CONFIDENTIAL AND PROPRIETARY

Exhibit 10(c)8

Georgia Power Company has requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. Georgia Power Company has omitted such portions from this filing and filed them separately with the Securities and Exchange Commission. Such omissions are designated as “[***].”

CONSTRUCTION COMPLETION AGREEMENT

BETWEEN

GEORGIA POWER COMPANY, FOR ITSELF AND AS AGENT FOR OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA, MEAG POWER SPVJ, LLC, MEAG POWER SPVM, LLC, MEAG POWER SPVP, LLC, AND THE CITY OF DALTON, GEORGIA, ACTING BY AND THROUGH ITS BOARD OF WATER, LIGHT AND SINKING FUND COMMISSIONERS, AS OWNERS

AND

BECHTEL POWER CORPORATION

DATED AS OF OCTOBER 23, 2017

CONFIDENTIAL AND PROPRIETARY

TABLE OF CONTENTS

RECITALS		1
ARTICLE 1	DEFINITIONS AND INTERPRETATION; DOE CONSENT / APPROVAL	1
1.1	Defined Terms.	1
1.2	Interpretation	18
1.3	DOE Consent/Approval	20
ARTICLE 2	CONTRACTOR RESPONSIBILITIES	20
2.1	Description of Work; Qualifications	20
2.2	Transition of Responsibilities to Contractor.	20
2.3	Monthly Status Reports; Access to Information	20
2.4	Status Meetings	21
2.5	Embedded Owner Oversight Personnel	21
2.6	Performance Standards	22
2.7	Key Personnel and Labor	22
2.8	Independent Contractor	22
2.9	Inspection	23
2.10	Testing, Start-Up and Initial Operation	24
2.11	Clean-Up and Waste Disposal	25
2.12	Plant Equipment and Materials Storage	25
2.13	Hazardous Materials	25
2.14	Turnover Packages	26
2.15	Safety Program	26
2.16	Compliance of Issued For Construction Documents with Laws; Modifications	28
2.17	Subcontracting	29
2.18	Contractor’s Government Approvals	31
2.19	ITAACs	31
2.20	Support for Government Approvals and Requests	31
2.21	Control Program	31
2.22	No Waiver of Access Rights	32
ARTICLE 3	CONTRACTOR-MANAGED AND OWNER-MANAGED SUBCONTRACTS	33
3.1	Owner-Managed Subcontracts	33
3.2	Contractor-Managed Subcontract Scope	33

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3.3	Contractor Authority and Responsibilities with respect to Contractor-Managed Subcontractors	34
ARTICLE 4	OWNERS’ RESPONSIBILITIES AND RIGHTS	36
4.1	Owners’ Responsibilities	36
4.2	Owners’ Right to Inspect, Stop and Re-Perform Work	38
ARTICLE 5	QUALITY ASSURANCE	39
5.1	Quality Assurance Programs	39
5.2	Transition to Contractor’s Quality Assurance Program.	40
5.3	Owners Access	40
ARTICLE 6	SECONDMENT OF EMPLOYEES	41
ARTICLE 7	COMPENSATION	41
7.1	Reimbursable Costs	41
7.2	Base Fee and Earned Fee	44
7.3	Modification of Schedule Earned Fee	44
7.4	Modification of Cost Earned Fee	46
7.5	Adjustments of Reduction and Increase Amounts and Percentages	47
7.6	Determination of Final Earned Fee	48
7.7	Sole Liability	48
ARTICLE 8	BILLING AND PAYMENTS	48
8.1	Respective Payment Responsibility	48
8.2	Monthly Payment for Estimated Reimbursable Costs	49
8.3	Monthly Invoices	50
8.4	Payment of Base Fee	50
8.5	Provisional Payments of Schedule Earned Fee and Cost Earned Fee	50
8.6	Late Payment	51
8.7	Reconciliation of Schedule Earned Fee and Cost Earned Fee	51
8.8	Final Payment	53
8.9	Payment Disputes	53
8.10	Supporting Documentation	54
8.11	Conditions of Payments	54
ARTICLE 9	PROJECT SCHEDULE	56
9.1	Baseline Schedule	56
9.2	Baseline Schedule Revision	56

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9.3	Requirements and Process for Revised Baseline Schedule Adjustments	57
9.4	Adjustment of Target Construction Cost	58
9.5	Adjustment Events	59
9.6	Project Schedule Management	59
9.7	Revisions to Baseline Schedule	59
9.8	Schedule Recovery Plans	60
ARTICLE 10	ARTICLE 10 TARGET COMPLETION DATES AND GROUNDS FOR ADJUSTMENTS	61
10.1	Target Completion Dates	61
10.2	Adjustments to Target Completion Dates	61
10.3	Adjustment Events	61
10.4	Requirements and Process for Target Completion Date Adjustments	61
ARTICLE 11	TARGET CONSTRUCTION COST AND ADJUSTMENTS	62
11.1	Target Construction Cost	62
11.2	Adjustments to Target Construction Cost	62
11.3	Adjustment Events	63
11.4	Requirements and Process for Target Construction Cost Adjustments	63
ARTICLE 12	OWNER DIRECTED CHANGES	64
12.1	Right to Direct Changes	64
12.2	Limitation Respecting Core Scope	65
12.3	Adjustment to Target Construction Cost and/or Target Completion Date(s)	65
12.4	Fee Adjustment	66
12.5	Proposed Changes.	66
12.6	Change Orders Final	66
12.7	NRC Submittals Requested by Contractor	66
ARTICLE 13	FORCE MAJEURE EVENTS	67
13.1	Force Majeure Event	67
13.2	Burden of Proof	68
13.3	Excused Performance	68
13.4	Payment	68
ARTICLE 14	MECHANICAL COMPLETION AND FINAL COMPLETION	68
14.1	Mechanical Completion	68
14.2	Unit Mechanical Completion Requirements	68

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14.3	Punch List	69
14.4	Final Completion	69
ARTICLE 15	WARRANTY	69
15.1	Warranty Provided	69
15.2	Remedy	69
15.3	Warranty Period	70
15.4	Warranty Period Extension	71
15.5	Significant Construction Defects Prior to Warranty Period	71
15.6	Liability Limitations Relating to Warranties and Defects	71
ARTICLE 16	INDEMNITY	72
16.1	Third Party Claims	72
16.2	Limitation of Liability for Damage to Property	74
16.3	Intellectual Property Indemnity	74
16.4	Nuclear Indemnity and Insurance	74
16.5	Indemnity Procedures	75
16.6	Survival of Indemnity Obligations	75
ARTICLE 17	INSURANCE	76
17.1	Owners Insurance Obligations	76
17.2	Contractor’s Insurance Obligations	76
17.3	Mutual Coverage Obligations	79
ARTICLE 18	LIMITATIONS OF LIABILITY	79
18.1	No Consequential Damages	79
18.2	Maximum Total Liability	79
18.3	Dalton	80
ARTICLE 19	PERFORMANCE SECURITY	81
19.1	Contractor Parent Guarantee	81
19.2	Owner Performance Security	81
ARTICLE 20	LIENS	82
20.1	Liens	82
20.2	Discharge or Bond	83
ARTICLE 21	SUSPENSION AND TERMINATION	83
21.1	Suspension by the Owners for Convenience	83
21.2	Contractor Event of Default	83

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21.3	Termination by Owners for Convenience	86
21.4	Termination Because of Extended Force Majeure Event	87
21.5	Owners Event of Default	88
21.6	Further Obligations Upon Termination	89
ARTICLE 22	PROTECTED INFORMATION	90
22.1	Definition of Protected Information	90
22.2	Use and Protection of Protected Information	91
22.3	Westinghouse Protected Information	92
22.4	Export Control	93
ARTICLE 23	REPRESENTATIONS AND WARRANTIES	94
23.1	Representations and Warranties of Contractor	94
23.2	Representations and Warranties of Owners	95
23.3	Representations and Warranties of GPC	96
ARTICLE 24	TITLE; RISK OF LOSS	96
24.1	Transfer of Title; Intellectual Property	96
24.2	Risk of Loss	97
ARTICLE 25	APPLICABLE LAWS AND REGULATIONS	97
25.1	Compliance with Applicable Laws	97
25.2	Specific Applicable Law Requirements	97
25.3	Conflict Minerals	97
25.4	OFAC	97
25.5	Government Submittals	97
25.6	Federal Acquisition Regulations	98
25.7	Subcontracting Plan	98
25.8	Debarment	98
25.9	BAA	99
25.10	Lobbying	99
25.11	Davis-Bacon Act Required Contract Clauses	99
ARTICLE 26	EQUAL EMPLOYMENT OPPORTUNITY	99
26.1	Owners’ Equal Employment Opportunity Compliance	100
26.2	Contractor’s Equal Employment Opportunity Compliance	100
26.3	VEVRAA	100
26.4	Rehabilitation Act	101

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ARTICLE 27	CYBER SECURITY PROGRAM REQUIREMENTS	101
27.1	Protection of Digital Computer and Communication Systems and Networks	101
27.2	Contractor Worker Network Access Compliance	101
27.3	Procurement of Services	103
27.4	Construction	104
ARTICLE 28	SITE AND SECURITY RULES AND POLICIES	104
28.1	Site Rules	104
28.2	Asbestos Responsibility	104
28.3	Lifetime Exposure Records	105
28.4	Required Instruction	105
28.5	Zero Tolerance Policy on Firearms	105
28.6	Safety	105
28.7	Reporting of Accidents and Noncompliance with Safety Requirements	105
28.8	Medical/Injuries Reporting	106
28.9	Drug Screening	106
28.10	OSHA 300 Log	106
28.11	Injury Reporting	106
28.12	Reporting Applicability	106
ARTICLE 29	UNESCORTED ACCESS REQUIREMENTS	106
29.1	Unescorted Access Requirements	106
29.2	Procedures for Obtaining Access	107
29.3	Procedures for Terminating Access/Legal Action Reporting	108
29.4	Representatives’ Access.	109
ARTICLE 30	FITNESS FOR DUTY	109
30.1	Southern Nuclear Fitness for Duty Program.	109
30.2	FFD Access Requirements	110
30.3	Scheduling of Work	110
30.4	Work Hour Controls/Limitations per 10 C.F.R.	110
30.5	Personnel Denied Access to Nuclear Facility	111
ARTICLE 31	FREE FLOW OF INFORMATION	111
31.1	Free Flow of Information Compliance	111
31.2	Work Environment.	112
31.3	Project ECP and CAP	112

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31.4	Free Flow of Information Training	112
31.5	Contractor’s Employment Decisions	112
31.6	Notification of Harassment or Intimidation Allegation	113
31.7	Adjudicatory Documents	113
31.8	Nuclear Safety or Quality Concern	113
31.9	Auditing of Whistleblower Policies and Investigations	113
31.10	Termination for Free Flow of Information Violation	113
31.11	Indemnification for Free Flow of Information Claims	113
31.12	Communication with NRC	113
ARTICLE 32	NO TOLERATION OF UNACCEPTABLE BEHAVIORS BY CONTRACTOR	114
32.1	Behavior Standards	114
32.2	Compliance with Required Behavior Standards	115
ARTICLE 33	NON-ENGLISH SPEAKING CONTRACTOR WORKERS	115
33.1	Provision of English Speaking Personnel	115
33.2	Translations	116
33.3	Notice	116
33.4	Limitations for Certain Access and Screening Requirements	116
ARTICLE 34	BENEFITED PARTIES	116
ARTICLE 35	QUALIFICATIONS AND PROTECTION OF ASSIGNED PERSONNEL	117
35.1	Contractor’s Personnel	117
35.2	Respirator Protection	117
ARTICLE 36	RECORDS AND AUDIT	117
36.1	Technical Documentation	118
36.2	Accounting Records	118
36.3	Maintenance of Records Generally	118
36.4	Right to Audit	118
36.5	NRC	118
36.6	Sales Tax Records	118
36.7	Acknowledgement of Owners’ Co-ownership Agreements	119
ARTICLE 37	TAXES	119
37.1	Sales Tax	119
37.2	Property Tax	119

