 	•	 	 Sodium Nitrite Screw Conveyor for unloading supersacks into BBV-01–water based blender 


  

	 	•	 	 Supply and install one 4,500-gallon automated blender system, including: 


  

	 	•	 	 4500 gallon, 304 SS, cone bottom, baffled, internal polish finish, two section half-pipe jacket (150 psig rated), insulated, atm. tank.



  

	 	•	 	 Agitator with VFD 


  

	 	•	 	 Weigh cells (three cells) 


  

	 	•	 	 Steam and cooling tower water piped to jacket 


  

	 	•	 	 Blackmer (or equivalent) product/recirculation pump with VFD 


  

	 	•	 	 SS Product bag-style filter 


  

	 	•	 	 SS product recirculation line and “pigged” transfer line to storage and truck loading 


  

	 	•	 	 Instruments, gauges and controls 


  

	 	•	 	 5’ x 5’ pallet scale for weighing raw materials into blender, installed flush to floor level. 


  

	 	•	 	 Supply and install one 1,100-gallon manual blender system, including: 


  

	 	•	 	 1,100 gallon, 304 SS, cone bottom, baffled, internal polish finish, two section half-pipe jacket (150 psig rated), insulated, atm. tank.



  

	 	•	 	 Agitator with VFD 


  

	 	•	 	 Weigh cells 


  

	 	•	 	 Steam and cooling tower water piped to jacket, automated heating and cooling 


  

	 	•	 	 Blackmer (or equivalent) product/recirculation pump with VFD 


  

	 	•	 	 SS Product bag-style filter 


  

	 	•	 	 SS product recirculation line and line to scale for local packaging 


  

	 	•	 	 Instruments, gauges and controls 


  

	 	•	 	 5’ x 5’ pallet scale for weighing raw materials into blender, installed flush to floor level. 


  

	 	•	 	 Supply and install one 350-gallon manual blender system, including: 


  

	 	•	 	 350 gallon, 304 SS, cone bottom, baffled, internal polish finish, two section half-pipe jacket (150 psig rated), insulated, atm. Tank. 



 

 Page 3 of 26 









	 	•	 	 Agitator with VFD 


  

	 	•	 	 Weigh cell 


  

	 	•	 	 Steam and cooling tower water piped to jacket, automated heating and cooling 


  

	 	•	 	 Blackmer (or equivalent) product/recirculation pump with VFD 


  

	 	•	 	 Product bag-style filter 


  

	 	•	 	 SS product recirculation line and line to scale for local packaging 


  

	 	•	 	 Instruments, gauges and controls 


  

	 	•	 	 Pallet scale for weighing raw materials into blender, installed flush to floor. 


  

	 	•	 	 Supply and install two 7,500-gallon automated Reactor systems, including: 


  

	 	•	 	 7500 gallon, 304 SS, dish bottom, baffled, internal polish finish, three section half-pipe jacket (100 psig @ 550 F rated), insulated, 70 psig/FV rated tank.



  

	 	•	 	 Agitator with VFD 


  

	 	•	 	 3’ diameter packed 304 SS fractionation column with structured packing 


  

	 	•	 	 Nash Liquid Ring Vacuum pump (or equivalent) with oil seal with capacity to achieve 26 in HG. Absolute on reactor system. 


  

	 	•	 	 Vapor condenser - SS 


  

	 	•	 	 Condensate receiver and pump - SS 


  

	 	•	 	 Weigh cells (three cells) 


  

	 	•	 	 SS inlet manifold with connections for bulk raw materials 


  

	 	•	 	 Line for unloading from tank trucks direct to reactors 


  

	 	•	 	 Hot Oil piped to jacket 


  

	 	•	 	 Oil cooler using cooling tower water - CS 


  

	 	•	 	 Product/recirculation pump - SS 


  

	 	•	 	 Product cooler using cooling tower water - SS 


  

	 	•	 	 SS Product bag-style filter 


  

	 	•	 	 SS product recirculation line and “pigged” transfer line to Finishing tank, packaging, bulk storage and truck loading 


  

	 	•	 	 Instruments, gauges and controls 


  

	 	•	 	 5’ x 5’ pallet scale for weighing raw materials into blender installed flush with floor level. 


  

	 	•	 	 Mechanism for opening and closing manway lid 


  

	 	•	 	 Supply and install one 9,000-gallon automated blender system, including: 


  

	 	•	 	 9000 gallon, 304 SS, cone bottom, baffled, internal polish finish, two section half-pipe jacket (150 psig rated), insulated, atm. tank.



  

	 	•	 	 Agitator with VFD 


  

	 	•	 	 Weigh cells (three cells) 


  

	 	•	 	 SS inlet manifold with connections for bulk raw 


  

	 	•	 	 Steam piped to jacket 


  

	 	•	 	 Product/recirculation pump-SS 


  

	 	•	 	 Product cooler piped with cooling tower water-SS 


  

	 	•	 	 Pressure Leaf Filter-SS 


  

	 	•	 	 Pre-coat tank-SS 


  

	 	•	 	 SS product recirculation line and “pigged” transfer line to packaging, storage and truck loading 


  

	 	•	 	 Instruments, gauges and controls 


  

 Page 4 of 26 









	 	•	 	 5’ x 5’ pallet scale for weighing raw materials into blender, installed flush to floor level. 


  

	1.1.2	Filling Equipment 

  

	 	•	 	 One 50 drum per hour drum filling line for reactors and finishing tank, with manual roller 


  

	 	•	 	 The drum filler has one pallet of in feed conveyor and one pallet of outflow conveyor. Both are manual. Filler will handle four drums on a pallet or an IBC.



  

	1.1.3	Storage Tanks 

  

	 	•	 	 Rework existing bulk storage tanks: 


  

	 	•	 	 Install 6 pumps 


  

	 	•	 	 Run existing tank level signals to new control system. 


  

	 	•	 	 Tank 35 — new welded carbon steel floor. It is assumed that the sidewalls are in good condition. Repair or reinforcement of the sidewalls, if necessary, is not
included in this scope. 


  

	 	•	 	 Add level transmitters to thirteen of the existing storage tanks 


  

	 	•	 	 All existing storage tanks with heating coils need new temperature transmitters 


  

	 	•	 	 Run lines from tank to hose board inside building 


  

	 	•	 	 Add heating coils, steam & condensate pipe, insulation (of pipe and tanks) and controls to 8 tanks- 7 new, 1 replacement (Tank #24)



  

	 	•	 	 Add temperature element to 7 existing tanks that get new heating coils 


  

	 	•	 	 Cleaning and associated logistics (including waste disposal) of the 8 existing tanks is not included in this scope 


  

	 	•	 	 Two grease tanks (OS-2 and OS-8) get side agitators and bag filters for truck unloading 


  

	 	•	 	 Each line from a bulk tank to the production area (hose board) will have an automatic valve and a dry break disconnect. 


  

	 	•	 	 Purchase and install 9 new storage tanks (UL-142 construction) 


  

	 	•	 	 Existing tank farm berm will be extended to contain the additional 


  

	 	•	 	 Tanks foundations (concrete pads), catwalk and ladders will be provided. Fall protection is not included. 


  

	 	•	 	 Pumps 


  

	 	•	 	 Controls 


  

	 	•	 	 Piping 


  

	 	•	 	 Steam coils, heating controls, steam and condensate piping. 


  

	 	•	 	 Insulation of piping and tanks 


  

	 	•	 	 Two of these tanks will be installed in new process and storage building. These tanks will also have containment, catwalk and access ladders.



  

	1.1.4	Plant Control System 

  

	 	•	 	 Plant control system to operate the plant in a safe and efficient manner including: 


  

	 	•	 	 Hardware and software needed to automate the following processes as indicated in P&IDs 


  

	 	•	 	 Truck loading/unloading 


  

	 	•	 	 Tank level monitoring 


  

	 	•	 	 Blender loading, sequencing, recirculation, heating, cooling, unloading 


  

	 	•	 	 Reactor loading, sequencing, heating, cooling, vacuum, unloading 


  

	 	•	 	 Finishing tank loading, sequencing, filtering, heating, cooling, unloading 


  

	 	•	 	 Drum/bin filling for reactor area only 


  

 Page 5 of 26 









	 	•	 	 Transfer line pigging 


  

	 	•	 	 Caustic process operation 


  

	 	•	 	 Utilities operation and monitoring 


  

	 	•	 	 Report generation of batch history, tank inventories, alarms, etc. 


  

	 	•	 	 Software safety interlocks 


  

	 	•	 	 3 Remote HMI’s – 2 in new building, 1 in truck unloading 


  

	 	•	 	 Training of two Owner personnel to maintain hardware and modify programming. 


  

	 	•	 	 Participate in safety review of software when complete. 


  

	1.2	Building 

  

	 	1.2.1	New Blend and Storage Building 

  

	 	•	 	 Provide and construct a 12,000 sq ft Butler style building and foundation 


  

	 	•	 	 Roof will be 40 feet over blenders and reactors 


  

	 	•	 	 Building will be built at same floor elevation as existing building 


  

	 	•	 	 One manual overhead door at west end of building with ramp to grade for forklift egress from new building. Make provisions for owner-installed 40’ x 40’
concrete pad with containment curb to west of building. 


  

	 	•	 	 Mezzanine will be designed for to handle 42”x42” pallets weighing 2,200 lbs at each vessel 


  

	 	•	 	 The mezzanine will be 15ft above grade (I thought this was no 16’??) 


  

	 	•	 	 The mezzanine will have checker plate construction with non-slip coating 


  

	 	•	 	 Fork truck safety gates for loading materials to balcony 


  

	 	•	 	 Three docks (with dock levelers, and seals) relocated from the existing loading area. 


 The old location for the dock levelers will be filled in level with existing floor. 
  

	 	•	 	 Roof and/or walls to have sky-light panels 


  

	 	•	 	 Steam heated drum ovens to maintain 32 drums (2 x 16 arrangement) on skids at 160 F. 


  

	 	•	 	 Building structures designed in accordance with ASCE-7 guidelines, specifically addressing local factors for occupancy, weather, and terrain.



  

	 	•	 	 Building wall construction utilizes noncombustible materials. 


  

	 	•	 	 Two stairway for access to balcony. 


  

	 	•	 	 New building will be designed to be kept at 65 F in winter 


  

	 	•	 	 The link between the old and new building will be enclosed to keep the weather out with a fire door at one end 


  

	 	•	 	 New dock locks will need to be purchased when docks are moved to west end of new building. 


  

	1.3	Utilities 

  

	 	1.3.1	Cooling Tower 

  

	 	•	 	 Supply and Install a Cooling Tower (pad mounted) outside the production building. 


  

	 	•	 	 Evapco USS-112-312 1200 USGPM from 95F to 85F WBT, or equivalent 


  

	 	•	 	 Sump 


  

	 	•	 	 Dual pumps 


  

	 	•	 	 Flow meter 


  

	 	•	 	 Cooling tower should have two fans and two pumps 


  

 Page 6 of 26 









	 	1.3.2	Scrubber 

  

	 	•	 	 Supply and Install a Scrubber: 


  

	 	•	 	 Ceilcote EVS-16 venturi scrubber, or equivalent 


  

	 	•	 	 The scrubber equipment includes: scrubber, pump, piping, duct, stack, controls, panel, feed system, sump heater, and skid. 


  

	 	•	 	 Supply and install 16” diameter, spiral wound stainless steel duct (or equivalent) from scrubber to process area. Duct upstream of reactors (i.e. will not be
exposed to reactors) can be made of FRP of an appropriate resin, instead of stainless steel. 


  

	 	•	 	 Supply and install branches from 16” scrubber header to process tanks (blenders and reactors). 


  

	 	•	 	 Supply pad with containment walls on north side of production building for scrubber system 


  

	 	•	 	 Pipe up water supply, power, signal wires (scrubber to main plant process control system) and blow down line to waste water tank. 


  

	 	•	 	 Extend the scrubber header to the drum filling line and all drum unloading scales. Header to be 6-inch frp with 3” drops 


  

	 	•	 	 Scrubber line needs to be run to two storage tanks located inside building. 


  

	 	1.3.3	Steam Boiler 

  

	 	•	 	 Steam Boiler: 


  

	 	•	 	 Upgrade burners on existing boilers from 100 HP to 200 HP, to meet steam demands of plant. 


  

	 	•	 	 Determine if a new gas line is required from main to supply new boilers and hot oil equipment. 


  

	 	•	 	 Provide collection and return of all steam condensate from steam consuming equipment in plant. 


  

	 	•	 	 Steam boiler capacity expansion includes any needed ancillary equipment that also needs additional capacity 


  

	 	•	 	 A new gas line is included in the scope of work 


  

	 	•	 	 New burners should give better efficiency than old burners (as much as 12%) 


  

	 	1.3.4	Hot Oil Heater 

  

	 	•	 	 Provide two (2) gas-fired hot oil heaters (GTS DH-V-13/40, 4.0 MM BTU/hr. or equivalent) 


  

	 	•	 	 Install heaters on pad outside production building with containment to hold all of hot oil liquid. 


  

	 	•	 	 Provide all connections to gas supply, and process connections 


  

	 	•	 	 Install controls and run signals to main plant process control system. 


  

	 	•	 	 Supply initial fill of Therminol heat transfer fluid. 


  

	 	•	 	 New oil heaters must comply with GE GAP guidelines 


  

	 	1.3.5	Air Compressor 

  

	 	•	 	 Air Compressor: 


  

	 	•	 	 Expand air compressor & air dryer capacity, one new 1,000 cfm air compressor with one receiver and one regenerative dryer sized for the application



  

 Page 7 of 26 









	 	•	 	 Air compressor/dryer system will not exceed 80 db noise limits outside compressor shed. 


  

	 	•	 	 Dryer will provide -40 F dew point air with system operating at full air flow, 


  

	 	•	 	 One compressor shed 


  

	 	1.3.6	Soft Water 

  

	 	•	 	 Soft Water: 


  

	 	•	 	 Install new softwater system including surge tank and pump to supply boilers and blenders 


  

	 	•	 	 Soft water system will have a 1,500 gallon surge tank and 100 gpm pump to feed boiler and blenders. Automated level and pump controls will be provided.



  

	 	•	 	 CONTRACTOR will provide a 1,500 gallon city water surge tank and 100 gpm pump as well for feeding blenders. Automated level and pump controls will be provided.



  

	 	1.3.7	Electrical Supply 

  

	 	•	 	 Electrical supply: 


  

	 	•	 	 Expand electrical supply to include a new 1600 amp, 480/277 volt service. 


  

	 	•	 	 Electric utility will provide main transformer. CONTRACTOR will provide main transformer pad, and wiring from pole to transformer. 


  

	 	•	 	 Provide all needed motor controls, fuses, breakers, local disconnects, etc. as needed and as required by code 


  

	 	•	 	 Wiring will be run in cable tray and/or conduit 


  

	 	•	 	 All electrical design work will comply with NFPA 70E arc flash requirements. 


  

	 	1.3.8	Plant Lighting 

  

	 	•	 	 Plant Lighting: 


  

	 	•	 	 Relocate existing and provide pole mounted lighting to properly light all outdoor areas of facility for night operations 


  

	 	•	 	 Provide normal area lighting in new blending and storage building 


  


	 	•	 	 Modify existing lighting, if required, in areas modified in project (tank farm, truck loadout, rail loadout, existing production warehouse area) to maintain good
work environment. 


  

	 	•	 	 Provide emergency lighting and emergency exit lights in blending and storage building to meet code and allow for safe exit during power outage.



  

 Page 8 of 26 









	1.4	Miscellaneous 

  

	 	1.4.1 	Miscellaneous 

  

	 	•	 	 Participate in safety review of plant/process design and also of plant during commissioning 


  

	 	•	 	 Provide hard copy and electronic versions of final as-built drawings after project completion 


  

	 	•	 	 Provide equipment files after job completion 


  

	 	•	 	 Apply for (or assist Owner in applying for) all required permits and comply with all regulations related to: 


  

	 	•	 	 Environmental permit to install (Owner will apply for this) 


  

	 	•	 	 Building permits 


  

	 	•	 	 Ohio fire code (Owner will apply for storage tank licenses as needed) 


  

	 	•	 	 BOCA 


  

	 	•	 	 GE GAP building guidelines 


  

	 	•	 	 Middletown building codes 


  

	 	•	 	 State of Ohio building codes 


  

	 	•	 	 CONTRACTOR will commission and start up all equipment, with the assistance of Owner personnel. 


  

	 	•	 	 Provide training to Owner personnel for control system and maintenance of new instrumentation and equipment 


  

	 	•	 	 Parking lot: 


  

	 	•	 	 Expand asphalt parking lot by 25 spaces as per drawing, 


  

	 	•	 	 Add new truck/car exit from south side of plant property 


  

	 	•	 	 Add two lighting poles for this area 


  

	 	•	 	 Add 5 Hot Water stations in new production area 


  

	 	•	 	 Security gate and fencing: 


  

	 	•	 	 Install manual operated security gates at plant entrance and exit 


  


	 	•	 	 Repair/replace any fencing disturbed by construction process. 


