EPC OUTLINE PROPOSAL FOR BREED ENERGY LIMITED - POWER ISLAND INSTALLATION IN THE

DOMINICAN REPUBLIC

250 MW Open Cycle Power Plant

Utilizing

Two (2) Siemens Westinghouse W701DS

Gas Turbine Generator Sets

September 2018

Page 2 of 19

Contents

1. Introduction ............................................................................................................................ 3

2. Proposal Role ......................................................................................................................... 4

3. Equipment .............................................................................................................................. 4

4. Handling of Used Equipment ................................................................................................. 7

5. Documentation & Drawings ................................................................................................... 9

6. Scope of Services ................................................................................................................. 10

7. Project Execution Strategy ................................................................................................... 11

8. Project Structure & Execution .............................................................................................. 12

10.1 General ................................................................................................................................. 13

10.2 Project Management ............................................................................................................ 13

10.3 Engineering .......................................................................................................................... 13

10.3.1 Codes & Standards ........................................................................................................ 14

10.4 Construction ......................................................................................................................... 15

10.6 Project Controls.................................................................................................................... 15

10.7 Procurement and Material Control ....................................................................................... 16

10.8 Quality Control .................................................................................................................... 16

10.9 Safety Standards ................................................................................................................... 16

Attachment (A) Drawings Original Foundation and Structural Drawings Original Site General Arrangement drawing Original Cable Routes and Single Line Drawings Original Pipework Assembly Drawings Original P&ID’s

Attachment (B) Organisation Chart

Page 3 of 19

1. Introduction

Independent Power Corporation PLC (“IPC”) proposes to Engineer, Procure and Construct a 250 MW power plant in Dominican Republic based on (2) Fiat Avio–Siemens Westinghouse TG50D5/W701DS gas turbines that will operate on natural gas as the prime fuel. The plant may also be considered for conversion into a 400 MW combined cycle power plant as the second stage project development.

The two gas turbines were previously installed at Turin Power Station, Italy, but have since been dismantled and stored at locations within Turin and Venice. The gas turbines underwent a major overhaul and upgrade to the W701DS model, undertaken by Siemens Turbocare.

In principle, the dismantled and stored plant comprises of a complete power block i.e. gas turbine, generator, auxiliaries & anciliary equipment, structures and ductwork. It is intended therefore to re-assemble the plant as per the original arrangement which should allow re-assembly as per the original design.

Commercial operation of the first 127.8 MW Gas Turbine Unit can be planned within 12 months. Completion of the Power Plant can be planned within 14 months.

These units were originally configured to operate on 50Hz frequency. However the machines were designed based on TG50 model which operates at 3,000 RPM (50Hz) and does not need a gearbox, unlike 50 Hz units that are designed at 3,600 RPM. It is therefore expected that these units are capable of operating at 60 Hz. Further investigation is required to confirm this.

This scope document is intended to describe the EPC works in sufficient detail for the client to evaluate their economic suitability. It is not intended to provide a full project engineering specification which will be subject to site specific and connection data from the client..

USP&E

Page 4 of 19

2. Project Role

IPC is proposing to act as the principal EPC contractor for all works related to this project. IPC intends to cooperate with a number of sub-contractors to complete the project.

IPC is one of the United Kingdom’s leading power developers and power plant operators. IPC has

built, owned and operated power plants for third parties and in its own right for over 20 years in different parts of the world.

IPC was founded in November 1995 and since then, on its own balance sheet and through its affiliates and special purpose vehicles, IPC has owned or developed almost 5,000 MW of power generation facilities. A further 3,000 MW of new capacity are currently being developed.

IPC is active in Europe, Latin America, the Middle East, and Africa. IPC has excelled in the niche power development market, specializing in projects of up to 500 MW in capacity. The company has built a strong reputation as a reliable partner for power generation projects.

3. Equipment

For this project two (2) Siemens Westinghouse W701DS Gas Turbine Generator sets are offered to be installed. The units are the upgraded version of the W501D model, which were originally manufactured by Fiat, who designed them as the TG50D5 model under licence from Westinghouse (now a Siemens Company).

The W501D models of gas turbines were previously installed and operated at the former Turin Power Station for 3 to 5 years before they were dismantled in order for the plant to be upgraded. Each machine has an ISO capacity of 127.8 MW firing on Natural Gas.. Siemens has fully refurbished the units to “zero” hours.