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37.3	Cooperation and Audit	119
ARTICLE 38	DISPUTE RESOLUTION	120
38.1	Definition of Claim	120
38.2	Pre-DRB Process	121
38.3	Submittal to DRB	121
38.4	Commencing Dispute Resolution	121
38.5	Initial DRB Conference	121
38.6	DRB Hearing Location	121
38.7	Effect of DRB Determination	121
38.8	Arbitration	122
38.9	Court Proceedings	123
ARTICLE 39	NOTICES	123
ARTICLE 40	MISCELLANEOUS	124
40.1	Assignment	124
40.2	Non Waiver	124
40.3	No Implied Waiver	124
40.4	Amendments	124
40.5	Survival	124
40.6	Governing Law	125
40.7	Waiver of Jury Trial	125
40.8	Independent Contractor	125
40.9	Third Party Beneficiaries	125
40.10	Rights Exclusive	125
40.11	Severability	125
40.12	Entire Agreement	125
40.13	Counterparts	126
40.14	Further Assurances	126
40.15	External Communications	126
ARTICLE 41	EXECUTIVE OVERSIGHT	126
41.1	Establishment of Committee	126
41.2	Appointment of Executive Sponsors	126
41.3	Meetings	126

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EXHIBITS

Exhibit A	Scope of Work / Division of Responsibilities
Exhibit B	Target Assumptions
Exhibit C	Baseline Schedule
Exhibit D	Construction Site
Exhibit E	Subcontract Alignment Process and Managed Subcontracts
Exhibit F	Form of Letters of Credit
Exhibit G	Mechanical Completion
Exhibit H	Form of Monthly Status Report
Exhibit I	Key Personnel / Lead Personnel
Exhibit J	Davis-Bacon Act Provisions
Exhibit K	Flow Down Clauses
Exhibit L	Trend Program
Exhibit M	Target Construction Cost and List of Excluded Costs
Exhibit M-1	Field Non-Manual Resource Curve
Exhibit N	Commercial Rates
Exhibit O	Form of Monthly Funding Request
Exhibit P	Form of Invoice
Exhibit Q	Lien Waivers
Exhibit R	Parent Company Guarantee
Exhibit S	Form of Confidentiality Agreement
Exhibit T	Lobbying Certificate
Exhibit U	Dispute Resolution Procedures
Exhibit V	Legacy, WIP, and Completed Work Packages

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CONSTRUCTION COMPLETION AGREEMENT

This CONSTRUCTION COMPLETION AGREEMENT (“Agreement”) is entered into as of the 23^rd day of October, 2017 (“Effective Date”), by and between GEORGIA POWER COMPANY, a Georgia corporation (“GPC”), acting for itself and as agent for OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), an electric membership corporation formed under the laws of the State of Georgia, MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA, a public body corporate and politic and an instrumentality of the State of Georgia, MEAG POWER SPVJ, LLC, MEAG POWER SPVM, LLC, MEAG POWER SPVP, LLC, each a Georgia limited liability company, and THE CITY OF DALTON, GEORGIA, an incorporated municipality in the State of Georgia acting by and through its Board of Water, Light and Sinking Fund Commissioners (collectively, the “Owners”); and BECHTEL POWER CORPORATION, a Nevada corporation (“Contractor”). Owners and Contractor may be referred to individually as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, Owners are presently developing and constructing two new nuclear plant units and related facilities, structures and improvements at the Vogtle plant site in Georgia, which units are designated as Vogtle Units 3 and 4;

WHEREAS, Contractor is engaged in the business of providing services for the construction of power generation facilities;

WHEREAS, Owners and Contractor desire to enter into this Agreement in order for Contractor to provide certain services in order for Owners to complete the construction of the Vogtle Units 3 and 4, pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the recitals, the mutual promises herein and other good and valuable consideration, the receipt and sufficiency of which the Parties acknowledge, the Parties, intending to be legally bound, stipulate and agree as follows:

1.1Defined Terms. For purposes of this Agreement, the following words and expressions shall have the meanings hereby assigned to them, except where the context clearly indicates a different meaning is intended.

“Abandon” or “Abandonment” means conduct by Contractor inconsistent with continued performance of Contractor’s obligations under this Agreement from which it would be reasonable to conclude that Contractor has decided to discontinue indefinitely performance of the Work, provided that Abandon shall not include stopping or suspending performance of the Work where: (i) continued performance of the Work is prevented by a Force Majeure Event, or (ii) Contractor is otherwise entitled to suspend performance of the Work under this Agreement.

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“Adjustment Event” means each of the following, but (except with respect to subpart (xiv) below) only to the extent not attributable to the acts or omissions of Contractor, any of its Subcontractors, any Contractor-Managed Subcontractor or their respective Personnel, or breach of this Agreement by Contractor or any Subcontractor, and only to the extent material:

(i) An Owner Directed Change

(ii) Provision of an Issued for Construction Document to Contractor or a Contractor-Managed Subcontractor later than the later of: (a) the date (if any) indicated in the Baseline Schedule for provision of such Issued for Construction Document and (b) the time required to support Contractor’s performance of the Work or the Contractor-Managed Subcontractor’s performance of its work, in accordance with the Baseline Schedule;

(iii) Provision of an Issued for Construction Document to Contractor or a Contractor-Managed Subcontractor (or a change, modification or revision thereto) which necessitates (x) change(s) to Contractor’s planned sequence of construction activities as shown in the Baseline Schedule or (y) change(s) to Contractor’s planned construction methodology as documented by previous Monthly Status Reports or similar reports previously provided by Contractor to Owners (e.g., required use of additional large crane) or (z) rework of construction work previously performed;

(iv) The provision of Plant Equipment and Materials to Contractor or a Contractor-Managed Subcontractor later than the later of: (a) the date (if any) indicated in the Baseline Schedule for provision of such Plant Equipment and Materials, and (b) the date required to support Contractor’s performance of the Work or the Contractor-Managed Subcontractor’s performance of its work, in accordance with the Baseline Schedule;

(v) Delay or failure by Owners to perform their obligations under this Agreement by the later of: (a) the dates indicated in the Baseline Schedule, and (b) the date required to support Contractor’s performance of the Work or a Contractor-Managed Subcontractor’ performance of its work, in accordance with the Baseline Schedule;

(vi) Delay by Owner-Managed Subcontractors (but not delays by Contractor-Managed Subcontractors) or delay by other contractors or suppliers for which Owners are responsible (but not delays by Contractor-Managed Subcontractors), in each case beyond the applicable date(s) required to support the Baseline Schedule;

(vii) A change in Site Rules, policies, procedures or other Site-related requirements that materially impact or affect the Work, which are issued by or on behalf of Owners after the Effective Date;

(viii) A Force Majeure Event;

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(ix) Subject to Section 12.1.1, a Change in Law to the extent that Contractor or a Contractor-Managed Subcontractor is legally obliged to comply with such change;

(x) A deviation from a Target Assumption set forth in Exhibit B;

(xi) Suspension of performance of the Work pursuant to Section 2.13.5, Section 8.6 or Section 21.1;

(xii) Defects in work performed by others prior to the Effective Date that are discovered following the Effective Date; provided that such an Adjustment Event shall not result in an adjustment to the Target Construction Cost and the costs resulting from such an Adjustment Event shall be treated as Excluded Costs;

(xiii) The denial by Owners of a requested deviation requiring the use of Contingency funds under Section 2.21.2(iii), unless Contractor proceeds with implementation of the deviation notwithstanding Owners’ denial; and

(xiv) The incurrence of costs by Contractor pursuant to Section 10.4.2 or Section 11.4.2 in order to mitigate the effects of an Adjustment Event set forth in subparts (i) through (xiii) above).

“AEA” means the Atomic Energy Act of 1954, 42 U.S.C. § 2011 et seq.

“Affected Party” has the meaning set forth in Section 13.1.

“Affiliate” means, with respect to any Party, any other Person that, as of the Effective Date or at any time thereafter, (a) owns or controls, directly or indirectly, the Party, (b) is owned or controlled by the Party, or (c) is under common ownership or control with the Party, where “own” means ownership of fifty percent (50%) or more of the equity interests or rights to distributions on account of equity of the Party and “control” means the power to direct the management or policies of the Party, whether through the ownership of voting securities, by contract, or otherwise.

“Affiliate Subcontractor” means a Subcontractor that is an Affiliate of Contractor, including Richmond, BEO and Custom Arc Services, Inc.

“Affiliate Subcontractor Claim” means a Claim made by an Affiliate Subcontractor and all damages, liabilities, losses, penalties, costs and expenses (including attorneys’ fees) related thereto.

“Agreement” has the meaning set forth in the first paragraph above and shall include all Exhibits and amendments hereto, including Change Orders.

“Agency Agreements” means: (i) the Ownership Agreement, (ii) that certain letter dated July 28, 2006 entitled “Designation of Southern Nuclear Operating Company, Inc. as Agent for Georgia Power Company Under the Vogtle Additional Units Development Agreement,” as amended by any amendments that are provided to Contractor; and (iii) that certain July 30, 2008 letter entitled

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“Designation of Southern Nuclear Operating Company, Inc. (“Southern Nuclear” or “SNC”), as Agent for Georgia Power Company (“Georgia Power” or “GPC”) under the Vogtle Additional Units Ownership Agreement for Contract Management and Construction Services,” as amended by any amendments that are provided to Contractor.

“Amended and Restated Staff Augmentation Agreement” means the staff augmentation agreement signed by the Parties as of the Effective Date.

“Applicable Law Compliant” has the meaning set forth in Section 12.1.2.

“ASME” means the American Society of Mechanical Engineers.

“Base Fee” has the meaning set forth in Section 7.2.

“Baseline Schedule” means the Primavera P6 file set forth in Exhibit C, as it may be modified pursuant to this Agreement.

“BEO” has the meaning set forth in Section 2.17.2.

“Branch Technical Position” means a final report prepared by NRC staff setting forth recommendations or a method the staff considers acceptable for performing analyses, calculations, or other technical evaluations that are used to satisfy or to evaluate or demonstrate compliance with NRC regulatory requirements. Each Branch Technical Position purports to be a Branch Technical Position on its face or is identified by a number that includes the designator BTP (e.g., BTP 8-n).

“Bulletin” means a final document produced by the NRC that (i) requests licensee actions and/or information to address significant issues regarding matters of safety, security, safeguards, or environmental significance that have great urgency, and (ii) requires a written response. Each Bulletin is identified by a number that includes the designator BL and a reference to the year of issuance (e.g., BL-15-nn).

“Business Day” means every Day other than Saturday, Sunday or a legal holiday recognized by the State of Georgia.

“CAS” means Custom Arc Services, Inc.

“Cash Security” means cash security, free and clear of any adverse Lien or interest, provided pursuant to a pledge agreement and a control agreement, each in a form and substance acceptable to the Party to whom such security is being provided.

“Change Order” means a change to the scope of Work or the terms of this Agreement (including an adjustment to the Target Construction Cost or Target Completion Dates) agreed upon and executed in writing by the Parties.

“Change in Law” means (a) the adoption or change, after the Effective Date, of or in the judicial or administrative interpretation of any Laws (excluding any Laws relating to net income Taxes),

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which is inconsistent or at variance with any Laws in effect prior to the Effective Date, (b) the imposition after the Effective Date of any requirement for a new Government Approval, or (c) the imposition by a Government Authority after the Effective Date of any condition or requirement (except to the extent that any conditions or requirements result from the acts or omissions of Contractor or a Subcontractor) not required as of the Effective Date on or with respect to the issuance, renewal or extension of a Government Approval. Notwithstanding the foregoing definition of “Change in Law,” (i) where the NRC is the involved Government Authority, only (A) statutes that are duly enacted and (B) final and official versions of NRC Regulations, Regulatory Guides, NUREGs, Branch Technical Positions, Standard Review Plans, Interim Staff Guidance, Bulletins, Orders, and written directives, and revisions thereto, in which NRC acknowledges a new regulatory requirement or a change in an existing requirement, and that are officially promulgated or issued subsequent to the Effective Date, shall be considered a “Change in Law” under this Agreement and shall be specifically referred to herein as an “NRC Change in Law”; and (ii) any change in Law that occurs before the Effective Date but which goes into force and effect after the Effective Date will not be a Change in Law.