  

	 	•	 	 Plant road: 


  

	 	•	 	 Road will be gravel 


  

	 	•	 	 Road around plant will be moved as needed for new building and graded to retain swale along fence line 


  

	 	•	 	 Demo old equipment once new plant operational and all production has been moved out of old blenders 


  

	 	•	 	 Demo and remove old plant piping 


  

	 	•	 	 Demo and remove old blenders 


  

	 	•	 	 Demo and remove old storage racks 


  

 Page 9 of 26 









	 	•	 	 Demo and repair old production area floor 


  

	 	•	 	 Note: caustic production process remains as is. 


  

	 	•	 	 Labels and painting 


  

	 	•	 	 Paint all appropriate exposed metal for new installaion 


  

	 	•	 	 Safety Showers / Eye washes 


  

	 	•	 	 Install as per OSHA regulations (approx every 75’ in production, warehouse, tankfarm and truckloading). Freeze protection is included



  

	 	•	 	 Relocate Truck Scale: 


  

	 	•	 	 Remove truck scale from truck loading area, repair pad to make smooth. 


  

	 	•	 	 Install truck scale & controls in pit (install flush to ground) between office building and parking lot 


  

	 	•	 	 Install remote controls/readout of scale in shipping office, camera not included 


  

	 	•	 	 Underground cabling for relocated truck weigh scale shall be in PVC pipe 


  

	 	•	 	 Have scale recalibrated once it is relocated. 


  

	 	•	 	 Truck loading/unloading platform: 


  

	 	•	 	 CONTRACTOR will remove existing tank truck access platform and provide an adequate (meets OSHA weight limits) trolly rail over the four truck loading/unloading
locations to facilitate owner-provided fall protection. 


  

	 	•	 	 Telephone/Computer: 


  

	 	•	 	 Install all cabling as required for plant control system 


  

	 	•	 	 Provide and install all instrumentation, valves and gauging as indicated in P&IDs and required for operation of CONTRACTOR supplied equipment



  

	 	•	 	 Plant control system: 


  

	 	•	 	 Provide appropriate training of two Owner personnel to maintain hardware and modify programming. 


  

	 	•	 	 CONTRACTOR will provide storm water retention swales and trenches as necessary for complying with Middletown, OH permit requirement 


  

 Page 10 of 26 









	1.5	Clarifications 

  

	 	1.5.1 	Clarifications on Contractor Scope 

  

	 	1.	Offer does not include fire protection for new blend and storage building 

  

	 	2.	Offer does not include insulation and heat tracing for piggable piping except for all launching and receiving stations. 

  

	 	3.	Valves and instruments on existing tanks will be reused as is. 

  

	 	4.	Existing valves, traps and strainers on the steam and condensate branches to existing coils will remain as is. Mains are understood to be reused as is. CONTRACTOR will install
branches to 7 existing tanks. 

  

	 	5.	The floor in one tank will be replaced; any repairs to sidewalls would be done at an additional cost. 

  

	 	6.	The reactor system design, steam requirements, and hot oil requirements have been specified by the OWNER. 

 Civil 
  

	 	a)	Following assumptions relating to civil work at plant site were made: 

  

	 	•	 	 Soil at the site is free of any Toxic Contamination and/or any other environmentally unsafe chemical substances, and any under ground obstacles that may interfere
with excavation of the site. CONTRACTOR price does not include any costs associated with special handling and disposal of such unsafe soils. 


  

	 	•	 	 No Seismic Zone requirements or provisions are included in the CONTRACTOR price. 


  

	 	•	 	 Since the upgrading work will be constructed within the existing plant facility, no allowance is included for site survey and coordinates verification. CONTRACTOR
assumes this data is available at the plant. 


  

	 	b)	The Geotechnical Study performed by H.C. Nutting Co. in August 2006, was used to prepare the quote for the civil work. 

  

	 	c)	Owner shall, at its own expense, apply for and obtain any required environmental permits from the proper authorities. CONTRACTOR role shall be limited to assisting owner in
assembling technical information on an as needed basis for obtaining permits. 

  

	 	d)	Owner is responsible for any underground obstructions not on the drawings provided to CONTRACTOR 

 Miscellaneous 
  

	 	e)	Owner will pay for power used during the total construction period. The contractor will pay any costs associated with wiring, transformer, disconnects, etc. to provide such power.


  

 Page 11 of 26 









	 	f)	The tie-in to existing facilities and demolition and/or reconstruction of existing system will cause operation interruptions. The CONTRACTOR price does not include any temporary
facilities required to avoid operation interruptions. It is assumed that the production activities will be planned and scheduled to make existing system available for modification/upgrade/tie-ins etc. based on a tie in schedule from the on-site
Construction Manager. Any changes to the provided schedule must be made no less than two working days prior to the tie in activities. 

  

	 	g)	All raw materials required to commission and test the blending system shall be provided by Owner at no charge to CONTRACTOR. 

  

	 	h)	References to “CONTRACTOR” throughout this document shall mean CONTRACTOR or its authorized subcontractors unless specifically stated otherwise. 


 

	 	i)	Paint and other Material at the existing site that is to be dismantled, removed and/or handled by CONTRACTOR and its subcontractor will be free of asbestos.


  

	 	j)	All tanks are UL rated. 

  

 Page 12 of 26 









	2	Owner (Quaker) Scope of Supply and Services 

  

	 	•	 	 Railcar spill containment: 


  

	 	•	 	 Labels and painting 


  

	 	•	 	 Apply appropriate resilient labeling to all piping, controls and equipment. 


  

	 	•	 	 Install appropriate plant direction signs, including truck entrance,/exit, visitor, employee, etc. 


  

	 	•	 	 Paint yellow strips around safety equipment 


  

	 	•	 	 Paint yellow row strips in all warehouse areas to direct pallet storage. 


  

	 	•	 	 Fire Extinguishers: 


  

	 	•	 	 Hang fire extinguishers as required to meet regulations 


  

	 	•	 	 Railcar Loading Fall Protection: 


  

	 	•	 	 Install fall protection over rail car unloading area. 


  

	 	•	 	 Telephone/Computer: 


  

	 	•	 	 Install main runs of telephone and computer cabling from existing hub to new offices, rooms. 


  

	 	•	 	 Owner will be responsible for final terminations for phone and cable NOT associated with plant control system. 


  

	 	•	 	 Participate in safety review of plant during commissioning 


  

	 	•	 	 Provide resources to commission all equipment and assist in start up of the facility 


  

	 	•	 	 Environmental permit to install 


  

	 	•	 	 Clean storage tanks and process equipment as required for construction activities. 


  

 Page 13 of 26 









	 	•	 	 Related to the 12,000 sq ft Butler style building and foundation, If the owner desires it, owner will provide.: 


  

	 	•	 	 Lunchroom/training room with HVAC, area to be separated by curtain, tables, free standing chairs, cabinets, power, lighting, exterior windows, phone, sink, computer
driven projector in ceiling, screen, white boards, etc. 


  

	 	•	 	 Control room with adequate utilities for main process control system, HVAC, CCTV security and gate controls, work stations, windows to plant production area



  

	 	•	 	 Laboratory with adequate utilities for sinks, wet testing, 2 work stations, HVAC, one walled off office, sample retain area, laboratory vent hoods, cabinets and
work benches for chemical processing 


  

	 	•	 	 Locker rooms. Women’s for 20 people, Men’s for 70 people. HVAC, Lockers, showers, benches, sinks, toilets, mirrors, etc. 


  

	 	•	 	 Maintenance area with adequate utilities storage shelves and work benches as normally used in a maintenance area. 


  

	 	•	 	 Owner will provide office furniture, including desks, chairs, file cabinets, partitions. Contractor to supply all else. 


  

	 	•	 	 Fire Sprinklers: 


  

	 	•	 	 Install fire water system in new building and modify protection in old building as required for occupancy permit. 


  

	 	•	 	 Install second fire water main and tie into existing to create fire “loop” per drawings if additional capacity is needed. 


  

	 	•	 	 Move/install fire hydrants per drawings 


  

	 	•	 	 Provide normal alarms and controls as required by code and consistent with existing. 


  

	3	Owner’s Specified Materials and Subcontractors 

 The size and
quantity for the following equipment have been specified by the Owner: 
  

	3.1	Process Equipment 

  

	 	3.1.1 	Blenders and Reactors 

  

	 	•	 	 Four 6,000-gallon automated blender systems 


  

	 	•	 	 One 4,500-gallon automated blender system, 


  

	 	•	 	 One 1,100-gallon manual blender system, 


  

	 	•	 	 One 350-gallon manual blender system, 


  

	 	•	 	 Two 7,500-gallon automated Reactor systems, 


  

	 	•	 	 One 9,000-gallon automated blender system. 


  

	 	3.1.2 	Filling Equipment 

  

	 	•	 	 One 50 drum per hour drum/IBC filling line for reactors and finishing tank, with manual roller conveyors. 


  

 Page 14 of 26 









	 	3.1.3 	Storage Tanks 

  

	 	•	 	 Rework existing bulk storage tanks 


  

	 	•	 	 9 new storage tanks (UL-142 construction) 


  

	3.2	Building 

  

	 	3.2.1 	New Blend and Storage Building 

  

	 	•	 	 12,000 sq ft Butler style building 


  

	3.3	Utilities 

  

	 	3.3.1	Cooling Tower 

  

	 	•	 	 delete this. FMC sized cooling tower. 


  

	 	3.3.2 	Scrubber 

  

	 	•	 	 A Scrubber - Ceilcote EVS-16 venturi scrubber, or equivalent 


  

	 	3.3.3 	Steam Boiler 

  

	 	•	 	 Steam Boiler - Upgrade burners on existing boilers from 100 HP to 200 HP, to meet steam demands of plant. 


  

	 	3.3.4 	Hot Oil Heater 

  

	 	•	 	 Two (2) gas-fired hot oil heaters (GTS DH-V-13/40, 4.0 MM BTU/hr. or equivalent) 


  

	 	3.3.5 	Air Compressor 

  

	 	•	 	 remove this. FMC sized the air compressor. 


  

	 	3.3.6 	Soft Water 

  

	 	•	 	 A 8,000 gal per hour new softwater system including surge tank and pump 


  

 Page 15 of 26 









	4	Execution Plan 

 CONTRACTOR proposes to execute the design and
engineering, procurement, construction, commissioning, startup, and training of the Middletown Plant Expansion Project on a Turnkey basis as described below: 
 CONTRACTOR shall perform Process and Detail Engineering, and Procurement. CONTRACTOR shall supply all process equipment and material listed in Section 2 of this scope of work. This process & detailed design work and
procurement activities can be commenced immediately upon receiving OWNER authorization. 
 CONTRACTOR shall modify the existing facility piping, electrical
tie-ins, equipment setup, erection, installation, and other site activities associated with this expansion. 
 4.1 Execution Plan For Engineering and
Procurement Work 
 CONTRACTOR proposes to execute this phase of the Project using an experienced project task force. An organization chart for the
proposed task force is attached at the end of this section. The task force will be working under the supervision of CONTRACTOR’s project manager to execute the following project tasks: 
  

	 	4.1.1 	Engineering Services 

 The Process Design task will be performed at
CONTRACTOR’s home office in Chicago utilizing highly experienced engineers, designers, and specialists. The Detailed Engineering will be performed by the project team under the supervision of CONTRACTOR. The responsibility of these groups shall
be to develop the following items: 
  

	 	•	 	 perform all process design calculations and equipment selection and sizing 


  

	 	•	 	 prepare all process design drawing, operating manuals, and plant control philosophy 


  

	 	•	 	 prepare all instrument and equipment specifications 


  

	 	•	 	 prepare all construction drawings and specifications, and installation details 


  

	 	•	 	 Prepare all construction & installation package, issue package for bids and review bid prices. 


  

	 	•	 	 Prepare all instrument and/or equipment purchase requisitions 


  

	 	•	 	 Review all vendor drawings and data 


  

	 	4.1.2 	Procurement Services 

 Procurement of process equipment will be
performed using experienced CONTRACTOR home office staff in Chicago. CONTRACTOR utilizes the services of several freight forwarding organizations, which will be responsible for packaging and shipping of all equipment to the jobsite. The procurement
activities for this project shall be performed under the direction of CONTRACTOR’s Procurement Director and the Project Manager. The responsibilities of this procurement group include(s): 
  

	 	•	 	 Prepare quotation and bid documents and review with owner. 


  

	 	•	 	 Solicit suppliers’ quotations 


  

	 	•	 	 Prepare purchase requisitions and review with owner. 


  

	 	•	 	 Perform expediting, inspection, freight forwarding and receiving of equipment at the site 


  

	 	•	 	 Receive, organize and coordinate distribution of all vendor data and drawing submittals 


  

	 	•	 	 Solicit subcontractor installation quotations 


  

 Page 16 of 26 









	 	4.1.2.1	 Procurement Plan 

 The Procurement Plan establishes critical
items and purchasing procedures. It utilizes engineering input from equipment and control lists and integrated project schedules to define the equipment and material-purchasing schedule. 
 Major milestone activities included in CONTRACTOR’s Procurement Plan are: 
  

	 	•	 	 Supplier’s list is prepared for equipment and materials. This list is prepared early in the project as part of the planning cycle. It utilizes area resource
and surveys of supplier capabilities. 


  

	 	•	 	 RFQ’s (Request for Quotations) will be prepared by Engineering and Procurement Team (if required) and issued by the Purchasing Group. They will be
date-controlled in conjunction with the project schedule. 


  

	 	•	 	 Quotation summaries will be technically reviewed by Engineering, commercially reviewed by Purchasing, and joint approvals are required prior to executing the
purchase. 


  

	 	4.1.2.2 	Expediting 

 The Procurement Plan identifies critical equipment
needing special expediting and tracking. Expediting begins with contacting the vendor to confirm that he has entered the CONTRACTOR order into the vendor’s manufacturing/supply program. Expediting continues with the checking of status of vendor
engineering, procurement, manufacturing and shipping. CONTRACTOR expedites the review and return of reviewed vendor drawings and data. Comments from vendor data reviews will be transmitted to the vendor by e-mail and/or via courier. Expediting
continues until equipment has been received on site. 
 Equipment deliveries will generally not be contingent on drawing reviews so the vendor may order
critical raw materials as soon as he receives CONTRACTOR’s purchase order. 
 Expediting of spare parts parallels the expediting of the equipment for
which the parts are ordered. Major problems, which cannot be effectively resolved via fax or telephone, may require visit(s) to the vendor’s shop. CONTRACTOR can send copies of all Expediting Reports and shop visits to OWNER. 
  

	 	4.1.2.3 	Inspection Prior to Shipment 

 OWNER may wish to inspect equipment
supplied by CONTRACTOR. Inspection schedule will be published by CONTRACTOR. OWNER must notify CONTRACTOR two weeks in advance regarding time, date and names of OWNER personnel who would like to witness the shop inspection. OWNER will pay the cost
of trips made by OWNER personnel. 
 CONTRACTOR will develop with OWNER a mutually agreed upon inspection procedure for CONTRACTOR’s scope of supply.
This procedure will establish what equipment OWNER would like to inspect, tentative inspection milestones and reporting methods. 
 CONTRACTOR will submit to
OWNER copies of all Inspection Reports within 10 days after receiving the manufacturer’s final report. 
  

	 	4.1.2.4	Ocean Freight 

 All supplied equipment shall be tagged,
containerized and shipped to Middletown, OH on CIP basis as part of the project. 
  

 Page 17 of 26 









	 	4.1.2.5	Vendor List 

  

			
	 EQUIPMENT
	  	 VENDOR

	 MECHANICAL PROCESS EQUIPMENT

	 Centrifugal Pumps
	  	 Durco
 Goulds

		
	 PD Pumps
	  	 Viking Pump
 Blackmer
 Plenty Pump (with owner approval)

		
	 Metering Pumps
	  	 Milton Roy
 Neptune

		
	 Agitators
	  	 Lightnin
 Chemineer

		
	 Vent Scrubber
	  	Ceilcote
		
	 Hot Oil System
	  	 Sigma Thermal
 GTS
 Fulton Boiler

		
	 Steam Traps
	  	Armstrong
		
	 Cooling Tower
	  	 BAC
 Marley
 Evapco

		
	 Loading Arms
	  	FMC
		
	 Dry Disconnects
	  	OPW
		
	 Strainers
	  	 Eaton
 Sure Flow

		
	 Demisters
	  	 Koch
 RICSA

		
	 Filters
	  	 FSI
 Sparkler

		
	 5’x5’Pallet Scale
	  	 Mettler-Toledo
 Hardy Instruments (with owner
approval)

		
	 Air Compressor Systems
	  	 Sullair
 Quincy
 Atlas Copco

		
	 Flexible Hose
	  	 Flexible Components
 Hose Technologies
 Senior Flexonics

		
	 Spray Nozzles
	  	 BEX
 Lechler
 BETE


  

 Page 18 of 26 









			
	 EQUIPMENT
	  	 VENDOR

	 FILLING & PACKAGING

	 Drum/Tote Filling
	  	Specialty Equipment
		  	Tri Cal
		  	Velcon
	
	 INSTRUMENTATION

	Control Valves	  	Neles-Jamesbury
		
	Air Regulator Valve	  	Norgren
		  	ASCO
		  	Control air
		
	Pressure Regulator Valves	  	Fulflo
		  	Fisher Controls
		  	Watts Regulator
		
	Back Pressure Regulator Valves	  	Fulflo
		  	Fisher Controls
		
	Solenoid Valve	  	ASCO
		  	Parker Hannifin
		
	Level Instruments	  	Endress & Hauser
		  	Rosemount
		  	Yokokawa
		
	Pressure Indicators	  	Ashcroft
		  	US Gauge
		  	Weksler
		
	Temperature Indicators	  	Ashcroft
		  	US Gauge
		  	Weksler
		
	Temperature Transmitters	  	Fisher-Rosemount
		  	Endress & Hauser
		  	Yokogawa
		
	Pressure Transmitters	  	Rosemount
		  	Endress & Hauser
		  	Yokogawa
		
	Positive Displacement Meters	  	Brooks Instruments
		  	Smith Meter
		  	Brodie

  

	4.1.3 	Operating Manuals 

 CONTRACTOR will supply three sets of operating
manuals and user’s guides for all equipment and measuring process units and others within CONTRACTOR’s scope of supply. 
  