The turbines will be fired on natural gas, and are equipped with by-pass stacks for simple cycle operation. All the drawings of the originally installed plant are available and will be used where possible to optimise the design of the new plant.

The Turbines are currently stored at a facility at a third party storage area at the Port of Maguera near Venice, and the balance of the auxiliary, ancillary equipment, ducts, stacks etc are stored in Turin, and they are available for immediate shipment.

The following details at high level the equipment stored within Italy for the two (2) W701DS multi-fuel units.

USP&E and

USP&E

Page 5 of 19

Main Power Block

Gas Turbine W701DS

GT Engine;

Dual Fuel Std Combustion System;

Turbine Bearing Fire Fighting;

On Board I & C Devices;

On Boar Air Cooling System;

On Board Bypass System;

Generator

Hydrogen Cooled Generator ;

Rotor Jacking Oil System;

Hydrogen Oil Sealing System;

Control Package

Vibration Motion System (Bentley Nevada);

Gas Detection System (MSA);

Fire Protection Board (Ciodue).

Electrical Package

Motor Control Centre;

6kV Board;

Generator Protective Relay Panel;

Battery Charger with Batteries and Inverter;

Auxiliary Transformer;

Insulated Bus Bar Duct;

Generator Circuit Breaker;

Excitation Board;

Excitation transformer;

Lighting Board;

Starting System Board and Transformer

Starting Package

SSS Clutch (SSS);

Barring Gear.

Inlet Air System

Filter Room;

Inlet Manifold;

Page 6 of 19

Inlet Silencer.

Exhaust System

Horizontal Diffuser;

Silencer;

Vertical Stack;

Diverter Box.

Mechanical Package

Common Lube Oil System for the Gas Turbine and Generator;

Atomizing and Instrumental Air System;

Cooling Air System;

Gas Fuel System Skid;

Cooling Water Skid;

Water Injection Skid;

Cooler Assemblies

Air-to-Air Cooler for Rotor Cooling;

Oil-to-Water Cooler for Lube oil Cooling;

Water-to-Air Cooler for Water Cooling System.

Fire Fighting System (CO2 deluge);

GT Enclosure;

Turbine Bearing;

Mechanical Package Enclosure.

Enclosures with Ventilation and Lighting System

Gas Turbine Module;

Generator (only a shed);

Mechanical Package;

Electrical Package;

Control Room;

Battery and DC Distribution Room.

Emergency Diesel Generators with Relevant Board (1 package for 2 Turbines)

GT Pipe Rack Assemblies

New Equipment and Balance of Plant

The following equipment will require purchasing:

HV Switchyard, 220kV

2 x Generator step up transformers 15kV – 220kV

Page 7 of 19

Static Frequency Converter & Static Exciter

1 x 1,500 ton Diesel tank

Diesel offloading and forwarding system. Forwarding sized at approx. 80t/h (the GasTurbine on base load will consume 35t/h of Diesel.

1 x 1000m3 Raw / Fire water tank

1 x 450 ton Demin water tanko Demin forwarding skid (NoX abatement), Sized for 40-50t/h. Water injection on

Gas and Diesel is 28t/h and 35t/h respectfully.

1 x Potable water tank, size TBD by Contractor

Demin water treatment plant sized at 70t/h

Natural Gas reception facility, typically:o Two coalescing filters (2x100%) and associated condensate tanko One (1x100%) Metering Station Skid, including bypasso One (1x100%) Gas Chromatographo One (1x100%) Pressure Reducing Stationo One (1x100%) Fine filter skid, including bypasso Associated piping, valves and instrumentation from the Terminal Point to the RMS

and from here to the GT inlet. H2 storage plant (cyclinder storage in secure area). Gas Turbines have H2 cooled generators.

Instrument and plant air systemo Two (2x100%) air rotary compressoro One air Receivero Air Dryer for instrument air supply

Fire detection and protection system for transformers and Diesel storage tanks

Effluent treatment and disposal system

Buildings

The approach to buildings is to be minimalistic. This shall be reviewed with the Contractor but presently the scope covers:

Control room, offices and welfare facilities

Combined (GT1 & 2) electrical room.

Warehouse and Workshop

Security cabin

The Contractor can propose suitable structures / building designs for discussion.

4. Handling of Used Equipment

The majority of the original stored equipment is located at Turin, Italy. For the two GTG packages there are a total of 107 containers, 225 crates, 66 pallets and 230 loose parts.