“Claim” means a claim, demand, cause of action of any kind and character, and all damages, liabilities, losses, penalties, costs and expenses (including attorneys’ fees) related thereto.

“Combined Construction Costs” meansthe sum of:

(i) all Reimbursable Costs paid by Owners on or after the Effective Date until Final Completion, except for: (a) costs relating to Commissioning and Startup Support, (b) Excluded Costs as identified on Exhibit M, and (c) costs disputed by Owners that are refunded by Contractor or which are withheld by Owners; plus

(ii) all amounts paid to Contractor-Managed Subcontractors with respect to work accomplished following the Effective Date until Final Completion, excluding (a) Excluded Costs as identified on Exhibit M, and (b) amounts recovered by Owners from Contractor-Managed Subcontractors.

“Commercial Operation Date” means, with respect to a given Unit, the Day on which Owners’ testing and commissioning of such Unit are complete and Owners have declared that such Unit is ready for commercial operations.

“Commissioning and Startup Support” has the meaning set forth in Section 2.10.

“Contingency” means the amount included within the Target Construction Cost set forth in Exhibit M and which is indicated as contingency.

“Construction Equipment” means equipment, machinery, temporary facilities and/or test equipment used in the performance of the Work and which will not become a permanent part of the Facility.

“Construction Materials” means construction materials, tools and consumable items used in the performance of the Work and which will not become a permanent part of the Facility.

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“Construction Site” means the areas where the Work will be performed at the Vogtle Electric Generation Plant and construction laydown areas, all as described in Exhibit D. The term “Construction Site” shall not include those areas dedicated solely to VEGP Units 1 and 2, except to the extent such portions are needed for access, ingress, egress, or will otherwise be impacted by the construction or operation of the Facility.

“Contract Claim” has the meaning set forth in Section 38.1.

“Contractor” has the meaning set forth in the opening paragraph of this Agreement.

“Contractor Event of Default” has the meaning set forth in Section 21.2.1.

“Contractor Guarantor” shall have the meaning set forth in Section 19.1.1.

“Contractor Interests” means Contractor and its Affiliates (including Richmond) and their respective directors, officers, employees, agents, shareholders and members (provided with respect to Williams Plant Services, LLC, the term “member” refers to and is limited to its ownership interest in Richmond).

“Contractor-Managed Subcontract” means those subcontracts entered into by Owners (or assigned to and accepted by Owners) that correspond to Contractor-Managed Subcontract Scope as identified in Exhibit E and which are to be managed and administered by Contractor as described in Section 3.3.

“Contractor-Managed Subcontractor” means a subcontractor under a Contractor-Managed Subcontract.

“Contractor-Managed Subcontract Scope” means the construction-related scope (including scopes of supply) as identified in Exhibit E, to be performed under Contractor-Managed Subcontracts, subject to a Contractor determination, in consultation with Owners as part of the Subcontract Scope Alignment Process, to perform such scope in another manner.

“Contractor’s Authorized Representative” means the Person whom Contractor designates in writing to act on behalf of Contractor under this Agreement.

“Contractor’s Government Approvals” means the construction license(s) and any other Government Approval required to be obtained by Contractor to perform the Work.

“Contractor’s Quality Assurance Program” has the meaning set forth in Section 5.1.1.

“Contractor Trend Program” has the meaning set forth in Section 2.21.1.

“Core Scope” has the meaning set forth in Exhibit A.

“Cost Earned Fee” has the meaning set forth in Section 7.2(iv).

“Cumulative Final Completion Percentage” means, as of a given date, the combined cumulative construction completion percentage of the Work and Contractor-Managed Subcontractor work tied

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to achievement of Final Completion that has been completed under this Agreement as of such date, as determined by reference to the percentage completion methodology agreed by the Parties.

“Cumulative Mechanical Completion Percentage” means, as of a given date with respect to a given Unit, the combined cumulative construction completion percentage of the Work and Contractor-Managed Subcontract work tied to achievement of Mechanical Completion for such Unit that has been completed under this Agreement as of such date, as determined by reference to the percentage completion methodology agreed by the Parties.

“Dalton Utilities” has the meaning set forth in Section 18.3.1.

“Dalton Utilities Assets” has the meaning set forth in Section 18.3.1.

“Day” means a calendar day.

“Days Away From Work Rate” has the meaning set forth in Section 2.17.4.

“Deadband Amount” has the meaning set forth in Section 7.4.1.

“Defects Subcap” has the meaning set forth in Section 15.6.

“Design Authority” means the organization having responsibility for maintaining the Design Basis and ensuring that design output documents accurately reflect the Design Basis. Unless Owners otherwise notify Contractor in writing, Design Authority as used herein refers to Westinghouse.

“Design Basis” shall have the meaning ascribed to it in 10 C.F.R. § 50.2.

“Designated Persons” has the meaning set forth in Section 4.2.1.

“Development Agreement” means that certain Plant Vogtle Owners Agreement between the Owners dated May 31, 2008 authorizing development, construction, licensing and operation of additional generating units.

“DOE” means the U.S. Department of Energy.

“DOR” means the division of responsibilities between Owners and Contractor as set forth in Exhibit A.

“DRB” has the meaning set forth in Section 38.2.

“DRB Procedures” means the procedures set forth in Exhibit U.

“Early Completion Targets” has the meaning set forth in Section 9.1.

“Earned Fee” has the meaning set forth in Section 7.2.

“Effective Date” has the meaning set forth in the first paragraph of this Agreement.

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“Eligible Letter of Credit” means one or more irrevocable standby letters of credit in substantially the form of Exhibit F (for the Repayment Letter of Credit) or Exhibit F (for an Owner Letter of Credit) (or such other form of irrevocable standby letter of credit as may reasonably acceptable to the Party to whom such letter of credit is required to be provided under this Agreement), issued by: (i) a U.S. commercial bank or U.S. branch of a major foreign bank, in each casewho has and maintains bank assets of at least Ten Billion Dollars ($10,000,000,000) and at all times having a senior unsecured rating of A minus or higher by Moody’s and A minus or higher by S&P; or (ii) in the case of OPC as the Party providing an Eligible Letter of Credit, CoBank, ACB, in each case in an amount required by the terms of this Agreement.

“Environmental Laws” means any and all statutes, laws, treaties, decrees, executive orders, rules, regulatory orders, directives, judgments, writs, approvals, ordinances, policies, regulations, interpretations and permits or other similar legal requirements as in effect, and as may be amended during the term of this Agreement, of a court, arbitrator, or governmental or political agency, body, or instrumentality with jurisdiction over a Party, the Facility or any Hazardous Materials connected with the Work, relating or applicable to pollution, protection of the environment, and health and safety issues, and including Releases or threatened Releases of Hazardous Materials, Remediation due to Hazardous Materials, the manufacturing, generation, use, processing, treatment, recycling, storage, handling and disposal of Hazardous Materials, human or natural exposure to Hazardous Materials, and interference with the use of property caused by or resulting from Hazardous Materials. Environmental Laws include without limitation the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Section 136 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq.; the Oil Pollution Act, 33 U.S.C. Section 2701 et seq.; the Endangered Species Act, 16 U.S.C. Section 1531 et seq.; the National Environmental Policy Act, 42 U.S.C. Section 4321, et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq. (to the extent relating to human exposure to Hazardous Materials); the Homeland Security Appropriations Act of 2007, 109 P.L. 295; 120 Stat. 1355 (to the extent relating to the security of Hazardous Materials); the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; Emergency Planning and Community Right- to-Know Act, 42 U.S.C. Section 11001 et seq.; Atomic Energy Act, 42 U.S.C. Section 2014 et seq.; Nuclear Waste Policy Act, 42 U.S.C. Section 10101 et seq.; and their state, tribal and local counterparts or equivalents and regulations issued pursuant to any of those statutes.

“EPA Identification Number” means the identification number from the U.S. Environmental Protection Agency after notification to EPA from a hazardous waste generator by EPA Form 8700-12.

“Excluded Costs” has the meaning set forth in Exhibit M.

“Exhibit” means each one of the documents Exhibits A through V annexed to this Agreement, which are hereby incorporated into and made a part of this Agreement.

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“Experience Modification Ratio” has the meaning set forth in Section 2.17.4.

“FFD” has the meaning set forth in Section 30.1.

“Facility” means Unit 3, Unit 4 and the Shared Facilities.

“Fee” means Two Hundred Forty Million Dollars ($240,000,000), subject to adjustment as provided in Section 3.2.3 and otherwise as provided in this Agreement.

“Final Completion” means both Units have achieved Mechanical Completion and all of the Work (other than Commissioning and Startup Support) is otherwise complete.

“Final Payment Invoice” has the meaning set forth in Section 8.8.1.

“Financing Parties” means the lenders and financing institutions providing construction, interim and/or long-term financing for the Facility or any portion thereof, including any financing in the form of a synthetic lease or leveraged lease, and their assigns and a trustee or agent acting on behalf of the lenders or financing institutions. DOE, in its capacity as a guarantor of any indebtedness issued by any Owner, and any trustee or agent acting on behalf of the DOE, shall be deemed “Financing Parties.”

“Fitch Ratings” means Fitch Ratings Ltd.

“Force Majeure Event” has the meaning set forth in Article 13.

“Georgia PSC” means the Georgia Public Service Commission.

“GPC” has the meaning set forth in the opening paragraph of this Agreement.

“Government Approval” means an authorization, consent, approval, clearance, license, ruling, permit, tariff, certification, exemption, filing, variance, order, judgment, no-action or no- objection certificate, certificate, decree, decision, declaration or publication of, notices to, confirmation or exemption from, or registration by or with a Government Authority relating to the design, engineering, procurement, installation, construction, testing, start-up, financing, completion, ownership, operation or maintenance of the Facility.

“Government Authority” means a federal, state, county, city, local, municipal, foreign or other government or quasi-government authority or a department, agency, subdivision, court or other tribunal of any of the foregoing that has jurisdiction over Owners, Contractor, the Facility or the activities that are the subject of this Agreement.

“Hazardous Materials” means any and all chemicals, constituents, contaminants, pollutants, materials (including but not limited to petroleum or petroleum products), and wastes and any other carcinogenic, corrosive, ignitable, radioactive, reactive, toxic or otherwise hazardous substances, mixtures (whether solids, liquids, gases), daughter or degradation products or any similar substances now or at any time subject to regulation, control, remediation or otherwise addressed under Environmental Laws or considered to be hazardous or otherwise harmful to human health or the environment under such Environmental Laws and shall include those substances defined as

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a “source”, “special nuclear” or “by-product” material pursuant to Section 10 of the AEA (42 U.S.C. § 2014 et seq.) and those substances defined as “residual radioactive material” in Section 101 of the Uranium Mill Tailings Radiation Control Act of 1978 (42 U.S.C. §§ 7901 et seq.).

“Increase Trigger Amount” has the meaning set forth in Section 7.4.2.

“Independent Engineer” means, if required by the Georgia PSC, Financing Parties or otherwise, a nationally recognized independent engineering firm(s), that is not an Affiliate of Owners or Contractor or a competitor of Owners or Contractor in the nuclear power plant market. As of the Effective Date, an Independent Engineer has been designated by the Georgia PSC. Any other Independent Engineer designated by the Financing Parties or otherwise, as applicable, shall be reasonably acceptable to Owners and Contractor.

“Initial Funding Request” has the meaning set forth in Section 8.2.1.