 Page 19 of 26 








 CONTRACTOR will provide three sets of installation and maintenance manuals for all equipment within CONTRACTOR’s
scope of design supply. 
 A draft of the manuals for the Plant Control System will be issued to OWNER for review after the Factory Acceptance Test (FAT).
Manuals shall be updated and issued at least one month before the facility is commissioned. 
  

	4.2	Execution Plan For Construction Work 

 Upon completion of Detail
Engineering, CONTRACTOR will issue construction packages including: 
  

	 	•	 	 Civil and structural plant modification work 


  

	 	•	 	 Mechanical Package for pipe, pipe support, tie-in, equipment setting and installation 


  

	 	•	 	 Electrical package to install electrical equipment, conduit, cables, cable trays, and instrument cable and wiring. 


 CONTRACTOR will send its construction management personnel, which will award Construction Activities. Based on the above the execution plan for the construction work at
the site is as follows: 
  

	 	4.2.1 	On-Site Construction Management 

 On-Site construction of the
Project shall be performed by local subcontractor(s), hired by CONTRACTOR, under the supervision of CONTRACTOR’s Construction Manager. The subcontractor duties shall include: 
  

	 	•	 	 Obtaining all applicable construction permits. 


  

	 	•	 	 Installation of all furnished Process Equipment. 


  

	 	•	 	 Fabrication and installation of piping systems. 


  

	 	•	 	 Installation of utility piping, as applicable. 


  

	 	•	 	 Installation of electric cable and conduits. 


  

	 	•	 	 Installation of power supply and control wiring cables. 


  

	 	•	 	 Pre-commissioning and commissioning of the facility. 


  

	 	•	 	 On-Site material handling, storage and setting. 


  

	 	•	 	 Develop and administer quality control, safety and environmental site plans. 


  

	 	•	 	 Conduct weekly construction status meetings. 


  

	 	•	 	 Issue monthly progress reports. 


  

	 	4.2.2 	As-Built Drawings 

 As-Built Drawings will be maintained on work
site. The As-Built Drawings are a controlled and complete set of documents upon which the Contractor records each and every instance of differences between the Work as executed and the Work as designed and depicted in the documents issued by the
Contractor for Construction Work. 
  

	 	4.2.3 	Safety Requirements 

 CONTRACTOR will develop, with assistance from
OWNER, Site Safety procedures and an orientation program required to meet OWNER’s safety goals. All workers and visitors shall strictly follow the Project Site Safety Plan. Responsibility for administering all safety policies during
construction shall rest with CONTRACTOR and its subcontractors. 
  

 Page 20 of 26 









	 	4.2.4	Temporary Facilities Requirements 

 Temporary facilities (i.e.,
trailer, office, etc.) will be provided by CONTRACTOR’S subcontractors during the construction PHASE. Some large CONTRACTOR equipment, which cannot be stored in a trailer, will require adequate indoor storage space (30 feet x 10 feet) which is
to be provided by OWNER. Owner will take reasonable measures to protect the equipment against damage by Quaker activities. 
  

	 	4.2.5	Commissioning Before Functional Completion 

 CONTRACTOR will provide
technical support services for commissioning, startup and plant operator training of the facility. The commissioning and startup services shall consist of the following: 
  

	 	•	 	 Develop commissioning and startup activities schedules and identify manpower required per activity. 


  

	 	•	 	 Develop construction completion checklists and confirm raw materials and spare parts required for plant startup are available. 


  

	 	•	 	 Inspect equipment to ensure that installation and construction activities have been satisfactorily completed by subcontractors. 


  

	 	•	 	 Coordinate on site startup activities with equipment supplier representatives (as required). 


  

	 	•	 	 Witness instrumentation calibration and wiring checkout. 


  

	 	•	 	 Organize and witness dry run for all equipment as well as controls and instrumentation. 


  

	 	•	 	 Witness wet run for the plant and conduct performance verification tests. 


  

	 	•	 	 Conduct performance testing and custody hand over to OWNER personnel. 


  

	 	4.2.6	Commissioning After Functional Completion 

 CONTRACTOR will provide
commissioning services following Functional Completion, which will consist of the following activities: 
  

	 	•	 	 Demo old equipment once new plant is operational and all production has been moved out of old blenders 


  

	 	•	 	 Demo and remove old plant piping 


  

	 	•	 	 Demo and remove old blenders 


  

	 	•	 	 Demo and remove old storage racks 


  

	 	•	 	 Demo and repair old production area floor 


  

	 	4.2.7	Operator Training 

 Operator Training shall consist of the
following: 
  

	 	•	 	 Conduct no more than four days (32 hours) classroom training for operation personnel prior to commissioning. 


  

	 	•	 	 Conduct hands on training of operators during the commissioning of the plant. 


  

 Page 21 of 26 









	 	4.2.8	Performance Testing 

  

	 	•	 	 Conduct performance tests in accordance with test procedures developed during the detail design to demonstrate the performance guarantee parameters listed in
Section 5 of this scope of work. 


  

	4.3	Inspection and Test Plan 

 Contractor will prepare an Inspection and
Test Plan and submit to the Owner prior to commissioning of the plant. 
  

	4.4	Project Schedule 

 A preliminary Project Schedule for this project
is attached. The proposed project duration is 15 months after the Contract award. CONTRACTOR will develop a detailed master schedule for the project within four weeks after the Contract Award, to be issued to OWNER for review and comments.

 CONTRACTOR’s project scheduling function assists the Project Manager and Client in developing totally integrated engineering, procurement,
construction and startup plans for accomplishing time objectives and in implementing these plans through detailed scheduling. 
 A preliminary schedule for
the project is attached. 
  

	4.5	Milestones 

 There will be six major milestones in the project.
These are: 
  

	 	1.	Preconstruction Activities. 

  

	 	2.	Obtaining Permits. 

  

	 	3.	Equipment Order and Delivery. 

  

	 	4.	Site Construction Activities. 

  

	 	5.	Startup Activities. 

  

	 	6.	Demolition of Existing Piping and Equipment. 

  

	4.6	Health and Environmental Protection 

 OWNER’S health and
environment protection standards as well as requirements of local, city and state authorities will be incorporated into the CONTRACTOR execution plan. CONTRACTOR will work very closely with OWNER to ensure that CONTRACTOR has information on the
latest state and local requirements. 
  

 Page 22 of 26 









	4.7	Project Team and Key Personnel 

 The
Contractor’s Project Team and Key Personnel for the Expansion Project are identified in Appendix I. 
  

	5	Performance Tests and Guarantees 

  

	5.1	Measuring Accuracy 

 The blender/reactor weigh cells
and in-line blending flow meters will demonstrate the following accuracy by filling blenders with a known amount of water pumped in from a bulk tank using the FMC blender control software and equipment. This will be demonstrated on three consecutive
loadings/blendings of not less than 1000 lbs and three consecutive un-loadings of not less than 1000 lbs. For in-line blender accuracy, the PD meters will be tested to provide the below stated accuracy: 
  

			
	 Equipment
	  	Accuracy
	 200 Gallon
	  	± 3 Lbs
	 900 Gallon
	  	± 6 Lbs
	 1,500 Gallon
	  	± 10 Lbs
	 6,000 Gallon
	  	± 30 Lbs
	 9,000 Gallon
	  	± 44 Lbs
	 PD (or MF) Meters
	  	± 2%

 The accuracy is the difference between the target amount dosed in the vessel and the actual amount
in the vessel. So it includes both the error related to the dosing control equipment and the error in weigh cell reading. 
  

	5.2	Contamination 

 The blender/reactor systems (vessel,
inlet piping, outlet piping and piggable transfer lines) will not retain more than the amount of product indicated below when emptied. This will be demonstrated by chemical analysis of the first three production batches made in each of the blenders,
reactors and drop tank. 
  

					
	 Blender
	  	Max product
retained (Lbs)	  	vessel volume
(gal)
	 V-l
	  	132	  	6,000
	 V-2
	  	132	  	6,000
	 V-3
	  	132	  	6,000
	 V-4
	  	132	  	6,000

  

 Page 23 of 26 









					
	 V-5
	  	100	  	4,500
	 V-6
	  	24	  	1,100
	 V-7
	  	10	  	350
	 V-8
	  	150	  	7,500
	 V-9
	  	150	  	7,500
	 V-10
	  	165	  	9,000

  

	5.3	Homogeneity 

 The blenders, reactors and drop tank
will demonstrate proper mixing by loading two miscible liquid chemicals with a viscostiy not greater than 500 cps and blending them for 15 minutes. Samples taken from the top and bottom of the blender will indicate not less than 99% homogeneous.
This only needs be demonstrated one time in each vessel to be considered complete. 
  

	5.4	Cooling Tower 

 The cooling tower will circulate
1200 gpm for a demonstrated period of 60 minutes as measured by a flow meter with all plant users in cooling mode (minimal pressure drop through system). During this same period, it will demonstrate the capacity to cool water from 95 to 87 F with an
ambient WBT of 85 F at full flow. This will be determined by actual measurements and determination of capacity using standard charts. 
  

	5.5	Steam Boilers 

 The two steam boilers running, both
at the same time, will demonstrate the ability to generate 400 Hp of steam for a sustained period of one hour with water levels running at steady state. 
  

	5.6	Hot Oil Heaters 

 Both of the hot oil heaters and
pumps will demonstrate the ability to generate 4.0 MM BTU per hour of heat for a period of one hour with the oil temperature greater than 450 F. 
  

	5.7	Air Compressor 

 The air compressor system will
demonstrate the ability to generate the designed flow rate of 1,000 cfm compressed air, and a maximum dew point of-40F while generating less than 80 db of noise outside the compressor shed. 
  

	5.8	Floor Scales 

 All floor scales will be calibrated
by the supplier and they shall provide certificates indicating the accuracy of the scales is within 2 lbs. 
  

	5.9	Water Softener 

 Water softener will demonstrate
that it is adequate to produce 4,000 gal of soft water in 30 minutes. 
  

 Page 24 of 26 









	5.10	Pumps 

 Each of the pumps listed below will
demonstrate that they can deliver the design flow rate at the design pressure for a period of 15 minutes minimum: 
  

					
		 	 V-l recirculation pump
 V-2 recirculation pump

V-3 recirculation pump
 V-4 recirculation pump
 V-5 recirculation pump
 V-6 recirculation pump
 V-7 recirculation pump
 V-8 recirculation pump
 V-9 recirculation pump
 V-10 recirculation pump
 V-8 oil recirculation pump
 V-9 oil recirculation pump
	 	

  

	 	*	The above are based on viscosity of 500 cP. 

  

					
		 	 Bulk water pump
 Bulk soft water pump
	 	

  

	 	*	The above are based on viscosity of water. 

  

					
		 	All bulk raw material pumps	 	

  

	 	*	The above are based on viscosities of raw materials as shown in tank spreadsheet attachment 4 - BULK TANKS details 011508.xls. 

  

	5.11	Controls and Instrumentation 

 All controls and
instrumentation will function as designed at Functional Completion of plant. 
  

	5.12	Drum Filling Line 

 Drum filling line must
demonstrate 50 drums per hour equivalent production rate for a period of one hour for acceptance. This is based on viscosity not to exceed 100 cps. 
  

	5.13	Piggable Lines 

 Piggable lines must demonstrate
normal flow and pigging performance under conditions of low and high viscosity material. Performance must also demonstrate cleanliness levels needed to support the criteria in Section 4.2. Since the piggable lines may perform differently in
winter weather, if the plant is determined to be functionally complete before winter weather, contractor will make any changes necessary for piggible lines to operate correctly in winter weather as part of their performance guarantee. 
  

 Page 25 of 26 









	5.14	Reactor Vacuum 

 Reactor systems will demonstrate a
minimum vacuum of 26 inch HG absolute. With the reactor systems isolated, they will demonstrate “air-tightness” such that they do not loose more than 1 inch HG vacuum in 8 hours. 
  

	6	Functional Completion 

 Functional Completion means
that date when the Work, or a System: 
  

	 	a)	has passed the required Performance Tests that are stipulated in the Scope of Work to be performed before Functional Completion; and 

  

	 	b)	is certified by the Owner’s Representative as being complete or ready to be put into service, or being used for the purpose intended and a Functional Completion Certificate is
issued., and 

  

	 	c)	Only non-critical punch list items remain to be completed by contractor. Non-critical punch list items are items that do not measurably affect safety, protection of the environment,
efficiency or quality. 

  

	7	Attachments 

  

	7.1	Process Drawings 

  

	7.2	General Arrangement 

  

	7.3	Preliminary Project Schedule 

  

	7.4	BULK TANKS details 011508.xls (F Sansom note: I need to see a copy of this to validate is it the most recent verion) 

  

 Page 26 of 26 








 ATTACHMENT 7.1 
 PROCESS DRAWINGS 









 

 
  









 

 
  









 

 
  









 

 
  









 

 
  









 

 
  









 

 
  









 

 
  









 

 
  









 QUAKER CHEMICAL INC. 
 GENERAL NOTES AND INSTRUCTIONS 
  

	1.	WHERE USED, HOSE COUPLINGS SHALL BE “DRY-BREAK” DESIGN TO HELP PREVENT ACCIDENTAL SPILLS. 

  

	2.	WHEREVER POSSIBLE, ALL INSTRUMENTS AND MANUAL VALVES SHALL BE ACCESSIBLE TO A TECHNICIAN WITHOUT THE USE OF A LADDER. 

  

	3.	AUTOMATED CONTROL SYSTEM TO INCLUDE VISUAL AND AUDIBLE INDICATORS FOR ALARM CONDITIONS. IF POSSIBLE, TECHNICIAN SHALL BE ABLE TO DISCERN FROM THE INDICATOR THE SERIOUSNESS OF THE
ALARM CONDITION (I.E., REQUEST ALARM VERSUS WARNING ALARM VERSUS EMERGENCY ALARM). 

  

	4.	OPEN ENDED LINES SUCH AS VENTS AND OVERFLOWS SHALL BE DIRECTED TO A SAFE LOCATION TO MINIMIZE THE CHANCE OF CONTACT TO PERSONNEL. 

  

	5.	BRANCH CONNECTIONS INTO VENT HEADER SHALL ALWAYS ENTER INTO TOP OF HEADER. THIS DESIGN LESSENS THE CHANCE OF BACK-FLOW OF FLUID FROM HEADER INTO BRANCH LINE.


  

	6.	EMERGENCY SHUTDOWN BUTTONS (ESD) SHALL BE LOCATED IN NORMAL WORKING AREAS TO ALLOW FOR THE AUTOMATIC SHUTDOWN OF EQUIPMENT AND/OR SYSTEMS. QUANTITY AND LOCATION OF BUTTONS SHALL BE
DETERMINED DURING DETAIL DESIGN PHASE. 

  

	7.	WHENEVER POSSIBLE, FLEXIBLE HOSES SHALL BE ORIENTED IN A HORIZONTAL POSITION WHEN CONNECTED TO WEIGH VESSELS (I.E, VESSELS ON LOAD CELLS). 

  

	8.	

  

	9.	EACH AUTOMATED RAW MATERIAL INLET VALVE INTO A BLENDER OR REACTOR SHALL BE MOUNTED AS CLOSE AS IS FEASIBLE TO THE VESSEL THE PIPE LINE BETWEEN THE VALVE AND THE VESSEL SHALL BE
SLOPED TO RESULT THAT THE LINE CAN FREE DRAIN INTO THE VESSEL THE IDEAL DESIGN IS FOR THE LINE TO BE ORIENTED VERTICALLY FROM THE VALVE INTO THE VESSEL. THIS DESIGN IMPROVES DOSING ACCURACY AND MINIMIZES DRIPPING OF RESIDUAL FLUID FROM LINE INTO THE
VESSEL. 

