Common use of Construction Coordination Clause in Contracts

Construction Coordination. (a) Contractor shall be responsible for erecting a temporary and movable construction fence (the “Construction Fence”) on the Site for the purpose of separating the Project construction area (the “Construction Area”), which is initially depicted by the cross-hatched area on Appendix I, from Company’s Area, including the International Station, the switchyard and any Common Facilities. The Construction Fence may be moved and relocated as necessary with the prior written consent of Company following the completion of certain phases of construction for the purpose of accessing other areas of the Project, all in accordance with the Project Schedule and the Contract. From the first to occur of issuance of an initial Limited Notice to Proceed (or as set forth therein), or issuance of Full Notice to Proceed through Final Completion, Contractor will be in control of the Construction Area and will maintain a separate gate for access to the Construction Area. Upon Substantial Completion, the Construction Area will be reduced to Company’s staging and laydown area, and shall not include any portion of the Facilities necessary for operation of the Project, the International Station or the Common Facilities. (b) Without affecting or diminishing in any way Contractor’s obligations set forth herein, Contractor shall coordinate with Company all activities to be performed under the Contract, particularly if such activities may require taking the International Station off-line or have a possibility of causing an outage at the International Station. (c) Contractor shall provide Company with reasonable advance notice of Contractor’s need to access Company’s Area for performance of Work activities associated with the Common Facilities. Contractor and Company shall agree on a schedule for the performance of all Work activities in Company’s Area consistent with the Contract and the Project Schedule. Company shall arrange for any safety instruction and workplace policy training deemed appropriate by Company for Contractor’s and its Subcontractors’ personnel prior to such personnel being allowed in Company’s Area. Company shall arrange for escorts for such personnel accessing Company’s Area to the extent Company deems such escorts necessary. If Contractor needs to work on a system that could be used by Company for the operation of the International Station, Contractor 19 shall provide Company with advance written notice and receive prior authorization from Company that the system has been deactivated before commencing work on the system and Contractor shall notify Company once Contractor completes work on the system so Company can inspect and reactivate the system in accordance with Company’s policies. Without limiting the preceding in this Section 7.7(c) and subject to Section 7.7(e), upon the reasonable request of Contractor and consistent with this Contract and the Project Schedule, Company shall authorize Contractor’s and its Subcontractors’ personnel to have access to Company’s Area (i) for the purpose of undertaking Work activities necessary to integrate the Project into the Common Facilities, and (ii) after the Substantial Completion Date, to perform any Work activities required under the Contract. (d) Notwithstanding any other provision herein to the contrary, at all times prior to the Substantial Completion Date, Contractor shall provide Company and Company’s personnel and other contractors access to the Construction Area upon Company’s request. Contractor and Company shall agree on a schedule for the performance of Work activities by Company’s personnel and other contractors in the Construction Area, which schedule shall be consistent with the Project Schedule. Subject to Company’s compliance with Contractor’s safety programs as set forth in the Execution Plan attached hereto as Appendix K, Company may access the Construction Area without notice at any time for the purpose of carrying out activities required (i) for the operation of the International Station, (ii) to respond to an emergency or (iii) to comply with Company’s obligations under any Company-Procured Equipment Purchase Agreement. (e) Contractor shall (i) schedule all Work activities that will require or may result in the shutdown of or inability to dispatch the International Station, and all Work activities performed on or affecting the Common Facilities in accordance with this Contract and the Project Schedule, (ii) notify Company in writing of such schedule(s) at the earliest practicable time and (iii) update such schedules in writing as necessary; provided, however, Contractor shall not undertake any such Work activities until Company has agreed in writing with such schedule and plan for performing the identified Work. (f) Except as otherwise provided in this Contract, Contractor shall perform or cause to be performed, all Work activities with respect to the Project in a manner that will avoid any interference that could be reasonably expected to have a material adverse effect on Company’s operation of the International Station and Company’s day-to-day operations at its corporate headquarters adjacent to the International Station. (g) Company shall provide oversight of, and shall have the right to consent to, activities of Contractor and its Subcontractors necessary for the connection of the Project’s systems with the Common Facilities and the activities necessary for the start-up and commissioning of the Project, as provided herein. Company shall provide Contractor and its Subcontractors with reasonable controlled access to all Common Facilities, including the control room, to enable Contractor and its Subcontractors to interconnect the Project with the Common Facilities, all in accordance with the Project Schedule and the Contract, and upon Company’s prior consent after receipt of notice from Contractor. (h) In the event of an unscheduled shutdown or loss of power generation capability of the International Station attributable to any act or omission of Contractor (each, an “Unscheduled Shutdown”), Contractor shall be liable to Company for all Liabilities incurred by Company in connection with such Unscheduled Shutdown (including the cost of Company to procure or produce replacement power); provided, however, that (i) Contractor’s liability for Company Liabilities shall not exceed fifty thousand Dollars ($50,000.00) per occurrence and (ii) in the event Company is required to obtain or produce replacement power following an Unscheduled Shutdown, the Liabilities for replacement power for which Contractor shall be liable shall be limited to the incremental cost increase over the cost basis that would be normally incurred by the Company had there not been an Unscheduled Shutdown provided that Company has an actual need to dispatch from the International Station because no other less costly generating capacity exists and is available for Company’s use. Without limiting the preceding sentence, after an Unscheduled Shutdown, any future work that is to be performed by Contractor or its Subcontractors of the same or similar nature to that which caused the Unscheduled Shutdown shall proceed only in accordance with a plan developed by Company and Contractor and designed to accomplish the necessary work in a manner that will avoid re-occurrence of the Unscheduled Shutdown.