“Insolvent” means, with respect to a Person, that such Person shall have commenced a voluntary bankruptcy proceeding, or an involuntary bankruptcy proceeding shall have been commenced against such Person and an order for relief shall have been entered as to such involuntary bankruptcy, or there shall have been appointed a trustee or receiver for such Person or for all or a substantial part of its property, or a case or proceeding shall have been commenced by or on behalf of such Person seeking reorganization, liquidation, dissolution, winding-up or other such relief in respect of such Person under a bankruptcy, insolvency or other similar act or law of any jurisdiction.

“Interest Rate” means the Prime Rate plus two percent (2%).

“Interim Staff Guidance” means a document issued by the NRC to clarify or to address issues not discussed in a Standard Review Plan. Each Interim Staff Guidance is identified by a number including the designator ISG (e.g., DC/COL-ISG-nn).

“Invitees” means, with respect to a Person, such Personnel or other Persons as have been permitted entry onto the Construction Site by such Person.

“Issued for Construction Documents” means the detailed drawings and specifications setting forth in detail the requirements for the construction of the Facility.

“ITAAC” means the NRC inspections, tests and analyses and their associated acceptance criteria which are approved and issued for the Facility as contained in Appendix C of the COL.

“Key Personnel” has the meaning set forth in Section 2.7.1.

“Law” means (a) a constitution, statute, law, rule, regulation, code, treaty, ordinance, judgment, decree, writ, order, concession, grant, franchise, license, agreement, directive, guideline, policy, requirement, including without limitation Environmental Laws, or other governmental restriction or any similar form of decision of or determination by, or any binding interpretation or administration of any of the foregoing by, a Government Authority, whether now or hereafter in effect, (b) requirements or conditions on or with respect to the issuance, maintenance or renewal

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of a Government Approval or applications therefor, whether now or hereafter in effect, to the extent relevant to the Work, and (c) the Licensing Basis.

“Licensed Operator” has the meaning set forth in Section 4.1.1.

“Licensing Basis” means the ITAAC, combined licenses for each of Unit 3 and Unit 4 (NRC License Nos. NPF-91 and NPF-92, collectively referred to as “COL”), and other NRC rules, regulations, and requirements applicable to the Facility, including without limitation the current version of the Updated Final Safety Analysis Report as maintained by Owners pursuant to 10 C.F.R. § 50.71 and other Law (“UFSAR”), licensee’s written commitments for ensuring compliance with and operation within applicable NRC requirements and the Facility-specific Design Bases (including without limitation all modifications and additions to such commitments that are docketed and in effect over the term of the COL).

“Lien” means a lien, mortgage, pledge, encumbrance, charge, security interest, option, right of first refusal, other defect in title or other restriction of any kind or nature.

“Loan Guaranty Agreements” means the respective Loan Guarantee Agreements between the U.S. Department of Energy, as guarantor, and MEAG, OPC, and GPC, respecting the Facility.

“Material Safety Data Sheets” are those sheets described in Section 2.13.1.

“MEAG” means the Municipal Electric Authority of Georgia.

“Mechanical Completion” has the meaning set forth in Exhibit G.

“Mechanical Completion Date” means, with respect to a given Unit, the Day on which such Unit achieves Mechanical Completion.

“Monthly Funding Period” has the meaning set forth in Section 8.2.1.

“Monthly Funding Request” has the meaning set forth in Section 8.2.1.

“Monthly Status Report” has the meaning set forth in Section 2.3.1.

“Moody’s” means Moody’s Investor Services, Inc.

“Non-Core Scope” means all portions of the Work that are not Core Scope.

“Non-Reimbursable Costs” has the meaning set forth in Section 7.1.2.

“NRC” means the U.S. Nuclear Regulatory Commission and its staff.

“NRC Change in Law” shall have the meaning set forth in the definition of “Change in Law.”

“NRC Regulations” means those regulations promulgated by the NRC appearing in Title 10 of the Code of Federal Regulations.

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“Nuclear Incident” means any occurrence that causes bodily injury, sickness, disease or death, or loss of or damage to property, or loss of use of property, arising out of or resulting from the radioactive, toxic, explosive, or other hazardous properties of source material, special nuclear material, or by-product material which is used in connection with the operation of the Facility. “Source material”, “special nuclear material”, and “by-product material”, as applicable to this Agreement shall have those meanings assigned by the AEA.

“NUREG” means reports or brochures, produced by the NRC, on regulatory decisions, results of research, results of incident investigations, and other technical and administrative information. Each NUREG is identified by a number including the designator NUREG (e.g., NUREG-nnnn).

“OPC” means Oglethorpe Power Corporation (An Electric Membership Corporation).

“Order” means a document issued by the NRC, which is styled as or purports to be an “Order” on its face and satisfies one or more of the following: (i) is published or noticed in the Federal Register; (ii) is issued by the NRC Commission, including identification by a number with the designator CLI (e.g., CLI-15-nn); (iii) is issued by an NRC Atomic Safety and Licensing Board, including identification by a number with the designator LBP (e.g., LBP-15-nn), as part of an adjudicatory proceeding; or (iii) is issued pursuant to the NRC’s enforcement authority, including identification by a number with the designator EA (e.g., EA-15-nnn).

“OSHA” means the Occupation Safety and Health Administration.

“Other Lead Personnel” has the meaning set forth in Section 2.7.2.

“Owner Controlled Insurance Program” or “OCIP” has the meaning set forth in Section 17.1.3.

“Owner Directed Change” has the meaning set forth in Section 12.1.

“Owner-Managed Subcontracts” has the meaning set forth in Section 3.1.

“Owner-Managed Subcontractors” has the meaning set forth in Section 3.1.

“Owners” means all of GPC, Oglethorpe Power Corporation (An Electric Membership Corporation), the Municipal Electric Authority of Georgia, MEAG Power SPVJ, LLC, MEAG Power SPVM, LLC, MEAG Power SPVP, LLC, and Dalton Utilities; provided that GPC has been appointed as agent for Oglethorpe Power Corporation (An Electric Membership Corporation), the Municipal Electric Authority of Georgia, MEAG Power SPVJ, LLC, MEAG Power SPVM, LLC, MEAG Power SPVP, LLC, and Dalton Utilities as set forth in Section 18.3.1.

“Owner” means any one of the Owners individually.

“Owner Security” has the meaning set forth in Section 19.2.1.

“Owner Security Amount” means [***].

“Owners’ Authorized Representative” has the meaning set forth in Section 4.1.2.

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“Owners Event of Default” has the meaning set forth in Section 21.5.1.

“Owners’ Government Approvals” means the Government Approvals required to be obtained by Owners with respect to the Facility.

“Owners’ Interests” means Owners and their respective members and Affiliates, and their respective directors, officers, shareholders, employees, agents and lenders.

“Ownership Agreement” means that certain Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement among the Owners, dated as of April 21, 2006, as amended by that certain Amendment No. 1 and Amendment No. 2 to such agreement, and any subsequent amendments that are provided to Contractor.

“Ownership Interest” means the respective percentage ownership interest of an Owner in the Facility as determined from time to time pursuant to the Ownership Agreement, provided that any changes to such ownership interests after the Effective Date will have no effect for the purposes of this Agreement until notice of such change is given to Contractor.

“Parent Company Guarantee” has the meaning set forth in Section 19.1.1.

“Party” and “Parties” has the meaning set forth in the opening paragraph of this Agreement.

“Performance Standards” has the meaning set forth in Section 2.6.

“Permitted Purpose” has the meaning set forth in Section 22.2.2.

“Person” means an individual, corporation, company, partnership, joint venture, association, trust, unincorporated organization or Government Authority.

“Personnel” means, with respect to a Person, such Person’s employees, officers, directors, agents, personnel, and representatives, excluding personnel seconded by a Party to a Party.

“Plant Equipment and Materials”means all materials, supplies, apparatus, devices, machinery, vehicles, equipment, parts, components, instruments, appliances, computer hardware and associated software and appurtenances thereto and items of any kind that are or will be permanently incorporated into the Facility.

“Power Revenue Bond Resolution” means the Power Revenue Bond Resolution adopted by the Municipal Electric Authority of Georgia on August 30, 1976 that, as amended, restated and supplemented, authorizes the issuance of both senior lien bonds and subordinated lien bonds for the purpose of financing the Municipal Electric Authority of Georgia’s “Project One” facilities.

“Prime Rate” means, as of a particular date, the prime rate of interest as published on that date in The Wall Street Journal, and generally defined therein as “the base rate on corporate loans posted by at least 75% of the nation’s 30 largest banks.” If The Wall Street Journal is not published on a date for which the interest rate must be determined, the prime interest rate shall be the prime rate published in The Wall Street Journal on the nearest-preceding date on which The Wall Street Journal was published. If The Wall Street Journal discontinues publishing a prime rate, the prime

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interest rate shall be the prime rate announced publicly from time to time by Bank of America, N.A. or its successor.

“Project Corrective Action Program” or “Project CAP” means measures established by Owners to assure that conditions adverse to quality, including, failures, malfunctions, deficiencies, deviations, defective Plant Equipment and Materials, and non-conformances are promptly identified and corrected. The measures shall assure that the cause of the condition is determined and corrective action taken to preclude repetition.

“Project Cost Forecast” means, at any given time, the then-current projection of total Combined Construction Costs provided by Contractor, which has been evaluated and reported by Owners’ project control program.

“Project Employee Concerns Program” or “Project ECP” has the meaning set forth in Section 31.3.

“Project Schedule” means the working schedule utilized by the Parties for the performance of the Work and for the Owner activities required to support performance of the Work, as described in Article 9. The version of the Project Schedule in effect as of the Effective Date is the Baseline Schedule.

“Promptly” has the meaning set forth in Section 15.2.3.

“Property Tax” has the meaning set forth in Section 37.2.1.

“Protected Information” has the meaning set forth in Section 22.1.

“Prudent Practices” means the standards, practices and methods conforming to Law and that degree of skill and diligence that would reasonably be expected from a skilled and experienced contractor, as the case may be, engaged in the construction of nuclear power plants, and other large industrial construction projects in the United States. Prudent Practices are not limited to optimum practices or methods to the exclusion of others, but rather refer to a reasonable range of commonly used and reasonable practices and methods.

“Punch List” has the meaning set forth in Section 14.3.

“Ready for Fuel Load Date” means, with respect to a Unit, the date on which Owners have received all Government Approvals required, and have determined that all regulatory, safety and technical requirements have been satisfied, in order to commence the loading of nuclear fuel into such Unit.

“Recordable Case Incidence Rate” has the meaning set forth in Section 2.17.4.

“Reduction Trigger Amount” has the meaning set forth in Section 7.4.1.

“Regulatory Guide” means a document produced by the NRC that provides guidance to licensees and applicants on implementing specific parts of the NRC’s regulations, techniques used by the NRC staff in evaluating specific problems or postulated accidents, and data needed by the NRC staff in its review of applications for permits or licenses. Each Regulatory Guide is identified by

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a number composed of the regulatory guide designator (RG), followed by a division number, a period, and a sequential guide number (e.g., RG 1.25).

“Release” means spilling, leaking, pumping, pouring, emitting, discharging, injecting, escaping, leaching, dumping, exacerbating, aggravating, abandoning or disposing into or migration within the environment.

“Reimbursable Costs” has the meaning set forth in Section 7.1.1.

“Remediation” means the investigation, removal, remediation and cleanup of, and other corrective action for, Hazardous Materials and/or damage to the environment caused by Hazardous Materials, including a Release thereof.

“Repayment Letter of Credit” has the meaning set forth in Section 8.7.5.

“Richmond” has the meaning set forth in Section 2.17.1.

“Safety Manual” has the meaning set forth in Section 2.15.2.

“S&P” means Standard and Poor’s Rating Group.

“Sales Tax” means sales, use or similar transactional tax imposed by any Taxing Authority on Contractor, a Subcontractor, or Owners with respect to the transfer of tangible personal property or the provision of services pursuant to the Work.