  

	10.	PUMPS, STRAINERS, FILTERS, VALVES, METERS AND OTHER FLUID-FILLED COMPONENTS THAT ARE INSTALLED IN PIPING SYSTEMS THAT ARE TRACED AND/OR INSULATED SHALL ALSO BE TRACED AND INSULATED
TO MATCH THE REQUIREMENTS OF THE ATTACHED PIPING SYSTEM. 

  

	11.	WHERE SIZE IS NOT INDICATED ON THE DRAWING FOR A DRAIN OR VENT VALVE, USE THE FOLLOWING GUIDELINES: 

  

	 	•	 	 USE A15 MM (1/2 INCH) VALVE FOR VENT OR DRAIN WHEN CONNECTED TO A MAIN LINE OF 50 MM (2 INCHES) OR SMALLER; 


  

	 	•	 	 USE A18 MM (3/4 INCH) VALVE FOR VENT OR DRAIN WHEN CONNECTED TO A MAIN LINE LARGER THAN 50 MM (2 INCHES); 


  

	12.	VENT AND DRAIN VALVES SHALL HAVE ROUND OR OVAL HANDLES. THIS WILL LESSEN THE CHANCE OF ACCIDENTAL OPENING IF THE VALVE IS BUMPED. ALL VENT AND DRAIN VALVES SHOULD BE FITTED WITH A
PLUG OR BLIND ON THE OPEN END WHEN NOT IN OPERATION. 

  

	13.	WHERE INLET LINES TO A BLENDER ARE TRACED AND/OR INSULATED, THE TRACING AND/OR INSULATION SHALL STOP APPROXIMATELY 450 MM (18 INCHES) ABOVE THE TOP OF VESSEL. THIS WILL PREVENT THE
TRACING AND/OR INSULATION FROM INTERFEREING WITH THE INSTALLATION OF THE SEAL BOOT BETWEEN THE LINE AND THE VESSEL. 

  

	14.	FLEXIBLE HOSES THAT ARE USED TO CONNECT BETWEEN THERMAL LINES AND WEIGH VESSELS SHALL NOT BE TRACED OR INSULATED. THIS ALLOWS FOR FULL MOVEMENT OF THE HOSE WHICH RESULTS IN MORE
ACCURATE WEIGHING USING THE LOAD CELL SYSTEM. 

  

	15.	ALL AUTOMATED VALVES ARE “FAIL CLOSED” UNLESS OTHERWISE INDICATED. 

 

 
  

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 ATTACHMENT 7.2 
 GENERAL ARRANGEMENT 







 

 







 ATTACHMENT 7.3 
 PRELIMINARY PROJECT SCHEDULE 







 

 







 

 







 

 







 

 
  







 ATTACHMENT 7.4 
 BULK TANKS 








																							
	 	  	 	  	REV 2	  	 	  	1/15/08	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	 	  	TANK DATA	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 Component
Code
	  	 Raw Material Name
	  	Tank ID	  	HOSE
BOARD
column #	  	Tank
Cap.
(gal)	  	Tank
Status	  	Tank
Type	  	 Tank
Dimensions
(dta x ht)
	  	 Tank 
Material of 
Construction
	  	 Tank
Heating 
Available
	  	 Heating Reg’d
for Item 
in storage
(dog F)

	  	 Recommended
Storage
Temperature

	102495	  	 Fatty Acid Methyl Ester
	  	OS-0001	  	1	  	30,000	  	Existing	  	Flat Btm	  	12’ x 35’	  	Carbon Steel	  	No (exist)	  	Yes (100)	  	90 to 120 F
	100752	  	 Grease - Yellow
	  	OS-0002	  	1	  	30,000	  	Existing	  	Flat Btm	  	12’ x 35’	  	Carbon Steel	  	Yes (exist)	  	Yes (120)	  	120 to 130 F
	100485	  	 Nap Oil 20 cST @ 40C
	  	OS-0003	  	2	  	30,000	  	Existing	  	Flat Btm	  	12’ x 35’	  	Carbon Steel	  	Yes (exist)	  	Yes (90)	  	80 to 100 F
	100132	  	 Oleic Acid
	  	OS-0004	  	2	  	30,000	  	Existing	  	Flat Btm	  	12’ x 35’	  	Carbon Steel	  	Yes (new)	  	Yes (100)	  	100 to 110 F
	101733	  	 Nap Oil 22 cST @ 40C
	  	OS-0005	  	3	  	30,000	  	Existing	  	Flat Btm	  	12’ x 35’	  	Carbon Steel	  	No (exist)	  	No	  	Ambient
	100364	  	 Sodium Hydrooxide 50%
	  	OS-0006	  	1	  	17,000	  	Existing	  	Flat Btm	  	12’ x 35’	  	Carbon Steel	  	Yes (exist)	  	Yes (135)	  	130 to 140 F
	102958	  	 White Grease - Middletown
	  	OS-0007	  	1	  	30,000	  	Existing	  	Flat Btm	  	12’ x 35’	  	Carbon Steel	  	Yes (exist)	  	Yes (120)	  	120 F
	100512	  	 White Grease - Detroit
	  	OS-0008	  	2	  	30,000	  	Existing	  	Flat Btm	  	12’ x 35’	  	Carbon Steel	  	Yes (exist)	  	Yes (120)	  	120 F
	100133	  	 Technical Acid 47
	  	OS-0009	  	2	  	30,000	  	Existing	  	Flat Btm	  	12’ x 35’	  	Carbon Steel	  	Yes (exist)	  	Yes (120)	  	120 to 130 F
	101733	  	 Nap Oil 22 cST @ 40C
	  	OS-0010	  	3	  	30,000	  	Existing	  	Flat Btm	  	12’ x 35’	  	Carbon Steel	  	No (exist)	  	No	  	Ambient
	100315	  	 Nap Oil 240 cST @ 40C
	  	OS-0011	  	10	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	Yes (exist)	  	Yes (100)	  	100 to 120 F
	102673	  	 Coconut Oil Crude
	  	OS-0012	  	8	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	Yes (exist)	  	Yes (110)	  	105 to 130 F
	101757	  	 P&G methyl Palmatate
	  	OS-0013	  	8	  	12,000	  	Existing	  	Flat Btm	  	12’ x 35’	  	Carbon Steel	  	Yes (exist)	  	Yes (100)	  	90 to 105 F
	spare	  	 Spare
	  	OS-0014	  	6	  	12,000	  	Existing	  	Flat Btm	  	12’ x 35’	  	Carbon Steel	  	No (exist)	  	No	  	
	101726	  	 Para Oil 3.5 cSt @ 40C
	  	OS-0015	  	5	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	No (exist)	  	No	  	Ambient
	101409	  	 Severely Hydrotreated Light Distillates Naphtheric
	  	OS-0016	  	3	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	No (exist)	  	No	  	Ambient
	100326	  	 Coconut Oil Refined
	  	OS-0017	  	10	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	Yes (exist)	  	Yes (115)	  	110 to 120 F
	100932	  	 Calcium Sulfonate In Mineral Oil
	  	OS-0018	  	8	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	Yes (exist)	  	Yes (130)	  	120 to 130 F
	000001	  	 Stop Oil
	  	OS-0019	  	8	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	No (exist)	  	NO	  	Ambient
	101734	  	 Para Oil 20 cST @ 40C
	  	OS-0020	  	6	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	No (exist)	  	NO	  	Ambient
	102651	  	 Paraflex Ht-10/ Conosol
	  	OS-0021	  	5	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	No (exist)	  	NO	  	Ambient
	102316	  	 Grease - Yellow Sulfurized
	  	OS-0022	  	3	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	No (exist)	  	Yes (120)	  	100 to 140 F
	014199	  	 U14199BS (Made in Reactor)
	  	OS-0023	  	10	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	Yes (exist)	  	Yes (90)	  	80 to 100 F
	000000	  	 Waste water
	  	OS-0024	  	9	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	Yes (exist)	  	Yes (40)	  	>32 F
	101539	  	 Sodium Alkyaryl Sulfonate MW 430
	  	OS-0025	  	7	  	12,000	  	Existing	  	Flat Btm	  	13’ x 14’	  	Carbon Steel	  	Yes (new)	  	Yes (135)	  	120 to 130 F
	101448	  	 Calcium Sulfonate In Mineral Oil 1448
	  	OS-0026	  	6	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	No (exist)	  	Yes (120)	  	120 F
	100469	  	 Low Odor Base Solvent (LOBS)
	  	OS-0027	  	5	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	No (exist)	  	No	  	Ambient
	0	  	 spare
	  	OS-0028	  	4	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	No (exist)	  		  	
	014198	  	 U14198BS (Made in Reactor)
	  	OS-0029	  	10	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	Yes (exist)	  	Yes (90)	  	80 to 100 F
	013590	  	 Intermediate 013590 (Made in Reactor)
	  	OS-0030	  	9	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	Yes (exist)	  	Yes (105)	  	100 to 110 F
	100116	  	 Monoethanolamine
	  	OS-0031	  	7	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	No (exist)	  	Yes (95)	  	95 F
	100413	  	 LARD OIL SULFURIZED 10%
	  	OS-0032	  	6	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	No (exist)	  	Yes (135)	  	130 to 140 F
	101847	  	 Coconut Fatty Acid,
	  	OS-0033	  	5	  	12,000	  	Existing	  	Flat Btm	  	13’ x 14’	  	Carbon Steel	  	No (exist)	  	Yes (115)	  	115 F
	102154	  	 Severely Hydrotreated Heavy Naphthenic Distillates
	  	OS-0034	  	4	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	No (exist)	  	No	  	Ambient
	100741	  	 Severely Hydrotreated Heavy Naphthenic Distillates
	  	OS-0035	  	9	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	No (exist)	  	Yes (125)	  	120 to 130 F
	102416	  	 Sulfurized Fattyacid Ester 10%
	  	OS-0036	  	9	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	Yes (exist)	  	Yes (110)	  	90 to 130 F
	100854	  	 Reclaimed Oil 40 cST @ 40C
	  	OS-0037	  	7	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	Yes (exist)	  	Yes (80)	  	80 F
	spare	  	 spare
	  	OS-0038	  	7	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	No (exist)	  	No	  	
	102639	  	 Para/Nap Solvent 113C
	  	OS-0039	  	4	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	No (exist)	  	No	  	Ambient
	102667	  	 Poly ester blend
	  	OS-0040	  	4	  	12,000	  	Existing	  	Flat Btm	  	11’ x 17’	  	Carbon Steel	  	No (exist)	  	No	  	
	013473	  	 Ferrocate x 61A-Us Conc. (Made in Blender)
	  	OS-0041	  		  	12,000	  	New	  		  	13’ x 14’	  	Carbon Steel	  		  	Yes (105)	  	100 to 110 F
	100187	  	 Trimethylolpropane (locate tank in reactor bldg)
	  	OS-0042	  		  	12,000	  	New	  		  	13’ x 14’	  	Carbon Steel	  		  	Yes (200)	  	195 to 210 F
	013725	  	 Quintolubric 888 68 (Made in finishing tank)
	  	OS-0043	  		  	20,000	  	New	  		  		  	Carbon Steel	  		  	Yes (105)	  	100 to 110 F
	100793	  	 Neopenlyl Glycol (locate tank in reactor bldg)
	  	OS-0044	  		  	12,000	  	New	  		  	13’ x 14’	  	Carbon Steel	  		  	Yes (135)	  	130 to 140 F
	008055	  	 TMP Monomerate (Made in Reactor)
	  	OS-0045	  		  	12,000	  	New	  		  	13’ x 14’	  	Carbon Steel	  		  	Yes (105)	  	100 to 110 F
	004918	  	 Intermediate 4918 (Made in Reactor)
	  	OS-0046	  		  	12,000	  	New	  		  	13’ x 14’	  	Carbon Steel	  		  	Yes (125)	  	120 to 130 F
	005510	  	 Quaker Draw 5510 (Made in Reactor)
	  	OS-0047	  		  	12,000	  	New	  		  	13’ x 14’	  	Stainless Steel	  		  	Yes (100)	  	90 to 100 F
	100071	  	 Diethanolamine
	  	OS-0048	  		  	12,000	  	New	  		  	13’ x 14’	  	Stainless Steel	  		  	Yes (125)	  	122 F
	014113	  	 Quintolubric 888-46 (Made in finishing tank)
	  	OS-0049	  		  	20,000	  	New	  		  		  	Carbon Steel	  		  	Yes (105)	  	100 to 110 F

  