Page 8 of 19

The materials / equipment are stored both indoor and outdoor. The outdoor storage being that which are supposed to tolerate the effect of the weather more effectively.

The indoor storage was indicated for the materials that could have been affected from rain and humidity (typically electrical parts and major equipment, as Gas Turbines, Generators).

Since the time of being stored in 2007, the outdoor equipment ‘wooden packaging’ has deteriorated due to the effect of the weather. This will need to be rectified by IPC prior to shipping. Also, the steel ISO containers will require re-registration by the authority RINA, as part of the shipping pre-requisite criteria. Again this will be coordinated by IPC.

In summary;

Indoor Equipment

The conditions are good Visual inspection is required before the transport

Packages (cages/crates/pallets) The conditions are good The original stamps of the fumigation certificates is present (standard requirement of our

Forwarding Agents)

Outdoor Equipment

The current conditions require IPC action.

Equipment (Loose parts) Visual check of the condition before the transport, in order to verify any damage and to

prevent any security risk during the shipment Marking of the correct lifting points and CoG is required

Packages (cages/crates/pallets) Not good conditions: the packaging shall be replaced because of the wood degradation The fumigation of the wood is required

Containers 100% of tarpaulins must be replaced Valid RINA certificates are required (standard requirement of our Forwarding Agents) Visual check of all the containers is required

Handling and Inspection Works (ITALY)

IPC will undertake the following prior to shipping from the port of Maghera: Current owner

Page 9 of 19

Re-certify the ISO containers with the authority RINA. This will also include a contentscheck for any obvious damage or deterioration.

Re-package the outdoor equipment i.e. re-pack in new wooden packaging. General inspection of external loose equipment for damage or deterioration. No inspection of the internally stored crates and pallets will be undertaken unless there is

obvious damage or breach of the packaging or tarpaulin. NO equipment testing will be undertaken in Italy i.e. testing of instrumentation, electric

motors etc.

Transport of Pre-Owned Goods

IPC will transport the goods to the port of Maghere., Italy.

Handling and Inspection Works (Dominican Republic)

IPC will ship all equipment held in Italy to a local port in Dominican Republic.

IPC will be responsible for the unpacking and checking of equipment and agree an inspection and test programme with the client. This may include:

Insulation and Megga checks on motors Instrumentation calibrations checks. Re-setting of all safety relief devices Inspection and cleaning of pipework and equipment Plus others

As part of the IPC site team, a material controller will work closely with the Client on the programme of receipt of goods, including the co-ordination and approval to purchase replacement items for damaged goods.

The material controller is there for assistance and co-ordination of any queries or decision making by IPC.

5. Documentation & Drawings

As previously detailed, the GTG’s were installed at Turin Power Station, prior to de-construction and upgrade works by Siemens Turbocare. The Majority of the erection manuals / drawings / instructions for the existing equipment are available, for example:

Gas turbines

Generators

Bus duct

Transformers

Electrical panels

Emergency diesel

Current owner

Page 10 of 19

Inverters

Instrumentation racks

Fire fighting Halon systems (since converted to CO2)

Note, all documentation and drawings are in Italian.

The drawings are associated with the original Turin Power Station installation and therefore the stored components would re-assemble as per the original Power Island installation configuration and as part of the complete site and new General Arrangement drawing.

The engineering of the Interfaces, Balance of Plant and Buildings has still to be completed so presently the only reference information is the equipment listed in section 5 and the General Arrangement drawing for dimensional / site area data.

6. Scope of Services

The high level Scope of Services is displayed below:

Civil & Buildings

Site establishment and initial preparation prior to construction works.

Preparation of a construction laydown and storage area approx. 10,000m2

Construction access road.

Temporary storage facility for construction materials and equipment.

Excavation works and construction of foundations for all plant, equipment and buildings asillustrated on the General Arrangement drawing and the original civil design drawings,Attachment B. Site levelling should be assumed to be a maximum of 1m excavation.

Buildings as defined in Section 7.

Roadways and pedestrian walkways (within site boundary).

Access road to site from nearest public access road.

Underground services and drains

The contractor shall provide all materials, concrete, re-enforcement required for theconstruction of foundations, buildings and site works

Removal and disposal of excavated material that cannot be re-utilised on site.

Facilities for their workforce including offices, eating area, toilets, washroom and welfarearrangements.

Site finishes

All plant equipment and machinery required for the Civil & Building works.