“SCWE” has the meaning set forth in Section 31.2.

“Schedule Contingency” has the meaning set forth in Section 9.1.

“Schedule Earned Fee” has the meaning set forth in Section 7.2(iii).

“Section 12.1.2 Notice” has the meaning set forth in Section 12.1.2.

“Security Posting Condition” means a condition whereby the credit rating of (A) the senior unsecured debt (or issuer rating in the absence of a senior unsecured debt rating) of GPC, (B) the senior unenhanced debt of Dalton Utilities, (C) the senior unenhanced secured debt of Oglethorpe Power Corporation or (D) the senior unenhanced global scale rating to municipal obligations or equivalent rating scale of the Municipal Electric Authority of Georgia issued with respect to the Power Revenue Bond Resolution falls below any two of the following (or, if only rated by two of the following, falls below either, or, if only rated by one of the following, falls below such rating) or in the event that such Owner no longer has a credit rating from any of the following: (x) Baa3 by Moody’s (if rated by Moody’s), (y) BBB minus by S&P (if rated by S&P) or (z) BBB minus by Fitch Ratings (if rated by Fitch Ratings).

“Shared Facilities” means those systems, structures and components that will be utilized by both Units.

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“Significant Construction Defect” means a construction defect meeting each of the following requirements:

(a) a defect in Work performed by Contractor or its Subcontractors, including Richmond, but not a defect in work performed by Contractor-Managed Subcontractors;

(b) the defect involves a situation where the physical construction deviates from the Performance Standards;

(c) the defect resulted from a programmatic failure by Contractor or its Subcontractor to comply with project processes and procedures in the performance of the Work. The foregoing is not intended to include a one-time or an isolated non-compliance or consequence, such as an instance of human error, which may result in a requirement for Contractor or its Subcontractor to remedy a defect. The foregoing is intended to include instances where multiple barriers or controls are not properly implemented or followed by Contractor or its Subcontractor, resulting in a defect which is required to be remedied; and

(d) the cumulative aggregate of costs to remedy the defect exceeds [***] .

“Site” means the premises on which the Vogtle Nuclear Generating Plant is located, including Unit Nos. 1 and 2, Unit 3 and Unit 4, including the Construction Site.

“Site Rules” has the meaning set forth in Section 28.1.

“Southern Nuclear” or “SNC” means Southern Nuclear Operating Company; provided, however, that the term “Southern Nuclear” shall also refer to any entity that is appointed by the Owners by written notice to Contractor to succeed Southern Nuclear in the performance of its functions under this Agreement.

“SNC Quality Assurance Program” has the meaning set forth in Section 5.1.3.

“Specifications” means the design and procurement specifications and drawings, and changes thereto for the design, engineering, procurement, installation and construction of the Facility.

“Standard Review Plan” means a document produced by the NRC that provides guidance to the NRC staff for reviewing an application to obtain an NRC license to construct or operate a nuclear facility or to possess or use nuclear materials.

“Subcontract” means a contract, purchase order or other writing between Contractor (or one of its Subcontractors) and a Subcontractor under which the Subcontractor performs or provides a portion of the Work.

“Subcontractor” means a Person other than Contractor performing or providing any portion of the Work on the Construction Site, hired either directly by Contractor or by a Person hired by Contractor and including every tier of subcontractors, sub-subcontractors and so forth.

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“Subcontract Scope Alignment Process” means the process described in Section 3.2.2, Section 3.2.3 and Exhibit E.

“Supporting Documentation” shall have the meaning set forth in Section 8.10.

“Target Completion Date” means: (i) with respect to Unit 3, May 31, 2020; and (ii) with respect to Unit 4, May 31, 2021, in each case as such dates may be adjusted pursuant to this Agreement.

“Target Construction Cost” has the meaning set forth in Exhibit M, subject to modification as provided in this Agreement.

“Tax” or “Taxes” means all federal, state, provincial, territorial, municipal, local or foreign income, profits, franchise, gross receipts, environmental, customs, duties, net worth, sales, use, goods and services, withholding, value added, ad valorem, employment, social security, disability, occupation, pension, real property, personal property (tangible and intangible), stamp, transfer, conveyance, severance, production, excise and other taxes, withholdings, duties, levies, imposts and other similar charges and assessments (including without limitation fines, penalties and additions attributable to or otherwise imposed on or with respect to any such taxes, charges, fees, levies or other assessments, and interest thereon) imposed by or on behalf of a Taxing Authority.

“Taxing Authority” means a Government Authority exercising authority to impose, regulate, levy, assess or administer the imposition of a Tax.

“Third Party” means a Person other than Owners, Contractor and their respective Affiliates; Third Parties shall include Owners’, Contractor’s, and their Affiliates’ respective employees, agents and personnel as well as Owners’, Contractor’s and their Affiliates’ subcontractors and vendors of any tier.

“Third Party Claim” means a Claim made by a Third Party and all damages, liabilities, losses, penalties, costs and expenses (including attorneys’ fees) related thereto.

“Trigger Date” means the Unit 3 Trigger Date or the Unit 4 Trigger Date, as determined in Section 7.3.1 and Section 7.3.3.

“Turnover Packages” means the complete work and quality control documentation in content reasonably acceptable to Owners, submitted by Contractor to Owners pursuant to Section 2.14, which demonstrates that specified Work has been sufficiently completed in accordance with this Agreement to allow turnover over to Owners and closure of related ITAACs, subject to Punch List items that Owners agree may be completed following such turnover.

“Undisputed Amount” means, with respect to a Party, either (i) an amount in respect of which such Party has not given notice to the other Party that such amount is disputed; or (ii) an amount which was so disputed by such Party but which is determined in accordance with Article 38 to be an amount that is owed to the other Party.

“Unit” means each of the nuclear plant units being constructed on the Construction Site as of the Effective Date, designated as Vogtle Electric Generating Plant Unit Nos. 3 and 4. “Unit 3” refers

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to the first such Unit to achieve Mechanical Completion and “Unit 4” refers to the second such Unit to achieve Mechanical Completion regardless of whether such Units have different numerical designations.

“Units” means both Unit 3 and Unit 4.

“Unit 3” has the meaning set forth in the definition of “Unit” in this Article 1.

“Unit 3 Trigger Date” has the meaning set forth in Section 7.3.1.

“Unit 4” has the meaning set forth in the definition of “Unit” in this Article 1.

“Unit 4 Trigger Date” has the meaning set forth in Section 7.3.3.

“VEGP Units 1 and 2” means the existing Vogtle Electric Generating Plant located in Waynesboro, Georgia, designated as Units 1 and 2 as described in Nuclear Regulatory Commission License Nos. NPF-68 and NPF-81, respectively.

“Warranties” has the meaning set forth in Section 15.1.2.

“Warranty Issue” has the meaning set forth in Section 15.2.1

“Warranty Period” has the meaning set forth in Section 15.3.

“Westinghouse” means Westinghouse Electric Company, LLC.

“Westinghouse Protected Information” has the meaning set forth in Section 22.3.

“Work” has the meaning set forth in Section 2.1.1.

“Work Package” means an assembly of documentation which describes a specific scope of construction work to be performed.

“Work Schedule” means the schedule of working hours approved by Owners of fifty (50) hours per week per shift, and sixty (60) hours per week per shift for the nine (9) months leading up to cold hydrostatic testing for each Unit.

1.2Interpretation.

1.2.1Titles, headings, and subheadings of the various articles and sections of this Agreement are used for convenience only and shall not be deemed to be a part thereof or be taken into consideration in the interpretation or construction of this Agreement.

1.2.2Words importing the singular only shall also include the plural and vice versa where the context requires. Words in the masculine gender shall be deemed to include the feminine gender and vice versa. Words closely related to a defined term herein shall be interpreted consistent with the defined term (e.g., “Defect” and “Defective,” “Notify” and “Notified”).

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1.2.3Unless the context otherwise requires, any reference to a document shall mean such document as amended, supplemented or otherwise modified and in effect from time to time.

1.2.4Unless otherwise stated, any reference to a Party shall include its successors and permitted assigns, and any reference to a Government Authority shall include an entity succeeding to its functions.

1.2.5Wherever a provision is made in this Agreement for the giving of notice, recommendation, consent or approval by a person, such notice, recommendation, consent or approval shall be in writing, and the word “notify” shall be construed accordingly.

1.2.6This Agreement and the documentation to be supplied hereunder shall be in the English language.

1.2.7All monetary amounts contained in this Agreement refer to the currency of the United States unless otherwise specifically provided.

1.2.8A reference contained herein to this Agreement or another agreement shall mean this Agreement or such other agreement, as they may be amended or supplemented, unless otherwise stated.

1.2.9Words and abbreviations not otherwise defined in this Agreement which have well-known nuclear industry meanings in the United States are used in this Agreement in accordance with those recognized meanings.

1.2.10 Neither Contractor nor Owners shall assert or claim a presumption disfavoring the other by virtue of the fact that this Agreement was drafted primarily by the other, and this Agreement shall be construed as if drafted jointly by Owners and Contractor. No presumption or burden of proof will arise favoring or disfavoring a Party by virtue of the authorship of any of the provisions of this Agreement.

1.2.11 The words “hereby,” “herein,” “hereunder” or any other word of similar meaning refers to the entire document in which it is contained.

1.2.12 A reference to an Article includes all Sections and Subsections contained in such Article, and a reference to a Section or Subsection includes all subsections of such Section or Subsection.

1.2.13 The words “include,” “includes,” and “including” when used in this Agreement shall be deemed to be followed by the words “without limitation,” unless otherwise specified.

1.2.14 All exhibits referred to in, and attached to, this Agreement are hereby incorporated herein in full by this reference.

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1.3DOE Consent/Approval. The Contractor acknowledges that the Owners (other than Dalton Utilities) (together, the “DOE Borrowers”) are required to obtain approval of this Agreement from DOE in order to satisfy certain conditions in the Loan Guaranty Agreements of each DOE Borrower.  Owners and the Contractor shall use commercially reasonable efforts to cooperate with the efforts of the DOE Borrowers in obtaining such approval and in facilitating DOE’s review of this Agreement, including the consideration of changes to this Agreement that may be requested by DOE.  In the event that DOE does not provide such approval, then Owners reserve the right to terminate this Agreement under Section 21.3.

ARTICLE 2

CONTRACTOR RESPONSIBILITIES

2.1Description of Work; Qualifications.

2.1.1Except as otherwise expressly set forth in this Agreement as being the responsibility of the Owners, Contractor shall perform or provide or cause to be performed or provided: (i) the services, work, obligations and other activities as set forth in Exhibit A; provided that Contractor understands and agrees that the Work must conform to every detail reasonably inferable from Exhibit A as being necessary to produce the intended results as specified in this Agreement applying Prudent Practices, notwithstanding the fact that every detail is not specifically referenced in Exhibit A; (ii) all of Contractor’s other obligations set forth in the provisions of this Agreement, in each case in accordance with the requirements of this Agreement (all of the foregoing obligations of the Contractor, including all of such obligations performed or to be performed by Subcontractors, being collectively referred to as the “Work”). Notwithstanding the foregoing, the provision of secondees by Bechtel Power Corporation pursuant to the Amended and Restated Staff Augmentation Agreement shall not be considered part of the Work.

2.1.2 All Contractor and Subcontractor Personnel shall have the necessary experience, qualifications and be properly trained and equipped to perform the Work in accordance with this Agreement. Contractor and Subcontractors shall be properly licensed to perform the Work and authorized and qualified to do business in all governmental jurisdictions in which the Work is to be performed, and will maintain such licenses and qualifications throughout the performance of Work under this Agreement. Upon reasonable advance written request of Owners, Contractor shall furnish to Owners such evidence as Owners may reasonably require relating to the qualifications and ability of Personnel of Contractor and Subcontractor to perform fully in accordance with this Agreement. Owners shall have the right to require the removal from the Site of any Personnel of Contractor or Subcontractor that Owners deem unacceptable.