					
		  	BULK TANKS	  	Page 1










																							
	 	  	 	  	 REV 2
	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	 	  	TANK DATA	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 Component
Code
	  	 Raw Material Name
	  	 Tank ID
	  	Tank # item
is currently
stored in Mdt	  	 Recommended
Metallurgy for item
in
storage
	  	 Raw Material Type
Description
	  	Total
Thruput
(lb)	  	No. of
Products	  	Blends/
Yr	  	Tc/mo	  	Truck/
mo	  	Tote/wk
	102495	  	Fatty Acid Methyl Ester	  	OS-0001	  	4	  	Carbon Steel	  	Bulk Component	  	2,126,452	  	10	  	347.7	  	0.9	  	3.7	  	10.2
	100752	  	Grease - Yellow	  	OS-0002	  		  	Carbon Steel	  	Bulk Component	  	5,000,130	  	12	  	321.8	  	2.1	  	8.7	  	24
	100485	  	Nap Oil 20 cSt @ 40C	  	OS-0003	  		  	Carbon Steel	  	Bulk Component	  	21,437,019	  	42	  	968.1	  	8.9	  	37.2	  	103.1
	100132	  	Oleic Acid	  	OS-0004	  		  	Stainless Steel	  	Bulk and Drum Component	  	10,059,558	  	44	  	959.2	  	4.2	  	17.5	  	48.4
	101733	  	Nap Oil 22 cSt @ 40C	  	OS-0005	  	1	  	Carbon Steel	  	Bulk and Drum Component	  	20,531,858	  	33	  	684.3	  	8.6	  	35.6	  	98.7
	100364	  	Sodium Hydroxide 50%	  	OS-0006	  	6	  	Stainless Steel	  	Bulk Component	  	2,078,898	  	25	  	611.3	  	0.9	  	3.6	  	10.0
	102958	  	White Grease - Middletown	  	OS-0007	  	7	  	Carbon Steel	  	Bulk Component	  	12,000,000	  	5	  	112.4	  	5.0	  	20.8	  	57.7
	100512	  	White Grease - Detroit	  	OS-0008	  		  	Carbon Steel	  	Bulk and Drum Component	  	11,641,477	  	17	  	552.5	  	4.9	  	20.2	  	56.0
	100133	  	Tachnical Acid 47	  	OS-0009	  		  	Carbon Steel	  	Bulk Component	  	12,140,580	  	7	  	323.1	  	5.1	  	21.1	  	58.4
	101733	  	Nap Oil 22 cSt @ 40C	  	OS-0010	  	1	  	Carbon Steel	  	Bulk and Drum Component	  	20,531,856	  	33	  	684.3	  	8.6	  	35.6	  	98.7
	100315	  	Nap Oil 240 cSt @ 40C	  	OS-0011	  	11	  	Carbon Steel	  	Bulk and Drum Component	  	2,332,768	  	38	  	657.2	  	1.0	  	4.0	  	11.2
	102673	  	Coconut Oil Crude	  	OS-0012	  	12	  	Carbon Steel	  	Bulk Component	  	1,130,034	  	6	  	85.0	  	0.5	  	2.0	  	5.4
	101757	  	P& G Methyl palmatate	  	OS-0013	  	3	  	Carbon Steel	  	Bulk and Drum Component	  	1,566,423	  	20	  	332.6	  	0.7	  	2.7	  	7.5
	spare	  	Spare	  	OS-0014	  		  	Carbon Steel	  		  		  		  		  		  		  	
	101726	  	Para Oil 3.5 cSt @ 40C	  	OS-0015	  		  	Carbon Steel	  	Bulk Component	  	2,748,841	  	5	  	103.5	  	1.1	  	4.8	  	13.2
	101409	  	Sevarely Hydrotreated Light Naphthenic Distillates	  	OS-0016	  		  	Carbon Steel	  	Bulk and Drum Component	  	966,739	  	18	  	260.9	  	0.4	  	1.7	  	4.6
	100326	  	Coconut Oil Refined	  	OS-0017	  		  	Carbon Steel	  	Bulk Component	  	2,546,208	  	11	  	327.8	  	1.1	  	4.4	  	12.2
	100932	  	Calcium Sulfonate In Mineral Oil	  	OS-0018	  		  	Carbon Steel	  	Bulk and Drum Component	  	2,120,989	  	15	  	353.8	  	0.9	  	3.7	  	10.2
	000001	  	Stop Oil	  	OS-0019	  		  	Carbon Steel	  	Slop Oil	  		  		  		  		  		  	
	101734	  	Para Oil 20 cSt @ 40C	  	OS-0020	  		  	Carbon Steel	  	Bulk Component	  	3,608,379	  	11	  	362.2	  	1.5	  	6.3	  	17.3
	102651	  	Paraflex Ht-10/Conosol	  	OS-0021	  	21	  	Carbon Steel	  	Bulk Component	  	743,325	  	2	  	27.9	  	0.3	  	1.3	  	3.6
	102316	  	Grease - Yellow Sulfurized	  	OS-0022	  		  	Carbon Steel	  	Bulk Component	  	3,211,217	  	12	  	383.4	  	1.3	  	5.6	  	15.4
	014199	  	U14199BS (Made in Reactor)	  	OS-0023	  	23	  	Carbon Steel	  	Bulk Component	  	1,561,497	  	6	  	131.6	  	0.7	  	2.7	  	7.5
	000000	  	Waste water	  	OS-0024	  	24	  	Carbon Steel	  	Waste water	  	625,000	  		  		  		  		  	
	101539	  	Sodium Alkylaryl Sulfonate MW 430	  	OS-0025	  		  	Carbon Steel	  	Bulk and Drum Component	  	1,120,735	  	21	  	465.6	  	0.5	  	1.9	  	5.4
	101448	  	Calcium Sulfonate In Mineral Oil 1448	  	OS-0026	  		  	Carbon Steel	  	Bulk and Drum Component	  	1,161,918	  	5	  	167.3	  	0.5	  	2.0	  	5.6
	100469	  	Low Odor Base Solvent (LOBS)	  	OS-0027	  		  	Carbon Steel	  	Bulk Component	  	1,372,489	  	14	  	157.7	  	0.6	  	2.4	  	6.6
	0	  	spare	  	OS-0028	  		  	Carbon Steel	  		  		  		  		  		  		  	
	014198	  	U14198BS (Made in Reactor)	  	OS-0029	  	2	  	Carbon Steel	  	Bulk Component	  	501,804	  	5	  	75.6	  	0.2	  	0.9	  	2.4
	013590	  	Intermediate 013590 (Made in Blender)	  	OS-0030	  		  	Carbon Steel	  	Bulk Component	  	2,430,311	  	1	  	184.0	  	1.0	  	4.2	  	11.7
	100116	  	Monoethanolamine	  	OS-0031	  		  	Carbon Steel	  	Bulk and Drum Component	  	1,546,774	  	68	  	1,026.3	  	0.6	  	2.7	  	7.4
	100413	  	LARD OIL SULFURIZED 10%	  	OS-0032	  	8	  	Carbon Steel	  	Bulk Component	  	2,078,898	  	25	  	611.3	  	0.9	  	3.6	  	10.0
	101847	  	Coconut Fatty Acid,	  	OS-0033	  		  	Carbon Steel	  	Bulk and Drum Component	  	1,449,634	  	4	  	109.8	  	0.6	  	2.5	  	7.0
	102164	  	Sevarely Hydrotreated Heavy Naphthenic Distillates	  	OS-0034	  		  	Carbon Steel	  	Bulk Component	  	794,338	  	3	  	86.3	  	0.3	  	1.4	  	3.8
	100741	  	Sevarely Hydrotreated Heavy Naphthenic Distillates	  	OS-0035	  		  	Carbon Steel	  	Bulk and Drum Component	  	560,342	  	14	  	177.0	  	0.2	  	1.0	  	2.7
	102416	  	Sulfurized Fattyacid Ester 10%	  	OS-0036	  	36	  	Carbon Steel	  	Bulk Component	  	829,433	  	8	  	228.6	  	0.3	  	1.4	  	4.0
	100854	  	Reclaimed Oil 40 cSt @ 40C	  	OS-0037	  		  	Carbon Steel	  	Bulk Component	  	1,038,306	  	5	  	81.4	  	0.4	  	1.8	  	5.0
	spare	  	spare	  	OS-0038	  		  	Carbon Steel	  		  		  		  		  		  		  	
	102639	  	Para/Nap Solvent 113C	  	OS-0039	  	39/40	  	Carbon Steel	  	Bulk Component	  	1,875,950	  	3	  	67.8	  	0.8	  	3.3	  	9.0
	102667	  	Poly ester blend	  	OS-0040	  	10	  	Carbon Steel	  	Bulk Component	  	206,000	  		  		  	0.1	  	0.4	  	1.0
	013473	  	Ferrocote x 61A-Us Conc. (Made in Blender)	  	OS-0041	  		  	Carbon Steel	  	Bulk Component	  	3,632,271	  	1	  	275.2	  	1.5	  	6.3	  	17.5
	100187	  	Trimethylolpropane (locate tank in reactor bldg)	  	OS-0042	  		  	Carbon Steel	  	Bulk and Drum Component	  	2,279,864	  	8	  	339.0	  	0.9	  	4.0	  	11.0
	013725	  	Quintolubric 888 66 (Made in finishing tank)	  	OS-0043	  		  	Carbon Steel	  	Bulk Component and Finished Product	  	251,574	  	1	  	12.0	  	0.1	  	0.4	  	1.2
	100793	  	Neopentyl Glycol (locate tank in reactor bldg)	  	OS-0044	  		  	Carbon Steel	  	Bulk Component	  	1,899,923	  	9	  	253.5	  	0.8	  	3.3	  	9.1
	008055	  	TMP Monomerate (Made in Reactor)	  	OS-0045	  		  	Carbon Steel	  	Bulk and Drum Component	  	6,619,473	  	33	  	727.2	  	2.8	  	11.5	  	31.8
	004918	  	Intermediate 4918 (Made in Reactor)	  	OS-0046	  		  	Carbon Steel	  	Bulk Component	  	888,624	  	3	  	147.3	  	0.4	  	1.5	  	4.3
	005510	  	Quaker Draw 5510 (Made in Reactor)	  	OS-0047	  		  	Stainless Steel	  	Bulk and Drum Component	  	1,441,679	  	8	  	303.5	  	0.6	  	2.5	  	6.9
	100071	  	Diethanolamine	  	OS-0048	  		  	Stainless Steel	  	Bulk and Drum Component	  	1,453,231	  	14	  	266.2	  	0.6	  	2.5	  	7.0
	014113	  	Quintolubric 888-46 (Made in finishing tank)	  	OS-0049	  		  	Carbon Steel	  	Finished Product	  		  		  		  		  		  	

  


					
		  	BULK TANKS	  	Page 2










																									
	  	  	 	  	 REV 2
	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	 	  	TANK DATA	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 Component
Code
	  	 Raw
Material Name
	  	 Tank ID
	  	Drum/day	  	Gal/day	  	Max Dose
(lb)	  	 Rept
Mode
	  	Receipt
(gal)	  	Lead Time
(days)	  	Safety
(gal)	  	Total
(gal)	  	Approx 2xMax
Dose (gal)	  	Recommended Tank
Size (gal)
	 102495
	  	Fatty Acid Mathyl Ester	  	OS-0001	  	18.9	  	1,063	  	25,025	  	Truck	  	6,000	  	10	  	10,632	  	10,632	  	6,256	  	16,632
	 100752
	  	Grease - Yellow	  	OS-0002	  	44.4	  	2,500	  	28,995	  	Truck	  	6,000	  	3	  	7,500	  	13,500	  	7,249	  	13,500
	 100485
	  	Nap Oil 20 cSt @ 40C	  	OS-0003	  	190.6	  	10,719	  	52,800	  	Railcar	  	30,000	  	7	  	75,030	  	105,030	  	13,200	  	105,030
	 100132
	  	Oleic Acid	  	OS-0004	  	89.4	  	5,030	  	38,837	  	Railcar	  	30,000	  	7	  	35,208	  	65,208	  	9,709	  	65,208
	 101733
	  	Nap Oil 22 cSt @ 40C	  	OS-0005	  	182.5	  	10,266	  	52,800	  	Railcar	  	30,000	  	3	  	30,798	  	60,798	  	13,200	  	60,798
	 100364
	  	Sodium Hydroxide 50%	  	OS-0006	  	18.5	  	1,039	  	6,600	  	Truck	  	6,000	  	10	  	10,394	  	16,394	  	1,650	  	16,394
	 102958
	  	White Grease - Middletown	  	OS-0007	  	106.7	  	6,000	  	33,572	  	Truck	  	6,000	  	6	  	36,000	  	42,000	  	8,393	  	42,000
	 100512
	  	White Grease - Detroit	  	OS-0008	  	103.5	  	5,821	  	42,812	  	Truck	  	6,000	  	3	  	17,462	  	23,462	  	10,703	  	23,462
	 100133
	  	Technical Acid 47	  	OS-0009	  	107.9	  	6,070	  	40,831	  	Truck	  	6,000	  	7	  	42,492	  	48,492	  	10,208	  	48,492
	 101733
	  	Nap Oil 22 cSt @ 40C	  	OS-0010	  	182.5	  	10,266	  	52,800	  	Railcar	  	30,000	  	3	  	30,798	  	60,798	  	13,200	  	60,798
	 100315
	  	Nap Oil 240 cSt @ 40C	  	OS-0011	  	20.7	  	1,166	  	12,111	  	Truck	  	6,000	  	8	  	6,998	  	12,998	  	3,028	  	12,998
	 102673
	  	Coconut Oil Crude	  	OS-0012	  	10.0	  	565	  	20,218	  	Truck	  	6,000	  	6	  	3,390	  	9,390	  	5,055	  	9,390
	 101757
	  	P&G methyl palmatate	  	OS-0013	  	13.9	  	783	  	18,506	  	Truck	  	6,000	  	10	  	7,832	  	13,832	  	4,627	  	13,832
	 spare
	  	Spare	  	OS-0014	  		  		  		  	Truck	  	6,000	  		  		  		  		  	
	 101726
	  	Para Oil 3.5 cSt @ 40C	  	OS-0015	  	24.4	  	1,374	  	43,780	  	Truck	  	6,000	  	6	  	8,247	  	14,247	  	10,945	  	14,247
	 101409
	  	Severely Hydrotreated Light Naphthenic Distilates	  	OS-0016	  	8.6	  	483	  	13,425	  	Railcar	  	23,000	  	10	  	4,834	  	27,834	  	3,356	  	27,834
	 100326
	  	Coconut Oil Refined	  	OS-0017	  	22.6	  	1,273	  	17,776	  	Truck	  	6,000	  	10	  	12,731	  	18,731	  	4,444	  	18,731
	 100932
	  	Calcium Sulfonate In Mineral Oil	  	OS-0018	  	18.9	  	1,060	  	23,496	  	Truck	  	6,000	  	10	  	10,605	  	16,605	  	5,874	  	16,605
	 000001
	  	Slop Oil	  	OS-0019	  		  		  		  	Process	  	6,000	  		  		  		  		  	
	 101734
	  	Para Oil 20 cSt @ 40C	  	OS-0020	  	32.1	  	1,804	  	21,593	  	Truck	  	6,000	  	6	  	10,825	  	16,825	  	5,398	  	16,825
	 102651
	  	Paraflex Ht-10/ Conosol	  	OS-0021	  	6.6	  	372	  	27,806	  	Truck	  	6,000	  	10	  	3,717	  	9,717	  	6,951	  	9,717
	 102316
	  	Grease - Yellow Sulfurized	  	OS-0022	  	28.5	  	1,606	  	11,936	  	Truck	  	6,000	  	6	  	9,634	  	15,634	  	2,984	  	15,634
	 014199
	  	U14199BS (Made in Reactor)	  	OS-0023	  	13.9	  	781	  	21,080	  	Rxt	  	6,000	  	3	  	2,342	  	8,342	  	5,270	  	8,342
	 000000
	  	Waste water	  	OS-0024	  		  		  		  	Process	  	6,000	  		  		  		  		  	
	 101539
	  	Sodium Alkylaryl Sulfonate MW 430	  	OS-0025	  	10.0	  	560	  	4,950	  	Truck	  	6,000	  	10	  	5,604	  	11,604	  	1,238	  	11,604
	 101448
	  	Calcium Sulfonate In Mineral Oil 1448	  	OS-0026	  	10.3	  	581	  	11,880	  	Truck	  	6,000	  	10	  	5,810	  	11,810	  	2,970	  	11,810
	 100469
	  	Low Odor Base Solvent (LOBS)	  	OS-0027	  	12.2	  	686	  	29,775	  	Truck	  	6,000	  	10	  	6,862	  	12,862	  	7,444	  	12,862
	 0
	  	spare	  	OS-0028	  		  		  		  		  		  		  		  		  		  	
	 014198
	  	U14198BS (Made in Reactor)	  	OS-0029	  	4.5	  	251	  	10,925	  	Rxt	  	6,000	  	3	  	753	  	8,753	  	2,731	  	6,753
	 013590
	  	Intermediate 013590 (Made in Blender)	  	OS-0030	  	21.6	  	1,215	  	13,200	  	Blender	  	6,000	  	3	  	3,645	  	9,645	  	3,300	  	9,645
	 100116
	  	Monoethanolamine	  	OS-0031	  	13.7	  	773	  	6,187	  	Truck	  	6,000	  	10	  	7,734	  	13,734	  	1,547	  	13,734
	 100413
	  	LARD OIL SULFURIZED 10%	  	OS-0032	  	18.5	  	1,039	  	6,600	  	Truck	  	6,000	  	10	  	10,394	  	16,394	  	1,650	  	16,394
	 101847
	  	Coconut Fatty Acid,	  	OS-0033	  	12.9	  	725	  	31,260	  	Truck	  	6,000	  	10	  	7,248	  	13,248	  	7,815	  	13,248
	 102164
	  	Severely Hydrotreated Heavy Naphthenic Distillates	  	OS-0034	  	7.1	  	397	  	24,993	  	Truck	  	6,000	  	10	  	3,972	  	9,972	  	6,248	  	9,972
	 100741
	  	Severely Hydrotreated Heavy Naphthenic Distillates	  	OS-0035	  	5.0	  	280	  	8,712	  	Truck	  	6,000	  	10	  	2,802	  	8,802	  	2,178	  	8,802
	 102416
	  	Sulfurized Fattyacid Ester 10%	  	OS-0036	  	7.4	  	415	  	5,720	  	Truck	  	6,000	  	10	  	4,147	  	10,147	  	1,430	  	10,147
	 100854
	  	Reclaimed Oil 40 cSt @ 40C	  	OS-0037	  	9.2	  	519	  	23,760	  	Truck	  	6,000	  	10	  	5,182	  	11,192	  	5,940	  	11,192
	 spare
	  	spare	  	OS-0038	  		  		  		  	Truck	  	6,000	  		  		  		  		  	
	 102639
	  	Para/Nap Solvent 113C	  	OS-0039	  	16.7	  	938	  	33,990	  	Railcar	  	30,000	  	10	  	9,380	  	39,380	  	8,497	  	39,380
	 102667
	  	Poly ester blend	  	OS-0040	  	1.8	  	103	  		  	Truck	  	6,000	  		  		  		  		  	
	 013473
	  	Ferrocote x 61A-Us Conc. (Made in Blender)	  	OS-0041	  	32.3	  	1,816	  	13,200	  	Blender	  	6,000	  	3	  	5,448	  	11,448	  	3,300	  	11,448
	 100187
	  	Trimethylolpropane (locate tank in reactor bldg)	  	OS-0042	  	20.3	  	1,140	  	8,887	  	Truck	  	6,000	  	10	  	11,399	  	17,399	  	2,222	  	17,399
	 013725
	  	Quintolubric 888 68 (Made in finishing tank)	  	OS-0043	  	2.2	  	126	  	21,005	  	Finish tank	  	8,000	  	3	  	377	  	8,377	  	5,251	  	8,377
	 100793
	  	Neopentyl Glycol (locate tank in reactor bldg)	  	OS-0044	  	16.9	  	950	  	9,183	  	Truck	  	6,000	  	10	  	9,500	  	15,500	  	2,296	  	15,500
	 008055
	  	TMP Monomerete (Made in Reactor)	  	OS-0045	  	58.8	  	3,310	  	22,022	  	Rxt	  	6,000	  	3	  	9,929	  	15,929	  	5,506	  	15,929
	 004918
	  	Intermediate 4918 (Made in Reactor)	  	OS-0046	  	7.9	  	444	  	9,075	  	Rxt	  	6,000	  	3	  	1,333	  	7,333	  	2,269	  	7,333
	 005510
	  	Quaker Draw 5510 (Made in Reactor)	  	OS-0047	  	12.8	  	721	  	7,424	  	Rxt	  	6,000	  	3	  	2,163	  	8,163	  	1,856	  	8,163
	 100071
	  	Diethanolamine	  	OS-0048	  	12.9	  	727	  	21,534	  	Truck	  	6,000	  	10	  	7,266	  	13,266	  	5,383	  	13,266
	 014113
	  	Quintolubric 888-46 (Made in finishing tank)	  	OS-0049	  		  		  		  	Finish tank	  	8,000	  		  		  		  		  	

  


					
		  	BULK TANKS	  	Page 3










																							
	 	 	 	 	 REV 2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	TANK DATA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Component
Code
	 	 Raw Material Name
	 	 Tank
ID
	 	 Goes to
Reactor
	 	 pump needed
 due to
ILB or dye
 Injector?
	 	 pump neededd
 ue to
ILB or direct
 loadout?
	 	 Is a pump
 needed
 for this tank?