Environmental construction control measures i.e. dust suppression, noise, control ofconstruction waste and disposal.

Page 11 of 19

Mechanical & Piping

Installation of Power Island Equipment (with technical supervision support from SiemensTurbocare), note, Power Island pipework greater than 2” has been retained and will be

shipped with the main equipment. Pipework <2” was not retained and will be provided by

the Contractor.o Installation will possibly consider the existing bypass stack mechanical assembly but

this may be deemed unnecessary and a simple Open Cycle stack may be installed.The vertical stack section will be a new procurement item to the Contractor, TBC.

Piping Insulation.

Gas reducing station assembly & piping.

Installation of BOP piping systems:o Natural Gaso Raw Watero Demin Watero Fire Water

Installation of Raw Water & Demin Water Tanks (3rd Party contract support)

Installation of Hydrogen storage system for generators

Installation of BOP pumps and drives

Installation of Demin Water Treatment Plant

Installation of Fire Fighting system for tank farm and transformers

Oily, rainy and sewage water systems

Electrical, Controls & Instrumentation

Installation of Power Island Equipment (with technical supervision support from SiemensTurbocare)

Installation of New Control System for Open Cycle operation of 2 x Gas Turbines and BOP.

Installation of Main Generator step-up transformers

HV Substation (by others, TBD)

HV and I&C connections from GSU Transformer to HV substation

Electrical system for balance of plant

BOP lighting system

BOP lightning protection system

Communication systems

There will be interface engineering required. The Contractor is to highlight any in house engineering capability that they could offer as part of their scope of works.

7. Project Execution Strategy

Page 12 of 19

In support of the above works, the IPC team will be structured as per the following Organisation Chart (typical), Attachment B.

The execution of the project will be managed by a compact IPC team, comprising of a Project Manager, Project Engineer, Construction Manager, Project Controls and discipline QS support.

IPC intend to contract directly with the multi discipline contractor who will report directly with the IPC management and construction team.

The engineering and construction works of the 2 x power island blocks will be adopted from the existing engineering drawings and information currently available from the original Turin Power Station installation. Understandably, there will be additional engineering required with regard to:

General arrangements & elevation drawings

Temporary facilities

Site preparation

Construction facilities

BOP foundation design

Buildings

Tanks

U/G services

Drains and waste systems

Site finishes

The strategy to cover Engineering works is still to be finalised and dependent on the capability of the chosen sub-contractors.

Siemens Turbocare and specific equipment OEM’s will be utilised for Power Island interface design works, site erection support and commissioning / start-up support.

8. Project Structure & Execution

It is the intent to engage with Construction organisations with a suitable level of experience in power plant design and construction execution.

Execution will be in line with agreed policies and procedures for the Engineering, Procurement, Construction, HSE and Quality systems.

Siemens Turbocare has specific project experience with the Turbine Generators and will have a defined role within the project, which will be managed by IPC.

General approach detailed as follows:

We

Page 13 of 19

10.1 General

IPC will engage with a 3rd party Engineering organisation, TBD, for engineering and construction support.

The Engineering body will report directly to the IPC management team who will maintain a presence on site throughout the project.

10.2 Project Management

IPC will assign Project Manager to the Project, having full authority over and responsibility for the complete project. This individual serves as team leader for the project team, which is comprised of personnel from the following departments and/or disciplines:

- Engineering- Start-up- Project Controls- Purchasing- Quality Control- Safety- Warranty

As team leader, the Project Manager reviews and approves design documents and major material and equipment requisitions, oversees the development of the project schedule and staffing plan, assures the smooth flow of information from the contract to the engineering, procurement and start-up portions of the team, prepares the project progress reports, conducts the project review meetings, and serves as the main point of contact for the owner on all areas of contract administration.

10.3 Engineering

It is the intent to utilise the original project design documentation for the new installation.

It is only envisaged to produce new engineering documentation for interface works and new equipment and systems i.e.

BOP systems

Tanks

Interface pipework

Control systems

The engineering effort will be headed up by and appointed Project Engineer who will report directly to the Project Manager, and be responsible for the management, co-ordination and administration

We

There will be an assigned

There will be an assigned

Page 14 of 19

of all of the project’s engineering activities. Each engineering discipline (i.e., civil/structural,

mechanical/process, piping, electrical, and instrumentation/controls) will assign one or more individuals to the project engineering team.

The Project Engineer also interfaces directly with the Construction Site Team to transmit design documents and provide technical support.