2.2Transition of Responsibilities to Contractor. Immediately following the Effective Date, the transitioning of responsibilities for the Work to Contractor and its Subcontractors shall commence and be completed as expeditiously as practicable, in accordance with Exhibit A.

2.3Monthly Status Reports; Access to Information.

2.3.1On or before the fifteenth (15th) Day of each month (unless some other frequency is agreed upon by the Parties), Contractor shall submit to Owners, for Owners’ review

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and comment, a written status report covering the prior month (a “Monthly Status Report”). The report shall be prepared in an electronic format reasonably acceptable to Owners and substantially in the form of Exhibit H.

2.3.2In addition to Monthly Status Reports under Section 2.3.1, promptly upon request by Owners, Contractor shall provide Owners the following information (or reasonable access to such information):

(i)Then-current information of the type that is required to be contained in the form of Monthly Status Report, regardless of whether such information has been or will be later contained within a Monthly Status Report;

(ii)All information that will assist Owners in monitoring the activities comprising the Work and the progress of Work, including all schedule information;

(iii) All information that will assist Owners in monitoring and forecasting costs and expenses in connection with the Work, including Reimbursable Costs and Combined Construction Costs paid and expended.

(iv)All information of a technical nature that pertains to the Work; and

(v)All other information requested by Owners that pertains to Contractor’s and its Subcontractors’ performance of Work under this Agreement.

2.3.3Contractor shall, and shall cause its Subcontractors to, participate in the Owners’ project information management system for the Facility and the Construction Site, as designed and implemented by the Owners. Contractor and its Subcontractors shall timely provide all information required by this Agreement in a manner required by such project information system.

2.4Status Meetings. Contractor shall attend and participate in regular meetings with Owners which shall occur monthly (or upon such other interval as the Parties agree) for the purpose of discussing the relevant Monthly Status Report (if applicable) and anticipating and resolving problems. Such meetings may be held by conference call or video conference. Contractor shall prepare and promptly deliver to Owners written minutes of each meeting, to which Owners may respond should they have comments. In addition, Contractor shall attend and participate in weekly (or upon such other interval as the Parties agree) meetings with Owners for the purpose of discussing the status and progress of the Work.

2.5Embedded Owner Oversight Personnel.

2.5.1To the extent determined by Owners, Owners may assign Southern Nuclear personnel to specific Contractor functional areas (e.g., project controls, quality control) who will be co-located with Contractor personnel, given full access to Contractor offices at the Construction Site and on-site facilities and IT infrastructure, and who may participate in functional area meetings.

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2.5.2Such Southern Nuclear personnel are provided for Owners oversight and consultation purposes only, are not authorized to give direction to Contractor employees, Subcontractors, or Contractor-Managed Subcontractors, and are not authorized to provide any consents or approvals on behalf of Owners. Contractor will include appropriate provisions in its Subcontracts in order to facilitate similar access by Southern Nuclear personnel consistent with this Section 2.5.

2.6Performance Standards. All Work performed under this Agreement shall be performed: (i) in a professional, prudent, workmanlike manner by qualified persons using competent, professional knowledge and judgment at the degree of skill and care customary to the nuclear power industry in the United States; (ii) in accordance with applicable Law; (iii) in accordance with the most recently issued Issued for Construction Documents; (iv) in accordance with the requirements of this Agreement; and (v) in accordance with Prudent Practices (collectively, the “Performance Standards”), provided that, notwithstanding anything to the contrary in this Agreement, Contractor shall not be found to have failed to comply with the Licensing Basis if such failure to comply with the Licensing Basis is due to the failure of the most recently Issued for Construction Documents to comply with the Licensing Basis.

2.7Key Personnel and Labor.

2.7.1 Exhibit I identifies those positions that are designated as “key” management positions (the “Key Personnel”). Individuals so designated as Key Personnel shall be subject to approval by Owners. Contractor shall not remove or replace such individual from such position for at least two (2) years without Owners’ prior written consent. If at any time during the performance of the Work any of the Key Personnel should no longer be available to perform services in connection with the Work notwithstanding the commercially reasonable efforts of Contractor, then Contractor will replace such individual with an individual acceptable to Owners. With respect to any replacement of Key Personnel proposed by Contractor, Contractor shall provide the resume of the proposed replacement to Owners for prior approval. Owners will review the resume of such proposed replacement and provide Contractor with comments, approval and/or disapproval within thirty (30) Days from the date of submission of such resume to Owners. If Owner disapproves any individual(s) for a Key Personnel position, then Contractor shall not fill such position with such individual(s). Replacement Key Personnel shall not be removed or replaced from such position until at least the earlier of (i) Mechanical Completion of both Units; or (ii) two (2) years, without Owners’ prior written consent.

2.7.2Exhibit I identifies other lead personnel positions for the performance of the Work (“Other Lead Personnel”). Contractor shall not assign any person to such a position, or remove or replace any person from such a position, without giving notification to Owners of the person to be assigned, removed and/or replaced.

2.7.3If at any time during the performance of the Work, any of Contractor’s or Affiliated Subcontractor’s Personnel becomes, for any reason, unacceptable to Owners, then, upon notice from Owners, Contractor will ensure the removal of such unacceptable individual from the Site.

2.8Independent Contractor.

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2.8.1In its performance under this Agreement, Contractor is and will at all times act as an independent contractor. Subject to the terms and conditions of this Agreement, Contractor will be free to perform the obligations of this Agreement by such methods and in such manner as Contractor may choose, furnishing all labor, tools, Construction Equipment and Construction Materials (in each case to the extent required to be provided in this Agreement), and doing everything else necessary to perform the Work properly and safely, having supervision over and responsibility for the safety and health of Personnel of Contractor, its Subcontractors, and Contractor-Managed Subcontractors while on the Construction Site, and Contractor shall employ all reasonable measures to ensure the safety and health of all such Personnel while on the Construction Site. Unless otherwise specifically directed by Owners, Contractor shall maintain control over and responsibility for its tools, Construction Equipment and Construction Materials. No partnership, joint venture, agency or employment relationship is created by this Agreement or any activity hereunder, and Contractor is not and will not act as an agent or employee of Owners except that Contractor will be permitted to act as Owners’ authorized representative with respect to Contractor-Managed Subcontractors in accordance with Section 3.3.1.

2.8.2Contractor Personnel have no right to participate in any of Owners’ employee benefit plans, including the provision of health insurance under the Patient Protection and Affordable Care Act of 2010 (“ACA”), as a result of providing the Work. Contractor shall be solely responsible for (i) payment of all compensation to its employees, (ii) the withholding of federal, state, and local Taxes from such compensation and the payment of all such withheld amounts to the appropriate agencies or authorities, (iii) payment to the appropriate agencies or authorities of state unemployment insurance, federal unemployment insurance, FICA and state disability insurance, and (iv) providing its employees with all necessary and appropriate benefits including any health and welfare coverage required under applicable Law, including, without limitation, the Health Insurance Portability and Accountability Act of 1996, as amended or revised (“HIPAA”) or the Patient Protection and Affordable Care Act of 2010 (“ACA”) or other applicable Federal and State health care requirements.

2.8.3Owners have the right to have its Personnel or other authorized representatives inspect the Work pursuant to the applicable provisions of this Agreement, not for the purpose of controlling the methods and manner of the performance of the Work by Contractor under the Agreement, but in order to review whether the Work complies with the requirements of the Agreement and also to review the rate of performance of the Work.

2.9Inspection.

2.9.1Inspection Responsibilities. Contractor will perform all inspections appropriate for the performance of the Work as set forth in Exhibit A and the Performance Standards, and such other inspections of the Work as reasonably requested by Owners. Contractor’s responsibilities under this Section shall include inspecting the Work in progress at intervals appropriate to the stage of construction as necessary to ensure that such Work is proceeding in accordance with this Agreement and the Baseline Schedule and to protect Owners against defects and deficiencies in such Work.

2.9.2Owners’ Right to be Present. Contractor will keep the Owners fully

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informed at all times of planned dates, changes to planned dates, proposed test or inspection procedures, and test and inspection results for any testing to or inspections of the Work by or on behalf of Contractor or its Subcontractors or Contractor-Managed Subcontractors. Owners, its designees, and the Independent Engineer shall each have the option of being present at all such scheduled tests and inspections. In the event that the quality of the Work is not in accordance with this Agreement, in addition to any other remedies available under this Agreement, Owners shall be entitled to make recommendations to Contractor for the purpose of remedying such deficiencies. No inspection nor observance of any inspection or testing performed or failed to be performed by Owners, its designees or the Independent Engineer, or any of their respective representatives, shall reduce or waive any of Contractor’s obligations under this Agreement or be construed as an approval or acceptance of any Work.

2.10Testing, Start-Up and Initial Operation. The Work shall include providing craft labor and craft labor supervision (collectively “CSS Personnel”) in support of Owners for construction and installation testing by Owners during and after construction, for hot functional testing, for other preoperational testing, and for start-up and performance testing of each Unit and its systems and components (collectively “Commissioning and Startup Support”). Such Commissioning and Startup Support shall be provided in the quantities of CSS Personnel requested in writing by Owners, and such CSS Personnel shall work under the direction of Owners for such periods up through completion of performance testing of both Units as Owners may require. Owners shall indemnify, defend and hold harmless Contractor and Contractor Interests from and against any and all liability, damage, cost, expense and loss arising out of any act or omission of CSS Personnel while acting under and pursuant to the direction of Owners. Costs associated with Commissioning and Startup Support is not part of Combined Construction Costs or the Target Construction Cost, and may be required both before and after Mechanical Completion.

2.11Clean-Up and Waste Disposal. During the performance of the Work, Contractor shall keep the Construction Site and any other area utilized by Contractor, Subcontractors or Contractor-Managed Subcontractors during construction clean and free from accumulations of waste materials, (other than Hazardous Materials, which are addressed in Section 2.13) rubbish, surplus materials and other debris resulting from the Work. As part of the Work, in accordance with Owners’ Site Rules, Contractor will remove such rubbish, surplus materials, waste materials and other debris on a regular basis, or as may otherwise reasonably be required by Owners, and dispose of the same in accordance with this Agreement and applicable Laws.

2.12Plant Equipment and Materials Storage. Until Final Completion, Contractor shall receive, unload, warehouse or otherwise store appropriately on the Construction Site, in accordance with manufacturers’ recommendations, the Plant Equipment and Materials delivered by Owners to Contractor for installation. Contractor shall be responsible for compliance with the receipt, and storage provisions specified in the quality assurance program as described in NQA-1, including NQA-1 Section 13S-1 and other applicable requirements of Owners with respect to storage facilities, for all Plant Equipment and Materials delivered after the Effective Date or on the Construction Site as of the Effective Date. Such appropriate storage shall include implementation of applicable portions of Owners’ preventative maintenance program.

2.13Hazardous Materials.

2.13.1Material Safety Data Sheets. To the extent required by applicable Law,

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Contractor shall provide to Owners the “Material Safety Data Sheets” covering Hazardous Materials to be furnished, used, applied or stored by Contractor, its Subcontractors, or Contractor-Managed Subcontractors at the Construction Site in connection with the Work. Contractor shall coordinate with Owners’ Authorized Representative to provide a listing of such Hazardous Materials and their quantities at the Construction Site for purposes of chemical inventory reporting pursuant to 40 C.F.R. Part 370 and similar state regulations. Unless authorized in writing by Owners in advance, neither Contractor, its Subcontractors, nor Contractor-Managed Subcontractors shall bring to or use asbestos in the Facility.