	 	 Agitation
needed?
	 	 vent
dryer
needed?
	 	Proposed
Pump
Capacity
(gpm)	 	Proposed
Discharge
Line Size
(inch)	 	 Trace
and
Insulate
Outside

	102495	 	Fatty Acid Mathyl Ester	 	OS-0001	 		 		 		 	NO	 	No	 	No	 		 	3	 	Yes
	100752	 	Grease - Yellow	 	OS-0002	 		 		 		 	NO	 	Yes	 	No	 		 	3	 	Yes
	100485	 	Nap Oil 20 cSt @ 40C	 	OS-0003	 		 	yes	 		 	YES, FOR ILB	 	No	 	No	 	300	 	3	 	Yes
	100132	 	Oleic Acid	 	OS-0004	 	yes	 		 		 	YES, TO GET IT TO THE REACTOR	 	No	 	No	 	225	 	3	 	Yes
	101733	 	Nap Oil 22 cSt @ 40C	 	OS-0005	 		 	Yes	 	yes	 	YES, FOR ILB	 	No	 	No	 	350	 	3	 	No
	100364	 	Sodium Hydroxide 50%	 	OS-0006	 		 		 		 	NO	 	No	 	No	 		 	3	 	Yes
	102958	 	White Grease - Middletown	 	OS-0007	 		 		 		 	NO	 	No	 	No	 		 	3	 	Yes
	100512	 	White Grease - Detroit	 	OS-0008	 		 		 		 	NO	 	Yes	 	No	 		 	3	 	Yes
	100133	 	Technical Acid 47	 	OS-0009	 	yes	 		 		 	YES, TO GET IT TO THE REACTOR	 	No	 	No	 	300	 	3	 	Yes
	101733	 	Nap Oil 22 cSt @ 40C	 	OS-0010	 		 	yes	 	gang tank with OS-05	 	NO, BECAUSE IT WILL SHARE A PUMP WITH OS-05	 	No	 	No	 	350	 	3	 	No
	100315	 	Nap Oil 240 cST @ 40C	 	OS-0011	 		 		 		 	NO	 	No	 	No	 		 	3	 	Yes
	102673	 	Coconut Oil Crude	 	OS-0012	 		 		 		 	NO	 	No	 	No	 		 	3	 	Yes
	101757	 	P&G methyl palmatate	 	OS-0013	 		 		 		 	NO	 	No	 	No	 	100	 	3	 	Yes
	spare	 	Spare	 	OS-0014	 		 		 		 	NO	 		 		 		 	3	 	
	101726	 	Para Oil 3.5 cSt @ 40C	 	OS-0015	 		 	yes, but we only make once per week, so remove is $ too high	 		 	NO, WE DO NOT MAKE 014019 OFTEN ENOUGH TO JUSTIFY A PUMP	 	No	 	No	 	300	 	3	 	No
	101409	 	Severely Hydrotreated Light Naphthenic Distilates	 	OS-0016	 		 		 	yes for HLB in TT. Use loading line in reverse with new meter	 	NO, WE WILL LOAD IT OUT THROUGH BLENDER	 	No	 	No	 	50	 	3	 	No
	100326	 	Coconut Oil Refined	 	OS-0017	 		 		 		 	NO	 	No	 	No	 		 	3	 	Yes
	100932	 	Calcium Sulfonate In Mineral Oil	 	OS-0018	 		 	yes, but we only make once per week, so remove is $ too high	 		 	NO, WE DO NOT MAKE 014019 OFTEN ENOUGH TO JUSTIFY A PUMP	 	No	 	No	 	60	 	3	 	Yes
	000001	 	Slop Oil	 	OS-0019	 		 		 	no, use pump on truck	 	NO	 	No	 	No	 	75	 	3	 	No
	101734	 	Para Oil 20 cSt @ 40C	 	OS-0020	 		 		 		 	NO	 	No	 	No	 		 	3	 	No
	102651	 	Paraflex Ht-10/ Conosol	 	OS-0021	 		 		 		 	NO	 	No	 	No	 		 	3	 	Yes
	102316	 	Grease - Yellow Sulfarized	 	OS-0022	 		 		 		 	NO	 	No	 	No	 		 	3	 	Yes
	014199	 	U14199BS (Made in Reactor)	 	OS-0023	 		 		 		 	NO	 	No	 	No	 		 	3	 	Yes
	000000	 	Waste water	 	OS-0024	 		 		 	no, use pump on truck	 	NO	 	No	 	No	 	100	 	3	 	Yes
	101539	 	Sodium Alkylaryl Sulfonate MW 430	 	OS-0025	 		 		 		 	NO	 	No	 	No	 	40	 	3	 	Yes
	101448	 	Calcium Sulfonate in Mineral Oil 1448	 	OS-0026	 		 		 		 	NO	 	No	 	No	 	60	 	3	 	Yes
	100469	 	Low Odor Base Solvent (LOBS)	 	OS-0027	 		 		 		 	NO	 	No	 	No	 		 	3	 	No
	0	 	spare	 	OS-0028	 		 		 		 	NO	 		 		 		 	3	 	
	014198	 	U14198BS (Made in Reactor)	 	OS-0029	 		 		 		 	NO	 	No	 	No	 		 	3	 	Yes
	013590	 	Intermediate 013590 (Made in Blender)	 	OS-0030	 		 	yes, 1-2 loads per day	 		 	YES FOR ILB	 	No	 	Yes	 	100	 	3	 	Yes
	100116	 	Monoethanolamine	 	OS-0031	 		 		 		 	NO	 	No	 	No	 		 	3	 	Yes
	100413	 	LARD OIL SULFURIZED 10%	 	OS-0032	 		 		 		 	NO	 	No	 	No	 		 	3	 	Yes
	101847	 	Coconut Fatty Acid,	 	OS-0033	 	yes	 		 		 	YES, TO GET IT TO THE REACTOR	 	No	 	No	 	200	 	3	 	Yes
	102164	 	Severely Hydrotreated Heavy Naphthenic Distillates	 	OS-0034	 		 		 		 	NO	 	No	 	No	 		 	3	 	No
	100741	 	Severely Hydrotreated Heavy Naphthenic Distillates	 	OS-0035	 		 		 		 	NO	 	No	 	No	 		 	3	 	Yes
	102416	 	Sulfurized Fattyacid Ester 10%	 	OS-0036	 		 		 		 	NO	 	No	 	No	 		 	3	 	Yes
	100854	 	Reclaimed Oil 40 cSt @ 40C	 	OS-0037	 		 		 		 	NO	 	No	 	No	 		 	3	 	Yes
	spare	 	spare	 	OS-0038	 		 		 		 	NO	 		 		 		 	3	 	
	102639	 	Para/Nap Solvent 113C	 	OS-0039	 		 		 	once per week TT to Ispat.	 	NO, WE DO NOT DO WAND JOB OFTEN ENOUGH, WE WILL LOAD OUT THROUGH BLENDER	 	No	 	No	 	250	 	3	 	No
	102667	 	Poly ester blend	 	OS-0040	 		 		 		 	NO	 	No	 	No	 		 	3	 	No
	013473	 	Ferrocote x 61A-Us Conc. (Made in Blender)	 	OS-0041	 		 	yes	 		 	YES FOR ILB	 	No	 	Yes	 	100	 	3	 	Yes
	100187	 	Trimethylopropane (locate tank in reactor bldg)	 	OS-0042	 	yes	 		 		 	YES, TO GET IT TO THE REACTOR	 	No	 	No	 	50	 	3	 	Yes
	013725	 	Quintolubric 888 68 (Made in finishing tank)	 	OS-0043	 		 	yes, 1-4 TT per month, Currently do it in a bin and add to bulk truck	 	yes, with meter	 	YES, FOR INJECTING DYE AND FOR FG LOADOUT	 	No	 	No	 	150	 	3	 	Yes
	100793	 	Neopentyl Glycol (locate tank in reactor bldg)	 	OS-0044	 	yes	 		 		 	YES, TO GET IT TO THE REACTOR	 	No	 	No	 	75	 	3	 	Yes
	008055	 	TMP Monomerate (Made in Reactor)	 	OS-0045	 		 		 		 	NO	 	No	 	No	 		 	3	 	Yes
	004918	 	Intermediate 4918 (Made in Reactor)	 	OS-0046	 		 		 		 	NO	 	No	 	No	 		 	3	 	Yes
	005510	 	Quaker Draw 5510 (Made in Reactor)	 	OS-0047	 		 		 		 	NO	 	No	 	No	 	50	 	3	 	Yes
	100071	 	Diethanolamine	 	OS-0048	 	yes	 		 		 	NO, we only made 3 batches 5510 per month in reactor. It takes 8 bins per batch. Either use bins, or continue to produce in Detroit. Add pump later if justified.	 	No	 	No	 	75	 	3	 	Yes
	014113	 	Quintolubric 888-46 (Made in finishing tank)	 	OS-0049	 		 		 	yes, with meter	 	YES, TO GET IT TO THE LOADOUT	 	No	 	No	 	100	 	3	 	Yes

  


					
		  	BULK TANKS	  	Page 4










																							
	 	 	 	 	 REV 2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	TANK DATA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Component
Code
	 	 Raw Material Name
	 	 Tank
ID
	 	 Trace
and
Insulate
Inside
	 	V-01
water-
based	 	V-05
Kosher	 	V-02-V-04
oil based	 	V-06 -
V-7
manual	 	Caustic
Blender	 	Rector
V-08 &
V-09	 	 to ILB or Dye
Injector
	 	 Direct to TT

												
	102495	 	Fatty Acid Mathyl Ester	 	OS-0001	 	Yes	 		 		 	X	 		 		 		 		 	
												
	100752	 	Grease - Yellow	 	OS-0002	 	Yes	 		 		 	X	 		 		 		 		 	
												
	100485	 	Nap Oil 20 cSt @ 40C	 	OS-0003	 	No	 		 	X	 	X	 		 		 		 	X 003385, sometimes use 1733 based on cost	 	
												
	100132	 	Oleic Acid	 	OS-0004	 	No	 	YES	 		 	X	 		 		 	X	 		 	
												
	101733	 	Nap Oil 22 cSt @ 40C	 	OS-0005	 	No	 		 	X	 	X	 		 		 		 	X 007734	 	
												
	100364	 	Sodium Hydroxide 50%	 	OS-0006	 	Yes	 	YES	 		 	X	 		 	X	 		 		 	
												
	102958	 	White Grease - Middletown	 	OS-0007	 	Yes	 		 		 	X	 		 		 		 		 	
												
	100512	 	White Grease - Detroit	 	OS-0008	 	Yes	 		 		 	X	 		 		 		 		 	
												
	100133	 	Technical Acid 47	 	OS-0009	 	Yes	 		 		 		 		 		 	X	 		 	
												
	101733	 	Nap Oil 22 cSt @ 40C	 	OS-0010	 	No	 		 	X	 	X	 		 		 		 	X 007734	 	
												
	100315	 	Nap Oil 240 cSt @ 40C	 	OS-0011	 	Yes	 		 	X	 	X	 		 		 		 		 	
												
	102673	 	Coconut Oil Crude	 	OS-0012	 	Yes	 		 		 	X	 		 		 		 		 	
												
	101757	 	P&G methyl palmatate	 	OS-0013	 	Yes	 		 		 	X	 		 		 		 		 	
												
	spare	 	Spare	 	OS-0014	 		 		 		 		 		 		 		 		 	
												
	101726	 	Para Oil 3.5 cSt @ 40C	 	OS-0015	 	No	 		 		 	X	 		 		 		 	X 014019 we do not make this often enough to warrant cost, so we will make in a blender	 	
												
	101409	 	Severely Hydrotreated Light Naphthenic Distillates	 	OS-0016	 	No	 		 		 	X	 		 		 		 		 	
												
	100326	 	Coconut Oil Refined	 	OS-0017	 	Yes	 		 		 	X	 		 		 		 		 	
												
	100932	 	Calcium Sulfonate In Mineral Oil	 	OS-0018	 	Yes	 		 	X	 	X	 		 		 		 	X 014019 we do not make this often enough to warrant cost, so we will make in a blender	 	
												
	000001	 	Slop Oil	 	OS-0019	 	No	 		 		 		 		 		 		 		 	yes, but just flow back wards through loading line and use portable pump to load to truck. No meter needed
												
	101734	 	Para Oil 20 cSt @ 40C	 	OS-0020	 	No	 	YES	 		 	X	 		 		 		 		 	
												
	102651	 	Paraflex Ht-10/ Conosol	 	OS-0021	 	No	 		 		 	X	 		 		 		 		 	
												
	102316	 	Grease - Yellow Sulfurized	 	OS-0022	 	Yes	 		 		 	X	 		 		 		 		 	
												
	014199	 	U14199BS (Made in Reactor)	 	OS-0023	 	Yes	 		 		 	X	 		 		 		 		 	
												
	000000	 	Waste water	 	OS-0024	 	No	 		 		 		 		 		 		 		 	yes, but just flow back wards through loading line and use portable pump to load to truck. No meter needed
												
	101539	 	Sodium Alkylaryl Sulfonate MW 430	 	OS-0025	 	Yes	 	YES	 		 	X	 		 		 		 		 	
												
	101448	 	Calcium Sulfonate In Mineral Oil 1448	 	OS-0026	 	Yes	 		 	X	 	X	 		 		 		 		 	
												
	100469	 	Low Odor Base Solvent (LOBS)	 	OS-0027	 	No	 		 	X	 	X	 		 		 		 		 	
												
	0	 	spare	 	OS-0028	 		 		 		 		 		 		 		 		 	
												
	014198	 	U14198BS (Made in Reactor)	 	OS-0029	 	No	 		 		 	X	 		 		 		 		 	
												
	013590	 	Intermediate 013590 (Made in Blender)	 	OS-0030	 	Yes	 		 	X	 		 		 		 		 	X 003385	 	
												
	100116	 	Monoethanolamine	 	OS-0031	 	Yes	 		 		 	X	 		 		 		 		 	
												
	100413	 	LARD OIL SULFURIZED 10%	 	OS-0032	 	Yes	 		 		 	X	 		 		 		 		 	
												
	101847	 	Coconut Fatty Acid,	 	OS-0033	 	Yes	 		 		 	X	 		 		 	X	 		 	
												
	102164	 	Severely Hydrotreated Heavy Naphthenic Distillates	 	OS-0034	 	No	 		 	X	 	X	 		 		 		 		 	
												
	100741	 	Severely Hydrotreated Heavy Naphthenic Distillates	 	OS-0035	 	Yes	 		 	X	 	X	 		 		 		 		 	
												
	102416	 	Sulfurized Fattyacid Ester 10%	 	OS-0036	 	No	 		 		 	X	 		 		 		 		 	
												
	100854	 	Reclaimed Oil 40 cSt @ 40C	 	OS-0037	 	No	 		 		 	X	 		 		 		 		 	
												
	spare	 	spare	 	OS-0038	 		 		 		 		 		 		 		 		 	
												
	102639	 	Para/Nap Solvent 113C	 	OS-0039	 	No	 		 		 	X	 		 		 		 		 	
												
	102667	 	Poly ester blend	 	OS-0040	 	No	 		 		 	X	 		 		 		 		 	
												
	013473	 	Ferrocote x 61A-Us Conc. (Made in Blender)	 	OS-0041	 	No	 		 	X	 		 		 		 		 	X 007734	 	
												
	100187	 	Trimethylopropane (locate tank in reactor bldg)	 	OS-0042	 	Yes	 		 		 		 		 		 	X	 		 	
												
	013725	 	Quintolubric 888 68 (Made in finishing tank)	 	OS-0043	 	No	 		 		 		 		 		 		 	dye mixer 013129	 	yes
												
	100793	 	Neopentyl Glycol (locate tank in reactor bldg)	 	OS-0044	 	Yes	 		 		 		 		 		 	X	 		 	
												
	008055	 	TMP Monomerate (Made in Reactor)	 	OS-0045	 	No	 		 		 	X	 		 		 		 		 	
												
	004918	 	Intermediate 4918 (Made in Reactor)	 	OS-0046	 	No	 		 		 	X	 		 		 		 		 	
												
	005510	 	Quaker Draw 5510 (Made in Reactor)	 	OS-0047	 	Yes	 	YES	 		 	X	 		 		 		 		 	
												
	100071	 	Diethanolamine	 	OS-0048	 	Yes	 	YES	 		 	X	 		 		 	X	 		 	
												
	014113	 	Quintolubric 888-46 (Made in finishing tank)	 	OS-0049	 	No	 		 		 		 		 		 		 		 	yes

  