All major design documents, purchase requisitions and test protocols will be reviewed and approved by the lead discipline engineer, the Project Engineer, and final approval by the Project Manager.

Engineering is performed in compliance with agreed Procedures and Controls.

The role of Siemens Turbocare

Siemens Turbocare will not undertake any EPC activity in relation to the power island equipment vs site specific design. There are, however, areas which will involve their participation as follows:

Power Island

Turbocare will provide technical input (available information and experience) to the client and also participate in design review and guidance. IPC will remain responsible for the overall design.

In addition to all available documentation IPC will have access to Turbocare engineering to assist with specific project definition.

10.3.1 Codes & Standards

The following standards, codes and regulations will be applied, where applicable, to the project, in its design, procurement, construction, testing and commissioning.

The most stringent are among the following:

The mandatory applicable local and national codes, standards and regulations.

The applicable international codes, standards and regulations.

The more important organizations that influence the standard works regarding the systemsand components as part of this proposal are listed below:

American National Standards Institute (ANSI)

American Society of Testing and Materials (ASTM)

International Electrotechnical Commission (IEC)

International Organization for Standardization (ISO)

National Fire Protection Association (NFPA)

we

Page 15 of 19

The Contractor is to provide a list of International and Local Codes and Standards which they intend to implement on works of this nature.

10.4 Construction

The Sub-contractor will execute the construction works, under the management of the IPC & Owner’s Engineering Representative, and under the supervision of the Independent Engineer appointed by the lenders to the project.

Turbocare will be available to provide in country erection support for both the Power Island and also installation commissioning support for the control system and other systems at the discretion of the contractor.

The Construction effort will be coordinated on site by a IPC Construction Manager and three supervisors, Mechanical, Civil and Electrical C&I. The construction supervisors will report directly to the Project Manager or via the IPC site representative.

The Construction Company shall appoint site managers and supervisors for co-ordination of their works.

For the construction of the Gas Turbine & Generators, as stated, the original engineering and construction drawings shall be utilised. In addition, typically the GTG equipment shall be received as follows:

GTs will be delivered fully assembled (out of enclosure).

Generators shall be assembled at site as they cannot be shipped fully assembled. Erectionconsists in assembling 3 main components: stator, rotor and bearing supports.

Auxiliaries Skids will be delivered fully assembled

Enclosures shall be assembled at site

Filter room, inlet duct and exhaust system shall be assembled at site.

Available piping are supplied already prefabricated within power island boundary.Obviously site adjustments are absolutely needed.

Electrical cable ways and cables, are not available as they were not recovered from the de-construction works They must be procured and installed as a new power plant.

Painting should be done on all equipment, although the parts are already painted.

10.6 Project Controls

The Project Manager will assign one Project Controls Engineer to the project. The Project Controls Engineer reports to the Project Manager. This individual is responsible for developing, monitoring and updating the project schedule, verifying actual progress, forecasting cost and schedule to complete and preparing reports.

current owner &

Page 16 of 19

10.7 Procurement and Material Control

The contractor is responsible for the procurement of all materials associated with their works. Foundation embedment will be procured by IPC and free issued to the contractor.

IPC will supply the Turbine Island on a free issue basis with support from a 3rd party engineering group in the development of subcontract packages, competitively bidding each package, and awarding the work to the best qualified bidder following a detailed subcontractor qualification, RFP and bid review process.

10.8 Quality Control

The Contractor is to define what Quality Control policies and procedures they adopt for both engineering and construction works. This must meet acceptable requirements.

Each subcontractor will be required to comply with standards which are based on ISO 9001-2000.

10.9 Safety Standards

All sub-contractors are expected to have developed an Occupational Health and Safety Management System based on the latest standards, which ensures compliance with the Legal Requirements and with an Occupational Health and Safety Policy, again developed by the Contractor.

Current owner

Page 17 of 19

Attachment A

DRAWINGS

Key drawings from the original installation (Turin Power Station) have been collated and should be sufficient to for the purpose of Power Island evaluation.

Note, the approach concept is that the plant will be constructed in line with the original General Arrangement and therefore the original information should have some value.

The folder of drawings exceeds the email MB limit and therefore a discreet download link will be provided.

The download file contains:

Original Foundation and Structural Drawings Original Site General Arrangement drawing Original Cable Routes and Single Line Drawings Original Pipework Assembly Drawings Original P&ID’s