2.13.2Preventative Measures. Contractor shall take measures necessary to prevent the Release by Contractor, its Subcontractors, Contractor-Managed Subcontractors, or by the Personnel or Invitees of any of them, of Hazardous Materials at the Facility or adjacent areas. When the use or storage of explosives or other Hazardous Materials or equipment is necessary for the performance of the Work, Contractor shall exercise the utmost care and shall carry on its activities under the supervision of properly qualified personnel in accordance with applicable Laws. Under no circumstances shall Contractor allow explosives or blasting on the Construction Site without the specific written consent in each instance of Owners. Contractor shall provide not less than three (3) Business Days’ notice of each proposed use of explosives or blasting, and each such use shall require a separate specific written acceptance by the Owners. In addition, Contractor shall, no less than one hour prior to each blasting or explosive event, notify the SiteOperations Control Center as designated by Owners and confirm that Southern Nuclear has communicated with VEGP Units 1 and 2 prior to commencing blasting or an explosive event. Before Mechanical Completion of Unit 4, Contractor shall remove from the Construction Site and surrounding area in accordance with applicable Laws explosives and other Hazardous Materials supplied or generated by Contractor, Subcontractors or their respective Personnel, unless the same have been permanently incorporated into the Facility; provided that, if any such explosives and other Hazardous Materials are necessary for completion of the Work, Contractor shall be permitted to retain such explosives and other Hazardous Materials at the Construction Site but only if, and to the extent, in compliance with applicable Laws and only until completion of the Work.

2.13.3Notice Requirements. Contractor shall immediately notify Owners of: (A) any Releases of Hazardous Materials in violation of Law by Contractor, Subcontractors, Contractor-Managed Subcontractors, or by the Personnel or Invitees of any of them, that occur in connection with the performance of the Work; (B) material violations and investigations, actions, Claims, suits, notices of violation, fines, penalties, orders, and other proceedings related to material violations or alleged material violations of Environmental Laws, including, but not limited to, Government Approvals issued thereunder, which are asserted against Contractor, its Subcontractors, Contractor-Managed Subcontractors, or the Personnel or Invitees of any of them, in connection with the Work or their activities on or in connection with the Facility and/or Construction Site; (C) Contractor’s discovery of any Hazardous Materials at the Construction Site or adjacent areas; and (D) material developments with respect to Sections 2.13.3(A), 2.13.3(B) or 2.13.3(C). Contractor shall also notify the applicable Government Authorities as required by applicable Law following a Release by Contractor, its Subcontractors, a Contractor-Managed Subcontractor, or the Personnel or Invitees of any of them, of Hazardous Materials in connection with the Work, and shall promptly provide Owners with a copy of such notification(s).

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2.13.4Contractor Releases; Removal Obligations. Prior to Mechanical Completion of a Unit, Contractor will be responsible for the proper handling, collection, containerizing, storage, removing from such Unit and areas adjacent thereto, transportation and for properly disposing of, at treatment, storage and disposal facilities approved by Owners and otherwise in a manner acceptable to Owners and in compliance with this Agreement and applicable Law, all Hazardous Materials generated or Released by Contractor or any Subcontractor or Contractor-Managed Subcontractor, or the Personnel or Invitees of any of them, in the course of performing the Work on such Unit on or after the Effective Date. Except as provided under Section 2.13.5, Contractor shall be the generator of record for such Hazardous Materials and shall obtain a site-specific EPA Identification Number which will be used to identify itself as such on all manifests, hazardous waste reports, and other relevant documents.

2.13.5Pre-Existing Hazardous Materials. In the event Contractor encounters on the Construction Site material reasonably believed to be Hazardous Material that existed on the Construction Site prior to the Effective Date, then Contractor will immediately suspend performance of Work in the area affected and report the condition to Owners in writing. As between Contractor and Owners, but without affecting any rights or remedies Owners may have against any Third Party, Owners shall be responsible for the remediation of the area affected. Contractor will not thereafter resume performance of the Work in the affected area except with the prior written permission of Owners after the remediation has been completed.

2.14Turnover Packages. Contractor shall create, maintain, update and compile Turnover Packages during the course of the Work and will deliver to Owners such Turnover Packages prior to, and as a condition of, Mechanical Completion or Final Completion as applicable.

2.15Safety Program.

2.15.1Contractor Responsibility. Contractor shall be responsible for the safety of Contractor, its Subcontractors, Contractor-Managed Subcontractors, and the Personnel and Invitees of any of them, Owners’ Interests, and the public, in each case to the extent affected by the performance of the Work.

2.15.2Safety Manual. Contractor shall develop a comprehensive safety program that governs all of Contractor’s, Subcontractors’ and Contractor-Managed Subcontractors’ activities at the Construction Site in connection with its performance of the Work. The safety program shall be reflected in writing in the form of a written project safety manual and provided to Owners no later than thirty (30) Days after the Effective Date (the “Safety Manual”). Contractor’s Safety Manual shall, at a minimum, (a) meet the standards and requirements contained in Contractor’s generic project safety manual that has been provided to Owners; (b) incorporate and comply with the safety requirements for VEGP Unit 1 and 2 as identified pursuant to that certain Potential Impact Determination on Operating Plans Due to Construction Activities (ND-CS-VNP-005, version 7.0, and any revisions thereto that may be provided by Owners), (c) meet the standard of care for such programs as established by nationally recognized firms which provide goods and services in connection with nuclear construction projects or other large industrial construction projects in the United States, (d) comply with the applicable requirements in the VEGP Units 1 and 2 license, as notified by the Owners, and applicable Laws, and (e) provide other reasonable protection to prevent harm, damage, injury or loss (including ecological harm or

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nuisance resulting from contamination, noise or other causes arising from the performance of the Work). If Owners reasonably believe that the Safety Manual does not meet the foregoing standards, they shall notify Contractor of such deficiencies in writing and Contractor shall promptly correct such deficiencies in the Safety Manual and implement the corrections into the performance of the Work. Subject to Section 2.13.5, Contractor and its Personnel shall take reasonable precautions for the safety of, and shall provide reasonable protection to prevent damage, injury or loss to Persons and property resulting from the Work, including:

(i)Contractor or any Subcontractor or Contractor-Managed Subcontractor employees and other Persons performing the Work and Persons who may be affected by the performance of the Work;

(ii)any Plant Equipment and Materials to be incorporated into the Facility, whether in storage on or off the Construction Site, under the care, custody or control of Contractor or its Personnel; and

(iii)all materials and equipment and other real and personal property at or adjacent to the Construction Site or in the vicinity thereof, including without limitation VEGP Units 1 and 2 and structures, equipment, facilities, trees, shrubs, lawns, walks, pavements, roadways and utilities.

2.15.3Safety Measures. Contractor and its Personnel shall erect, maintain or undertake, as required by existing conditions and the performance of this Agreement, reasonable safeguards for the safety and protection of Persons and property who or which may be affected by the Work, including posting danger signs and other warnings against hazards, promulgating safety regulations, and notifying Owners and users of adjacent sites and utilities. Owners shall provide security services as described in NEI 09-01, include providing security guards.

2.15.4Failure to Take Sufficient Precautions. Whenever, in the reasonable opinion of Owners, Contractor or any Subcontractor or Contractor-Managed Subcontractor have failed to take sufficient precautions for the safety of Contractor, Subcontractors, Contractor-Managed Subcontractors, or the Personnel and Invitees of any of them, Owners’ Interests, or the public or the protection of the Construction Site or of structures or property on or adjacent to the Construction Site or on the VEGP Units 1 and 2 site, creating, in the reasonable opinion of Owners, a situation requiring immediate action, then Owners shall be entitled to require that the Work cease immediately, and Owners may cause such sufficient precautions to be taken or provide such protection. The taking of such precautions or protection by Owners or its agents or representatives will not relieve Contractor of any obligations under this Agreement or applicable Laws.

2.15.5Protection of Units 1 and 2. No activity of Contractor shall interfere with the operation of VEGP Units 1 and 2. Accordingly, Contractor shall comply with the site restrictions respecting operation of VEGP Units 1 and 2 as identified pursuant to that certain Potential Impact Determination on Operating Plans Due to Construction Activities (ND-CS-VNP-005, version 7.0, and any revisions thereto that may be provided by Owners). For example, offsite power feeds to VEGP Units 1 and 2 shall not be interrupted without the written consent of Owners.

2.15.6Emergencies. Contractor, Subcontractors, Contractor-Managed Subcontractors and all of their Personnel shall comply with all Site emergency procedures of

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Owners, including ensuring capability to respond to a radiological event at VEGP Units 1 and 2. In the event of an emergency endangering or potentially endangering life or property, Contractor shall take such actions as may be reasonable and necessary to prevent, avoid or mitigate injury, damage or loss and shall promptly report each such emergency, and Contractor’s responses thereto, to Owners. Contractor agrees to provide to Owners the name, title and phone number of its emergency contact person prior to the commencement of the Work.

2.16Compliance of Issued For Construction Documents with Laws; Modifications.

2.16.1 As between the Parties, Owners are responsible for the compliance of Issued for Construction Documents with all applicable Laws and Contractor shall not have any obligation to check the Issued for Construction Documents for such compliance. However, in the event Contractor discovers any discrepancy or conflict between any Issued for Construction Documents and applicable Laws, Contractor shall promptly report the same in writing to Owner’s Authorized Representative.

2.16.2In the event that Contractor seeks any modification, change or revision to an Issued for Construction Document, or determines that Work already performed by Contractor does not strictly comply with the Issued for Construction Documents, Contractor is responsible for assessing such modification, change, revision, or Work and determining whether resolution from the Design Authority and/or Owners, as applicable, is required.

2.17Subcontracting.

2.17.1Richmond County Constructors LLC. Owners have approved Contractor’s use of Richmond County Constructors, LLC(“Richmond”)as the principal construction execution Subcontractor for the Facility, subject to the conditions and requirements herein. As of the Effective Date, Contractor represents that Bechtel Power Corporation holds a 75% ownership interest in Richmond, and Williams Plant Services, LLC holds a 25% ownership interest in Richmond. Contractor covenants that:

(i) Bechtel Power Corporation will continue to hold an ownership interest in Richmond of at least 75% through Final Completion;

(ii) no additional Persons shall hold an ownership interest in Richmond or contribute labor or supervision resources to Richmond absent the advance written consent of Owners; and

(iii) no costs asserted as Reimbursable Costs under this Agreement shall include any fee payable to Richmond.

2.17.2Other Affiliate Subcontractors.

2.17.2.1Owners additionally approve Bechtel Equipment Operations, Inc. (“BEO”) as a Subcontractor for performance of the Work, at BEO’s current rental rates at the time of subcontracting to BEO, provided that such rental rates are consistent with prevailing market rates and no markup shall be applied to such rates.

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2.17.2.2Owners additionally approve CAS as a Subcontractor for performance of the Work, at a compensation determined pursuant to Section 7.1.1 and without fee or markup.

2.17.3Failure to Satisfy Covenants. If the covenants and conditions applicable to any approved Affiliate Subcontractor are not satisfied at any time, such Subcontractor shall no longer be approved to perform Work.

2.17.4Additional Subcontractors. In the event that Contractor desires to use any additional Subcontractor for Work, Contractor shall notify Owners and, within ten (10) Business Days of such notice, Owners shall notify Contractor if such proposed Subcontractor is not acceptable to Owners. Owners shall have the right to require removal from the Construction Site of any Subcontractor or Subcontractor Personnel deemed unacceptable to Owners. Unless otherwise agreed to by Owners in writing, Contractor shall not use any Subcontractor that has (w) an Experience Modification Ratio (as calculated in accordance with the definition of the National Council on Compensation Insurance, Inc.) of 1.0 or greater within the previous three years; (x) a Recordable Case Incidence Rate (as calculated in accordance with 29 C.F.R. Section 1904.4) of 3.0 or greater within the previous three years; (y) a Days Away From Work Rate (previously known as the Lost Time Incidence Rate, and as calculated in accordance with 29 C.F.R. § 1904.7) of 1.5 or greater within the previous three years; or (z) one or more fatalities during the last three years.