					
		  	BULK TANKS	  	Page 5










															
	 	  	 	  	 REV 2
	  	 	  	 	  	 	  	 	  	 
	 	  	 	  	TANK DATA	  	 	  	 	  	 	  	 
	 Component
Code
	  	 Raw Material Name
	  	 Tank
ID
	  	 Comments
	  	 Quaker
tech
resource
	  	Specific
Gravity	  	Freeze Point	  	Flash Point
	102495	  	Fatty Acid Methyl Ester	  	OS-0001	  		  	purchasing	  	0.88	  	N/A	  	>300 F
	100752	  	Grease - Yellow	  	OS-0002	  		  	purchasing	  	0.89	  	100 F	  	550 F
	100485	  	Nap Oil 20 cSt @ 40C	  	OS-0003	  		  	purchasing	  	0.911	  	-60 F	  	260 to 496 F
CCC
	100132	  	Oleic Acid	  	OS-0004	  		  	purchasing	  	0.891	  	39 F	  	364 F
	101733	  	Nap Oil 22 cSt @ 40C	  	OS-0005	  		  	purchasing	  	0.91	  	-51 F	  	>320 F
	100364	  	Sodium Hydroxide 50%	  	OS-0006	  		  	purchasing	  	0.99	  	65 F Pour PL	  	350 F
	102958	  	White Grease - Middletown	  	OS-0007	  		  	purchasing	  	0.89	  	60 F	  	600 F
	100512	  	White Grease - Detroit	  	OS-0008	  		  	purchasing	  	0.89	  	60 F	  	600 F
	100133	  	Technical Acid 47	  	OS-0009	  		  	purchasing	  	0.84	  	93 F	  	385 F COC
	101733	  	Nap Oil 22 cSt @ 40C	  	OS-0010	  		  	purchasing	  	0.91	  	-51 F	  	>320 F
	100315	  	Nap Oil 240 cSt @ 40C	  	OS-0011	  		  	purchasing	  	0.92	  	30 F	  	>400 F COC
	102673	  	Coconut Oil Crude	  	OS-0012	  		  	purchasing	  	0.9	  	75 to 80 F	  	<600 F
	101757	  	P&G Methyl palmatate	  	OS-0013	  		  	purchasing	  	0.872	  	>41 F	  	425 F
	spare	  	Spare	  	OS-0014	  		  	purchasing	  		  		  	
	101726	  	Para Oil 3.5 cSt @ 40C	  	OS-0015	  		  	purchasing	  	0.84	  	-11 F	  	248 to 275 F CC
	101409	  	Severely Hydrotreated Light Naphthenic Distillates	  	OS-0016	  		  	purchasing	  	0.911	  	<0 F	  	258 F
	100326	  	Coconut Oil Refined	  	OS-0017	  		  	purchasing	  	0.92	  	80 F	  	>900 F
	100932	  	Calcium Sulfonate In Mineral Oil	  	OS-0018	  		  	purchasing	  	0.96	  	-30 F	  	350 F
	000001	  	Slop Oil	  	OS-0019	  		  	Michel	  	0.90	  	-51 F	  	>320 F
	101734	  	Para Oil 20 cSt @ 40C	  	OS-0020	  		  	purchasing	  	0.86	  	0 F	  	381 F
	102651	  	Paraflex Ht-10/Conosol	  	OS-0021	  		  	purchasing	  	0.851	  	0 F MAX	  	340 F
	102316	  	Grease - Yellow Sulfurized	  	OS-0022	  		  	purchasing	  	0.9729	  	60 F	  	442 F PMCC
	014199	  	U14199BS (Made in Reactor)	  	OS-0023	  		  	J Frelin	  	0.92	  	40 F	  	435 F
	000000	  	Waste water	  	OS-0024	  		  	Sansom	  	1.00	  	32 F	  	NONE
	101539	  	Sodium Alkylaryl Sulfonate MW 430	  	OS-0025	  		  	purchasing	  	0.79	  	-15 F	  	>200 F
	101448	  	Calcium Sulfonate In Mineral Oil 1448	  	OS-0026	  		  	purchasing	  	1.21	  	16 F pour pt	  	320 F
	100469	  	Low Odor Base Solvent (LOBS)	  	OS-0027	  		  	purchasing	  	0.82	  	-45 F	  	150 to 165 F
TCC
	0	  	spare	  	OS-0028	  		  		  		  		  	
	014198	  	U14198BS (Made in Reactor)	  	OS-0029	  		  	J Frelin	  	0.91	  	<23 F	  	570 F
	013590	  	Intermediate 013590 (Made in Blender)	  	OS-0030	  		  	J Krnetz	  	0.92	  	<0 F	  	340 F
	100116	  	Monoethanolamine	  	OS-0031	  	careful how this is heated to avoid hazard	  	purchasing	  	1.018	  	51 F	  	205 F
	100413	  	LARD OIL SULFURIZED 10%	  	OS-0032	  		  	purchasing	  	0.99	  	65 F Pour PL	  	350 F
	101847	  	Coconut Fatty Acid,	  	OS-0033	  		  	purchasing	  	0.89	  	57 F	  	315 F COC
	102164	  	Sevarely Hydrotreated Heavy Naphthenic Distillates	  	OS-0034	  		  	purchasing	  	0.9	  	-20 F	  	304 F
	100741	  	Sevarely Hydrotreated Heavy Naphthenic Distillates	  	OS-0035	  		  	purchasing	  	0.93	  	10 F	  	468 F COC
	102416	  	Sulfurized Fattyacid Ester 10%	  	OS-0036	  		  	purchasing	  	0.94	  	N/A WILL
CALL	  	>350 F COC
	100854	  	Reclaimed Oil 40 cSt @ 40C	  	OS-0037	  		  	purchasing	  	0.875	  	10 F	  	>500 F
	spare	  	spare	  	OS-0038	  		  		  		  		  	
	102639	  	Para/Nap Solvent 113C	  	OS-0039	  		  	purchasing	  	0.79	  	-15 F	  	>200 F
	102667	  	Poly ester blend	  	OS-0040	  		  		  	0.97	  		  	
	013473	  	Ferrocote x 61A-Us Conc. (Made in Blender)	  	OS-0041	  		  	J Krnetz	  	0.90	  	13 F	  	363 F
	100187	  	Trimethylolpropane (locate tank in reactor bldg)	  	OS-0042	  		  	purchasing	  	1.09	  	136 F	  	302 F COC
	013725	  	Quintolubric 888 68 (Made in finishing tank)	  	OS-0043	  		  	L Palmerio	  	0.92	  	-15 F	  	550 F
	100793	  	Neopentyl Glycol (locate tank in reactor bldg)	  	OS-0044	  		  	purchasing	  	0.94	  	<95 F	  	270 F COC
	008055	  	TMP Monomerate (Made in Reactor)	  	OS-0045	  		  	J Frelin	  	0.90	  	34 F	  	435 F
	004918	  	Intermediate 4918 (Made in Reactor)	  	OS-0046	  		  	J Krnatz	  	0.87	  	26 F	  	200 F
	005510	  	Quaker Draw 5510 (Made in Reactor)	  	OS-0047	  		  	S Thomas	  	0.99	  	<50 F pour
pt	  	370 F
	100071	  	Diethanolamine	  	OS-0048	  		  	purchasing	  	1.092	  	82 F	  	345 F COC (375
F PMCC)
	014113	  	Quintolubric 888-46 (Made in finishing tank)	  	OS-0049	  		  	L Palmerio	  	0.92	  	-15 F	  	550 F

  


					
		  	BULK TANKS	  	Page 6










															
	 	  	 	  	REV 2	  	 	 	 	  	 	  	 	  	 
	 	  	 	  	TANK DATA	 	 	  	 	  	 	  	 
	 Component
Code
	  	 Raw Material Name
	  	Tank
ID	  	Molecular
Weight	 	 VOC Content
	  	 HAP Content
	  	 Recommended
Pumping
Temperature
	  	 Vapor
Pressure
Recommended
Pumping
Temperature

	102495	  	Fatty Acid Methyl Ester	  	OS-0001	  	290	 	59 grams per liter	  		  	90 to 120 F	  	
	100752	  	Grease - Yellow	  	OS-0002	  		 		  		  	120 to 130 F	  	
	100485	  	Nap Oil 20 cSt @ 40C	  	OS-0003	  	540	 	24C	  	8	  	80 to 100 F	  	Negligible
	100132	  	Oleic Acid	  	OS-0004	  	278	 	N/D	  	N/D	  	100 to 110 F	  	Negligible
	101733	  	Nap Oil 22 cSt @ 40C	  	OS-0005	  	305	 	26.5	  	NIL	  	Ambient	  	Negligible
	100364	  	Sodium Hydroxide 50%	  	OS-0006	  		 		  		  	130 to 140 F	  	
	102958	  	White Grease - Middletown	  	OS-0007	  	270	 		  		  	120 F	  	
	100512	  	White Grease - Detriot	  	OS-0008	  	270	 		  		  	120 F	  	
	100133	  	Technical Acid 47	  	OS-0009	  		 		  		  	120 to 130 F	  	Negligible
	101733	  	Nap Oil 22 cSt @ 40C	  	OS-0010	  	305	 	26.5	  	NIL	  	Ambient	  	Negligible
	100315	  	Nap Oil 240 cSt @ 40C	  	OS-0011	  	460	 	NIL	  	NIL	  	100 to 120 F	  	
	102673	  	Coconut Oil Crude	  	OS-0012	  	-210	 	0%	  	0%	  	105 to 130 F	  	
	101757	  	P&G methyl palmatate	  	OS-0013	  	287	 		  		  	90 to 105 F	  	Negligible
	spare	  	Spare	  	OS-0014	  		 		  		  		  	
	101726	  	Para Oil 3.5 cSt @ 40C	  	OS-0015	  	237	 	93.8% Per EPA Method 24	  	NIL	  	Ambient	  	Negligible
	101409	  	Severely Hydrotreated Light Naphthenic Distillates	  	OS-0016	  	226	 	99.9% Per EPA Method 24	  	0.348 PPM CHROMIUM (NOT HEXAVALENT)	  	Ambient	  	Negligible
	100326	  	Coconut Oil Refined	  	OS-0017	  		 		  		  	110 to 120 F	  	
	100932	  	Calcium Sulfonate In Mineral Oil	  	OS-0018	  	1080	 	NIL	  	NIL	  	120 to 130 F	  	Negligible
	000001	  	Slop Oil	  	OS-0019	  	305	 	26.5	  	NIL	  	Ambient	  	Negligible
	101734	  	Para Oil 20 cSt @ 40C	  	OS-0020	  	370 to 400
 (est)
	 		  		  	Ambient	  	Negligible
	102651	  	Paraflex H1-10/ Conosol	  	OS-0021	  	292	 	N/A	  	N/A	  	68 F	  	
	102316	  	Grease - Yellow Sulfurized	  	OS-0022	  	270	 	0%	  	0%	  	100 to 140 F	  	Negligible
	014199	  	U14199BS (Made in Reactor)	  	OS-0023	  	-1028	 		  		  	80 to 100 F	  	
	000000	  	Waste water	  	OS-0024	  	18	 	0	  	0	  	>32 F	  	
	101539	  	Sodium Alkylaryl Sulfonate MW 430	  	OS-0025	  	196	 	100% Per EPA Method 24	  	NIL	  	120 to 130 F	  	
	101448	  	Calcium Sulfonate in Mineral Oil 1448	  	OS-0026	  	UNKNOWN	 	NIL	  	NIL	  	120 F	  	
	100469	  	Low Odor Base Solvent (LOSS)	  	OS-0027	  		 		  		  	Ambient	  	Negligible
	0	  	spare	  	OS-0028	  		 		  		  		  	
	014198	  	U14198BS (Made in Reactor)	  	OS-0029	  	-916	 		  		  	80 to 100 F	  	
	013590	  	Intermediate 013590 (Made in Blender)	  	OS-0030	  		 		  		  	100 to 110 F	  	Negligible
	100116	  	Monoethanolamine	  	OS-0031	  	61	 		  		  	95 F	  	Negligible
	100413	  	LARD OIL SULFURIZED 10%	  	OS-0032	  		 		  		  	130 to 140 F	  	
	101847	  	Coconut Fatty Acid,	  	OS-0033	  	207	 	N/D	  	N/D	  	115 F	  	Negligible
	102164	  	Severely Hydrotreated Light Naphthenic Distillates	  	OS-0034	  		 		  		  	Ambient	  	
	100741	  	Severely Hydrotreated Light Naphthenic Distillates	  	OS-0035	  	500	 	0.3	  	N/A	  	120 to 130 F	  	Negligible
	102416	  	Sulfurized Fattyacid Ester 10%	  	OS-0036	  		 		  		  	90 to 130 F	  	
	100854	  	Reclaimed Oil 40 cSt @ 40C	  	OS-0037	  	N/A	 	N/A	  		  	80 F	  	
	spare	  	spare	  	OS-0038	  		 		  		  		  	
	102639	  	Para/Nap Solvent 113 C	  	OS-0039	  	196	 	100% EPA24	  	NIL	  	Ambient	  	
	102667	  	Poly ester blend	  	OS-0040	  		 		  		  		  	
	013473	  	Ferrocole x 61A-Us Conc. (Made in Blender)	  	OS-0041	  		 		  		  	100 to 110 F	  	
	100187	  	Trimethylolpropane (locate tank in reactor bldg)	  	OS-0042	  	134	 	0%	  	0%	  	195 to 210 F	  	1 psi @ 210 C
	013725	  	Quintolubric 888 68 (Made in finishing tank)	  	OS-0043	  		 		  		  	100 to 110 F	  	
	100793	  	Neopentyl Glycol (locate tank in reactor bldg)	  	OS-0044	  	N/A	 	0%	  	0%	  	130 to 140 F	  	1.7 psi
	008055	  	TMP Monomerate (Made in Reactor)	  	OS-0045	  	-1030	 		  		  	100 to 110 F	  	
	004918	  	Intermediate 4918 (Made in Reactor)	  	OS-0046	  		 		  		  	120 to 130 F	  	
	005510	  	Quaker Draw 5510 (Made in Reactor)	  	OS-0047	  		 		  		  	90 to 100 F	  	
	100071	  	Diethanolamine	  	OS-0048	  	105	 	1087 grams per liter	  		  	122 F	  	Negligible
	014113	  	Quintolubric 888 46 (Made in finishing tank)	  	OS-0049	  		 		  		  	100 to 110 F	  	

  


					
		  	BULK TANKS	  	Page 7










											
	 	  	 	  	REV 2	  	 	  	 	  	 
	 	  	 	  	TANK DATA	  	 	  	 
	 Component Code
	  	 Raw Material Name
	  	Tank
ID	  	 Viscosity at Racommended
Pumping
Temperature
(centipolse)
	  	 Viscosity at 40 deg C
(104 deg
F)
	  	 Viscosity at 100 deg C
(212 deg
F)