Construction Coordination. (a) Contractor shall be responsible for erecting a temporary and movable construction fence (the “Construction Fence”) on the Site for the purpose of separating the Project construction area (the “Construction Area”), which is initially depicted by the cross-hatched area on Appendix I, from Company’s Area, including the International Station, the switchyard and any Common Facilities. The Construction Fence may be moved and relocated as necessary with the prior written consent of Company following the completion of certain phases of construction for the purpose of accessing other areas of the Project, all in accordance with the Project Schedule and the Contract. From the first to occur of issuance of an initial Limited Notice to Proceed (or as set forth therein), or issuance of Full Notice to Proceed through Final Completion, Contractor will be in control of the Construction Area and will maintain a separate gate for access to the Construction Area. Upon Substantial Completion, the Construction Area will be reduced to Company’s staging and laydown area, and shall not include any portion of the Facilities necessary for operation of the Project, the International Station or the Common Facilities. (b) Without affecting or diminishing in any way Contractor’s obligations set forth herein, Contractor shall coordinate with Company all activities to be performed under the Contract, particularly if such activities may require taking the International Station off-line or have a possibility of causing an outage at the International Station. (c) Contractor shall provide Company with reasonable advance notice of Contractor’s need to access Company’s Area for performance of Work activities associated with the Common Facilities. Contractor and Company shall agree on a schedule for the performance of all Work activities in Company’s Area consistent with the Contract and the Project Schedule. Company shall arrange for any safety instruction and workplace policy training deemed appropriate by Company for Contractor’s and its Subcontractors’ personnel prior to such personnel being allowed in Company’s Area. Company shall arrange for escorts for such personnel accessing Company’s Area to the extent Company deems such escorts necessary. If Contractor needs to work on a system that could be used by Company for the operation of the International Station, Contractor 19 shall provide Company with advance written notice and receive prior authorization from Company that the system has been deactivated before commencing work on the system and Contractor shall notify Company once Contractor completes work on the system so Company can inspect and reactivate the system in accordance with Company’s policies. Without limiting the preceding in this Section 7.7(c) and subject to Section 7.7(e), upon the reasonable request of Contractor and consistent with this Contract and the Project Schedule, Company shall authorize Contractor’s and its Subcontractors’ personnel to have access to Company’s Area (i) for the purpose of undertaking Work activities necessary to integrate the Project into the Common Facilities, and (ii) after the Substantial Completion Date, to perform any Work activities required under the Contract. (d) Notwithstanding any other provision herein to the contrary, at all times prior to the Substantial Completion Date, Contractor shall provide Company and Company’s personnel and other contractors access to the Construction Area upon Company’s request. Contractor and Company shall agree on a schedule for the performance of Work activities by Company’s personnel and other contractors in the Construction Area, which schedule shall be consistent with the Project Schedule. Subject to Company’s compliance with Contractor’s safety programs as set forth in the Execution Plan attached hereto as Appendix K, Company may access the Construction Area without notice at any time for the purpose of carrying out activities required (i) for the operation of the International Station, (ii) to respond to an emergency or (iii) to comply with Company’s obligations under any Company-Procured Equipment Purchase Agreement. (e) Contractor shall (i) schedule all Work activities that will require or may result in the shutdown of or inability to dispatch the International Station, and all Work activities performed on or affecting the Common Facilities in accordance with this Contract and the Project Schedule, (ii) notify Company in writing of such schedule(s) at the earliest practicable time and (iii) update such schedules in writing as necessary; provided, however, Contractor shall not undertake any such Work activities until Company has agreed in writing with such schedule and plan for performing the identified Work. (f) Except as otherwise provided in this Contract, Contractor shall perform or cause to be performed, all Work activities with respect to the Project in a manner that will avoid any interference that could be reasonably expected to have a material adverse effect on Company’s operation of the International Station and Company’s day-to-day operations at its corporate headquarters adjacent to the International Station. (g) Company shall provide oversight of, and shall have the right to consent to, activities of Contractor and its Subcontractors necessary for the connection of the Project’s systems with the Common Facilities and the activities necessary for the start-up and commissioning of the Project, as provided herein. Company shall provide Contractor and its Subcontractors with reasonable controlled access to all Common Facilities, including the control room, to enable Contractor and its Subcontractors to interconnect the Project with the Common Facilities, all in accordance with the Project Schedule and the Contract, and upon Company’s prior consent after receipt of notice from Contractor. . (h) In the event of an unscheduled shutdown or loss of power generation capability of the International Station attributable to any act or omission of Contractor (each, an “Unscheduled Shutdown”), Contractor shall be liable to Company for all Liabilities incurred by Company in connection with such Unscheduled Shutdown (including the cost of Company to procure or produce replacement power); provided, however, that (i) Contractor’s liability for Company Liabilities shall not exceed fifty thousand Dollars ($50,000.00) per occurrence and (ii) in the event Company is required to obtain or produce replacement power following an Unscheduled Shutdown, the Liabilities for replacement power for which Contractor shall be liable shall be limited to the incremental cost increase over the cost basis that would be normally incurred by the Company had there not been an Unscheduled Shutdown provided that Company has an actual need to dispatch from the International Station because no other less costly generating capacity exists and is available for Company’s use. Without limiting the preceding sentence, after an Unscheduled Shutdown, any future work that is to be performed by Contractor or its Subcontractors of the same or similar nature to that which caused the Unscheduled Shutdown shall proceed only in accordance with a plan developed by Company and Contractor and designed to accomplish the necessary work in a manner that will avoid re-occurrence of the Unscheduled Shutdown.