	102495	  	Fatty Acid Mathyl Ester	  	OS-0001	  	6	  	5 cSt	  	2 cSt
	100752	  	Grease - Yellow	  	OS-0002	  	24	  	32 cP	  	8 cP
	100485	  	Nap Oil 20 cSt @ 40C	  	OS-0003	  	100	  	20 cP	  	1 cP
	100132	  	Oleic Acid	  	OS-0004	  	60	  	17 cP	  	4 cP
	101733	  	Nap Oil 22 cSt @ 40C	  	OS-0005	  	200	  	22 cSt	  	4 cSt
	100364	  	Sodium Hydroxide 50%	  	OS-0006	  	2820	  	6100 cp	  	407 cp
	102958	  	White Grease - Middletown	  	OS-0007	  	40	  	44 cSt	  	9 cSt
	100512	  	White Grease - Detroit	  	OS-0008	  	40	  	44 cSt	  	9 cSt
	100133	  	Technical Acid 47	  	OS-0009	  	15	  	19 cP	  	7 cP
	101733	  	Nap Oil 22 cSt @ 40C	  	OS-0010	  	200	  	22 cSt	  	4 cSt
	100315	  	Nap Oil 240 cSt @ 40C	  	OS-0011	  	210	  		  	
	102673	  	Coconut Oil Crude	  	OS-0012	  	28	  	28 cp	  	6 cp
	101757	  	P&G methyl palmatate	  	OS-0013	  	7	  	7 cSt	  	N/A
	spare	  	Spare	  	OS-0014	  		  		  	
	101726	  	Para Oil 3.5 cSt @ 40C	  	OS-0015	  	35	  	4 cP	  	not avail & not needed
	101409	  	Severely Hydrotreated Light Naphthenic Distillates	  	OS-0016	  	9	  	5 cSt	  	2 cSt
	100326	  	Coconut Oil Refined	  	OS-0017	  	30	  	30 cP	  	6 cP
	100932	  	Calcium Sulfonate In Mineral Oil	  	OS-0018	  	480 cps @ 73 F	  	not avail	  	20 cps
	000001	  	Slop Oil	  	OS-0019	  	200	  	22 cSt	  	4 cSt
	101734	  	Para Oil 20 cSt @ 40C	  	OS-0020	  	103	  	20 cSt	  	4 cSt (TYP)
	102651	  	Paraflex Ht-10/Conosol	  	OS-0021	  	50	  	10 cp	  	2 cp
	102316	  	Grease - Yellow Sulfurized	  	OS-0022	  	250	  	250 cP	  	44 cSt
	014199	  	U14199BS (Made in Reactor)	  	OS-0023	  	170	  	93 cSt	  	12.0 cSt
	000000	  	Waste water	  	OS-0024	  	1	  		  	
	101539	  	Sodium Alkylaryl Sulfonate MW 430	  	OS-0025	  	2100 cps @ 120 F, 880 cps @ 140 F	  	not avail, but hard to pump at this temp!	  	100 cps
	101448	  	Calcium Sulfonate In Mineral Oil 1448	  	OS-0026	  	1000	  	1800 cP	  	80 cP
	100469	  	Low Odor Base Solvent (LOBS)	  	OS-0027	  	2	  	< 2 cP	  	< 2 cP
	0	  	spare	  	OS-0028	  		  		  	
	014198	  	U14198BS (Made in Reactor)	  	OS-0029	  	145	  	45 cSt	  	10.5 cSt
	013590	  	Intermediate 013590 (Made in Blender)	  	OS-0030	  	85	  	85 cSt	  	10 cSt
	100116	  	Monoethanolamine	  	OS-0031	  	13	  	10 cP	  	2 cP
	100413	  	LARD OIL SULFURIZED 10%	  	OS-0032	  	2820	  	6100 cp	  	407 cP
	101847	  	Coconut Fatty Acid,	  	OS-0033	  	7	  	9 cP	  	3 cP
	102164	  	Severely Hydrotreated Heavy Naphthenic Distillates	  	OS-0034	  	200	  	21 cP	  	4 cP
	100741	  	Severely Hydrotreated Heavy Naphthenic Distillates	  	OS-0035	  	40	  	369	  	18 cSt
	102416	  	Sulfurized Fattyacid Ester 10%	  	OS-0036	  	18	  	18 cps	  	not avail
	100854	  	Reclaimed Oil 40 cSt @ 40C	  	OS-0037	  	285	  	34 cSt	  	6 cSt
	spare	  	spare	  	OS-0038	  		  		  	
	102639	  	Para/Nap Solvent 113C	  	OS-0039	  	10 (assumed)	  	2.2 cSt	  	not avail & not needed
	102667	  	Poly ester blend	  	OS-0040	  		  		  	
	013473	  	Ferrocote x 61A-Us Conc. (Made in Blender)	  	OS-0041	  	230	  	40 cSt	  	6 cSt
	100187	  	Trimethylopropane (locate tank in reactor bldg)	  	OS-0042	  	120	  	SOLID	  	80 cP
	013725	  	Quintolubric 888 68 (Made in finishing tank)	  	OS-0043	  	325	  	68 cSt	  	11 cSt
	100793	  	Neopentyl Glycol (locate tank in reactor bldg)	  	OS-0044	  	50	  	80 to 120 cP	  	<20 Cp
	008055	  	TMP Monomerate (Made in Reactor)	  	OS-0045	  	40	  	80 cSt	  	12.1 cSt
	004918	  	Intermediate 4918 (Made in Reactor)	  	OS-0046	  	155	  	37 cP	  	7 cSt
	005510	  	Quaker Draw 5510 (Made in Reactor)	  	OS-0047	  	1000	  	544 cSt	  	25 cSt
	100071	  	Diethanolamine	  	OS-0048	  	100	  	200 cP	  	NA
	014113	  	Quintolubric 888-46 (Made in finishing tank)	  	OS-0049	  	210	  	40 cSt	  	8 cSt

  


					
		  	BULK TANKS	  	Page 8









 

 
  







 APPENDIX B 
 COMPENSATION 
 1. The “Compensation” to be paid by the Owner to the Contractor for performance of
the Work shall be Eighteen Million Four Hundred Three Thousand Seven Hundred Twenty One and zero/100 Dollars ($18,403,721.00). The Compensation shall be paid in installments, in accordance with the terms of this Appendix B. 
 2. Contractor shall prepare a schedule of values (the “Schedule of Values”), which allocates the entire Compensation among the various portions of the Work.
Compensation for Engineering Services, Procurement Services and the Construction Work shall each be shown separately. In addition, the Compensation allocated to those items of equipment shown on Schedule 1 attached hereto (the “Leased
Equipment”) shall also be shown separately on the Schedule of Values. The Schedule of Values shall be prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. This Schedule of Values, unless
objected to by the Owner, shall be used as a basis for reviewing the Contractor’s Requests for Payment (as hereinafter defined). 
 3. The Contractor
shall submit to Owner monthly requests for payment (each a “Request for Payment”), each of which shall cover the immediately-preceding calendar month. Each Request for Payment shall state the percentage of completion of each portion of the
Work, as set forth in the Schedule of Values, as of the end of the period covered by the Request for Payment, and the amount of payment to be made by Owner in connection with such Request for Payment. Except with the Owner’s prior approval, the
Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. The amount of payment to be made by Owner in connection with a Request for Payment shall be calculated as
follows: 
 a. Take that portion of the Consideration properly allocable to completed Work as determined by multiplying the percentage
completion of each portion of the Work by the share of the Consideration allocated to that portion of the Work in the Schedule of Values, less retainage ten percent (10%) on the Work; 
 b. Add that portion of the Consideration properly allocable to materials and equipment delivered and suitably stored at the site for subsequent
incorporation in the completed construction, less retainage often percent (10%); 
 c. Subtract the aggregate of previous payments made by the
Owner; and 
 d. Subtract amounts, if any, for which the Owner has withheld payment as permitted under the terms of the Agreement. 

4. With each Request for Payment, and before issuance of and as a condition precedent to any payment to Contractor under this Agreement, Contractor shall submit:
(i) a release and 








 
waiver of all liens, claims, security interests or encumbrances of any kind arising out of the Work covered by the preceding Requests for Payment (except as
to retainage), in a form acceptable to Owner, from Contractor and each subcontractor, sub-subcontractor, each vendor that has supplied equipment or materials for the Work and supplier who has performed Work for which payment is being requested in
the preceding Requests for Payment, releasing such parties’ right to file a lien with respect to Work done through the date of the Request of Payment; (ii) such other documents, releases, waivers, assignments, papers, estoppel certificates
and statements as may be requested by Owner; and (iii) a certification from Contractor stating: “There are no known mechanics’ or materialmen’s liens, or any other liens or claims, outstanding as of the date of this payment; all
due and payable bills with respect to the Work have been paid to date and there is no known basis for the filing of any mechanics’ or materialmen’s lien or any other lien or claim on the Work; and any waivers from all contractors,
subcontractors, sub-subcontractors, vendors, suppliers and materialmen for Work done or materials furnished for which payment has been made, or, pursuant to this Request for Payment, is to be made, to Contractor have been obtained and provided to
Owner in such form as to constitute an effective waiver of all such liens under applicable law.” 
 5. Each Request for Payment shall be submitted to Owner no later than the fifth (5th) day of each calendar month, and, if such Request
for Payment is approved for payment as provided in Section 6 below, Owner shall remit payment in connection with such Request for Payment no later than the twenty-fifty (25th) day of the month in which such Request for Payment was received; provided, however, that in the event any such Request for Payment includes payment on account of any Leased Equipment, then Owner shall use its
commercially reasonable efforts to remit the portion of the payment allocated to such Leased Equipment no later than the tenth (10th) day of
the month following the month in which such Request for Payment was received. 
 6. Upon receipt of a Request for Payment, Owner shall review the submissions
made by the Contractor and either approve the same for payment or withhold such approval. Approval may be withheld, or prior approval of a previous Request for Payment may be revoked (upon subsequent discovery of evidence), if (i) the Work is
not in accordance with the requirements of the Contract, (ii) the Work has not been completed to the extent indicated in the Request for Payment, (iii) there is reasonable evidence that the remainder of the Work cannot be completed for the
balance of unpaid Compensation, (iv) there is reasonable evidence that the remainder of the Work cannot be completed within the Contract Time and the balance of the Consideration is inadequate to cover actual or liquidated damages for the
anticipated delay, (v) there is reasonable evidence that subcontractors, sub-subcontractors, vendors or suppliers have not been paid by Contractor for Work that was the subject of prior Requests for Payment, (vi) failure to carry out the
Work in accordance with the Contract, (vii) reasonable evidence that a lien or other claim has been or will be filed by a subcontractor, sub-subcontractor, vendor or supplier without acceptable security being posted by Contractor, or
(viii) any other default by the Contractor is not cured within the applicable cure period. When the above reasons for withholding approval are removed, approval will be made for amounts previously withheld. 
 7. Notwithstanding anything to the contrary contained herein, upon execution of the Contract, the Owner shall pay to the Contractor an amount equal to fifteen percent
(15%) of the Consideration (the “Initial Payment”), which shall be used by the Contractor to secure Contract 








 
pricing and material delivery schedules. Said Initial Payment shall be applied against the first monthly Requests for Payment made by Contractor until fully
credited. Contractor shall timely make monthly Requests for Payments, showing the Initial Payment made by Owner and application of said Initial Payment to costs shown on the Schedule of Values. 
 8. Upon issuance of a Final Completion Notice in accordance with the terms of Article 20 of the Contract, Owner shall pay to Contractor the balance of the Consideration,
including all amounts held as retainage, less any amounts payable by the Contractor to the Owner as liquidated damages in accordance with the Contract. 







 Schedule 1 
 

 
  

			
	 DESCRIPTION
	  	
	 	  	HARD
COST
	 Blender #1 - 6,000 Gallon, Pallet Scale, Pump, Agitator, Instruments, Screw Conveyor
	  	255,563
	 Blender #2 - 6,000 Gallon, Pallet Scale, Pump, Agitator, instruments
	  	239,563
	 Blender #3 – 6,000 Gallon, Pallet Scale, Pump, Agitator, Instruments
	  	239,563
	 Blender #4 - 6,000 Gallon, Pallet Scale, Pump, Agitator, Instruments
	  	239,563
	 Blender #5 - 4,500 Gallon, Pallet Scale, Pump, Agitator, Instruments
	  	186,061
	 Blender #6 -1,100 Gallon, Pallet Scale, Pump, Agitator, Instruments
	  	105,224
	 Blender #7 - 350 Gallon, Pallet Scale, Pump, Agitator, Instruments
	  	78,046
	 Reactor #1 - 7,500 Gallon, Pallet Scale, Pump, Agitator, Instruments
	  	403,936
	 Reactor#2 - 7,600 Gallon, Pallet Scale, Pump, Agitator, Instruments
	  	403,936
	 Finishing Vessel - 9,000 Gallon, Pallet Scale, Pump, Agitator, Instruments
	  	367,733
	 Drum Filing Line, 55 Gallon Drum Semi-Automatic
	  	83,285
	 OS-0041 Storage Tank #1,12,000 Gallon, Carbon Steel, Pump, Instruments
	  	48,257
	 OS-0042 Storage Tank #2, 12,000 Gallon, Carbon Steel, Pump, Instruments
	  	48,257
	 0S-0043 Storage Take #3, 20,000 Gallon, Carbon Steel, Pump, Instruments
	  	56,240
	 OS-0044 Storage Tank #4, 12,000 Gallon, Carbon Steel, Pump, Instruments
	  	48,257
	 OS-45/46 Storage Tank #5, Dual Compartment, 12,000 Gallon Each, Carbon Steel, instruments
	  	76,095
	 OS-47/48 Storage Tank #6, Dual Compartment, 12,000 Gallon Each, Stainless Steel, instruments
	  	142,911
	 OS -0049 Storage Tank #7, 20,000 Gallon, Carbon Steel, Pump, Instruments
	  	56,240
	 Pumps, Agitators and Instruments for Existing Tank Farm
	  	136,510
	 Steam Heated Drum Ovens, (16) 55 Gallon Drum Capacity
	  	50,066
	 Cooling Tower including Pumps and Flow Meter, Evapco Model USS-112-312 with TEAO Fan. Motor
	  	123,976
	 Vent Scrubber Skid, EST 925 Type 650 acfm Ejector Venturi
	  	90,000
	 Vacuum Pumps, Nash XL-45 Direct Drive Iron Recirc Oil Package
	  	43,700
	 Hot Oil Heaters, Thermal Fluid System Model kwkh 1.0 S/25,4.0 MM Btu/hr
	  	348,798
	 Air Compressor System, 1000 cfm Atlas Copco GA200 Air Cooled Rotary Screw, Dryer, Receiver
	  	112,197
	 Soft Water System, includes Water Storage Tanks
	  	88,576
	 Truck Loading Platforms, Carbia Red-Rack II units
	  	37,485
	 Hose Board Manifold isolation Valves
	  	122,585
	 Piggable Components, Including Instruments
	  	536,247
	 In-Line Blenders, (as Components, not as skids)
	  	59,125
	 Process Control Hardware
	  	281,988
	Total	  	5,109,983

  

			
	 REV:     A        April 17, 2008
            BASED ON REVISED QUAKER WRITE-UP AND PFD / P&IDS.
	  	
	 Comments:
                                         
                                         
                                         
                                
	  	

  

 SUMMARY        Page 1 of 1 








 APPENDIX C 
 WORK SITE 







 

 
  







 Appendix D – Warranty Items Procedure 
 

 
  

 COAA EPC Appendix D – Warranty Items Procedure 
 Page 1 of 1 
 Approved by COAA Board
April 13, 2005 








 APPENDIX E 
 LIQUIDATED DAMAGES 
 In the event that Contractor fails to achieve Functional Completion of the Work by the
date that is one month after the Scheduled Functional Completion Date (the “Grace Period”), the Contractor shall pay to the Owner, as liquidated damages and not as a penalty, the sum of Thirteen Thousand Dollars ($13,000) for each and
every week (or that sum pro-rated, on a per diem basis, in the case of a partial week) up to a maximum of $250,000 following the expiration of the Grace Period until Functional Completion of the Work is achieved. Owner and Contractor agree that, in
the event of such a delay in Functional Completion, the actual damages that Owner would sustain as a result thereof would be difficult if not impossible to ascertain, and that these liquidated damages are a reasonable estimate of such actual
damages. Owner’s right to receive these liquidated damages shall be Owner’s exclusive remedy for any delay in achieving Functional Completion by the Scheduled Functional Completion Date (but not for any default by Contractor under the
Contract arising from or related to such delay). The foregoing shall not be deemed to limit Owner’s rights or the damages to which Owner might be entitled under Article 36 of the Contract, including, without limitation, those rights or damages
arising from a default by Contractor under the Contract relating to such delay. Said liquidated damages shall be payable by Contractor to Owner within three (3) Business Days after (i) Final Completion is achieved, or (ii) the
termination of the Contract in accordance with its terms. 







 APPENDIX F 
 INCENTIVE FEE 
 In the event that Contractor achieves Functional Completion of the Work prior to the Scheduled
Functional Completion Date, Contractor shall be entitled to an additional sum of Thirteen Thousand Dollars ($13,000) for each and every week (or that sum pro-rated, on a per diem basis, in the case of a partial week) that date of Functional
Completion precedes the Scheduled Functional Completion Date. Said additional sum shall be payable by Owner to Contractor within three (3) Business Days after Final Completion is achieved. 







 APPENDIX G 
 FORMS 
  

	 	•	 	 Key Employee Confidentiality, Proprietary Information and Consent Agreement 


  

	 	•	 	 Change Order 


  

	 	•	 	 Functional Completion Notice 


  

	 	•	 	 Final Completion Notice 


  

	 	•	 	 Release and Certificate of Final Payment 


  

	 	•	 	 Statutory Declaration 


 THESE FORMS WILL BE
JOINTLY DEVELOPED AND APPROVED BY OWNER AND CONTRACTOR AFTER EXECUTION OF THE CONTRACT 







 APPENDIX H 
 DISPUTE RESOLUTION PROCEDURE 
 In the event of any dispute, or difference arising out of, or relating to this
Contract, or the breach thereof, the parties shall use their best endeavors to settle such dispute, or difference by consulting and negotiating with each other, in good faith, and understanding of their mutual interests, to reach a just and
equitable resolution which is satisfactory to the parties. In the event the parties cannot resolve such dispute up to the level of each party’s Division Manager or President within ninety (90) days after a party’s initial notice of
the dispute, the parties shall be free to litigate their differences in accordance with the Laws of the state of Ohio without regard to conflicts of laws rules. 







 Appendix I 
  

	1.1	Project Team and Key Personnel 

 The Project Team
for the Expansion Project has extensive experience in similar projects. 
 

 
  
  

	 	1.1.1	Key Personnel for Contractor 

  

	 	1.1.1.1	FMC Technologies: 

  

	 	•	 	 Jeff Syed- Project Manager 


  

	 	•	 	 Jogesh Chandran - Engineering Manager 


  

	 	•	 	 John Lawlor - Lead Process Engineer 


  

	 	•	 	 Tai Tran - Process Engineer 


  

	 	1.1.2	Key Personnel for Subcontractors 

  

	 	1.1.2.1Process	Construction: 

  

	 	•	 	 Doug Doxsey - Engineering Manager 


  

	 	•	 	 Joe Doxsey - Project Manager 


  

	 	1.1.2.2	Wuest Electric Co: 

  

	 	•	 	 Todd Wuest - Owner 


  

	 	•	 	 Brian Kile - Project Manager 


  

	 	1.1.2.3	 Thomas R. O’Shea Inc: 

  

	 	•	 	 Jim Matson - President