2.17.5Owners Not Responsible. Notwithstanding any agreement with Subcontractors, Contractor shall be solely responsible for the Work. Unless and until a Subcontract is assigned to the Owners pursuant to this Agreement, Owners shall not be deemed to have any contractual obligation or relationship with any Subcontractor. Contractor shall be as fully responsible for the acts, performance, and omissions of its Subcontractors and of the Personnel either directly or indirectly employed by its Subcontractors as Contractor is for its own acts, performance and omissions. Contractor shall be solely responsible for timely paying each Subcontractor for services, Construction Materials and Construction Equipment, provided in connection with the Work.

2.17.6Flow-Down Clauses. Contractor shall include in its Subcontracts provisions which impose obligations on Subcontractors that are consistent with the obligations imposed on Contractor in the provisions of this Agreement listed in Exhibit K as those terms are applicable to the Work being performed by the Subcontractor.

2.17.7Termination for Convenience. Subcontracts must be terminable for convenience, and related termination expenses thereunder must be commercially reasonable in light of the value of the services and other items provided at the time when the termination occurs. In no event shall any termination fees include payment for any types of costs, losses, damages, injuries or claims that would not be payable to Contractor in the event of termination of this Agreement for convenience.

2.17.8Subcontractor Warranties. Contractor shall cause all warranties and related rights under all Subcontracts to be assignable to Owners without any additional consent or

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approval from the applicable Subcontractor or other conditions to such assignment. Contractor shall provide Owners a full and complete copy of all such warranties and related rights, and duly executed copies of all contracts with Subcontractors containing such warranties and related rights promptly upon execution thereof. In the event of termination of this Agreement, Contractor shall assign such warranties and related rights to Owners. In addition, as a condition of Mechanical Completion, Contractor shall assign to Owners its rights under such Subcontractor warranties that continue past the end of the Warranty Period, with such assignment to be effective as of the end of the Warranty Period. Contractor shall execute such additional documents as may be reasonably requested by Owner to effect any assignment under this Section 2.17.8. Contractor shall not be relieved of responsibility for any of its obligations, warranties or related rights set forth in this Agreement by reason of any such assignment. Contractor shall not, and Contractor shall take commercially reasonable actions to ensure that Contractor’s Subcontractors do not, take any action which could release, void, impair or waive any Subcontractor warranties.

2.17.9Assignment of Subcontracts. Except with respect to Subcontracts with Affiliates of Contractor, Contractor shall obtain the agreement of all Subcontractors in the terms of each Subcontract that Contractor’s rights under the Subcontract may be, at Owners’ option, and without requiring the further consent of the relevant Subcontractor, in whole or in part, assigned and delegated by Contractor to Owners. Each such Subcontract shall provide that, upon notification to the Subcontractor (and Contractor) from Owners that (A) this Agreement has been terminated, (B) Contractor’s right to proceed with the Work has been terminated pursuant to this Agreement, and (C) Owners will thereafter be assuming Contractor’s obligations under such Subcontract related to the Work, such Subcontractor shall continue to perform the portion of its responsibilities under such Subcontract related to the Work for the benefit of Owners and shall recognize Owners as being vested with all the rights and responsibilities of Contractor under such portion of such Subcontract related to the Work. Notwithstanding the foregoing, it is specifically understood and agreed (and each Subcontract shall clarify) that no Subcontractor shall have any right to look to Owners for the performance of any portion of Contractor’s obligations under any Subcontract related to the Work, and Owners are not a party to any Subcontract, unless and until Owners have assumed such performance obligations in writing.

2.17.10    Copies of Subcontracts. Contractor shall provide Owners with complete and accurate copies of all Subcontracts, including all amendments, modifications, supplements, and purchase orders thereunder, promptly after the same are in the possession of Contractor.

2.17.11Transparency of Subcontract Matters. It is the understanding and intent of the Parties that Contractor shall keep Owners informed regarding all significant matters pertaining to its Subcontractors and all Contractor-Managed Subcontractors. Without limiting the generality of the foregoing, after the Effective Date, Contractor shall:

(i)provide the Owners prior notice and reasonable opportunity to attend and participate in all negotiations with Subcontractors and Contractor-Managed Subcontractors, including those relating to amendments and change orders;

(ii)provide Owners the opportunity to attend all regular and special meetings with Subcontractors and Contractor-Managed Subcontractors, with prior notification to Owners of the subject matter of such meetings (to the extent known);

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(iii)provide Owners reasonable opportunity to review and provide comments on all Subcontracts, including amendments and change orders thereto, prior to execution of the same;

(iv)keep Owners informed, and provide Owners the opportunity to participate in discussions with Subcontractors and Contractor-Managed Subcontractors regarding actual or potential disputes; and

(v)promptly upon request by Owners, provide Owners information regarding actual and projected costs under the Subcontracts and Contractor-Managed Subcontracts, including for purposes of Owner’s budgeting and forecast of Reimbursable Costs and Combined Construction Costs under this Agreement.

2.18Contractor’s Government Approvals. Contractor shall be responsible for obtaining, maintaining and paying for Contractor’s Government Approvals as necessary to support the performance of the Work in accordance with the Baseline Schedule. Owners shall provide Contractor reasonable cooperation and assistance in obtaining and maintaining Contractor’s Government Approvals.

2.19ITAACs. Work Packages for Work which has been completed, as delivered by Contractor to Owners, shall include completed documentation of all tests, inspections and analyses associated with any ITAACs applicable to the Work Package. Without assuming any responsibility for correcting any omissions or deficiencies identified, Owners shall be responsible for review of Contractor’s Work Packages and for closure of ITAACs. The Parties shall coordinate with each other with respect to those ITAACs associated with the Work. For some or all ITAACs associated with the Work, Owners may specify the methodology to be used in the completion of the tests, inspections and analyses, and Owners shall ensure that such methodology is compliant with Law and adequate for the closure of the ITAAC. Contractor shall perform the Work required by the DOR in accordance with the methodology specified by Owners.

2.20Support for Government Approvals and Requests. Contractor shall provide support to Owners in connection with Owners’ Government Approvals and any requests from Government Authorities, including to the extent appropriate making Personnel available to testify as factual witnesses at formal and informal government proceedings, and providing the documents and information requested by Owners in order to comply with requests of Government Authorities (including to address formal NRC licensing questions and requests of the Georgia PSC), including review and comment to sections prepared by others, and amendments thereto, all on a schedule that supports the Project Schedule in accordance with Owners’ reasonable request.

2.21Control Program.

2.21.1Contractor shall implement a process for identifying trends in the schedule and costs associated with the Work, in accordance with Exhibit L and Section 2.21.2 (“Contractor Trend Program”). The Contractor Trend Program shall interface with the Owners’ overall change control program for the construction of the Facility as described below. All trends identified by the Contractor Trend Program shall be jointly reviewed by the Parties on a weekly basis, and

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presented to the Owners’ change control board for the Facility on a monthly basis.

2.21.2The Contractor Trend Program shall be implemented to incorporate the following:

(i)Each Monthly Status Report submitted by Contractor shall include: (a) the amount of Contingency that has been used in the performance of the Work and for each trend resolved in accordance with Contractor’s Trend Program, both on a cumulative basis and for the previous month; and (b) a forecast of the amount of Contingency needed through Final Completion.

(ii)Upon the expenditure of twenty five percent (25%), fifty percent (50%), seventy five percent (75%), and one hundred percent (100%) of Contingency, Contractor shall notify Owners, and within five (5) Business Days after such notice is provided, the Parties shall attend a meeting for the specific purpose of: (a) reviewing the details of the cumulative expenditure of Contingency; and (b) reviewing the current forecast of Contingency needed through Final Completion.

(iii)Resource curves for labor headcount of Contractor and Richmond Personnel (which curves for field non-manual personnel are set forth in Exhibit M-1, and which curves for craft and indirect craft will be developed during the Baseline Schedule process set forth in Article 9) (which resource curves may be adjusted by mutual agreement of the Parties based on the results of the Subcontract Scope Alignment Process). In the event that the performance of the Work will result in a deviation from any of such resource curves by more than five percent (5%), Contractor shall notify Owners of such deviation. Furthermore, if such deviation will require use of Contingency funds, the deviation will not be permitted without Owners’ prior approval. In the event that Contractor proceeds with implementation of the deviation without Owners’ prior approval where required, the associated costs of the additional resources related to implementation of the deviation shall be Non-Reimbursable Costs.

(iv)In the event that any trend indicates that the performance of the Work will result in Combined Construction Costs that exceed [***] of the Target Construction Cost, Contractor shall notify Owners of the trend and request Owner’s approval of the exceedance before proceeding with implementation of such trend.

(v)The Contractor Trend Program shall incorporate the requirements in Section 3.3 with respect to Contractor-Managed Subcontracts.

2.22 No Waiver of Access Rights. No provision in this Agreement shall be construed as a waiver by Owners of any rights to Contractor’s technical, financial or other information that Owners would otherwise have pursuant to legal process in any judicial or administrative proceeding.

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ARTICLE 3

CONTRACTOR-MANAGED AND OWNER-MANAGED SUBCONTRACTS

3.1Owner-Managed Subcontracts. “Owner-Managed Subcontracts” refers to subcontracts entered into by Owners (or assigned to and accepted by Owners) with subcontractor entities (“Owner-Managed Subcontractors”) to perform construction work and/or services at the Facility, where the responsibilities for administering and managing such subcontractors remain with the Owners. The Owner-Managed Subcontractors and Owner-Managed Subcontracts include those subcontractors and subcontracts designated in Exhibit E as Owner-Managed Subcontractors and Owner-Managed Subcontracts. As between the Parties, Owners are responsible for Owner-Managed Subcontractors’ compliance with the Safety Manual. Contractor shall cooperate with Owner-Managed Subcontractors to provide reasonable access to the Construction Site and the opportunity to conduct scheduled work in their respective work areas without interference, and Contractor acknowledges that Owner-Managed Subcontractors will in many cases be conducting such ongoing work in close proximity to Contractor’s Work. Owners and Contractor shall coordinate the needs of ongoing work of Owner-Managed Subcontractors with the Work of Contractor as may be required, consistent with their scheduled activities as contained in the Project Schedule.

3.2Contractor-Managed Subcontract Scope.

3.2.1 The items of scope which are Contractor-Managed Subcontract Scope, and the corresponding Contractor-Managed Subcontracts (as of the Effective Date), are listed in Exhibit E. Unless otherwise agreed by the Parties, the Contractor-Managed Subcontract Scope will be: (i) implemented through Contractor-Managed Subcontracts; (ii) performed directly by Contractor; or (iii) performed via an additional Subcontract (including a Subcontract with Richmond), as determined in the Subcontract Scope Alignment Process in consultation with the Owners.

3.2.2In the Subcontract Scope Alignment Process, Contractor, in consultation with Owners, will complete its due diligence (including commercial evaluation) related to the Contractor-Managed Subcontract Scope and the related existing subcontractors and subcontracts. The Subcontract Scope Alignment Process is further described in Exhibit E. During the Subcontract Scope Alignment Process, Contractor may, in consultation with Owners:

(i)determine to continue an existing subcontract as a Contractor-Managed Subcontract;

(ii)determine that an existing subcontract needs to be revised, replaced or renegotiated, which as so altered will become a Contractor-Managed Subcontract; and/or

(iii)determine to execute certain Contractor-Managed Subcontract Scope as part of the Work, other than through a Contractor-Managed Subcontract, such as self-performance or performance through Richmond or another Subcontractor.

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3.2.3The Subcontract Scope Alignment Process will be completed in stages on a progressive basis. Completion of each stage will be confirmed by agreement of the Parties in a Change Order, including the appropriate adjustments to the Target Construction Cost, to the Earned Fee, and if needed, to the Target Completion Dates, based upon the results of such stage. Specifically:

(i)The Target Construction Cost shall be increased in accordance with the methodology set forth in Exhibit M, based upon the value of the Contractor-Managed Subcontract Scope that was evaluated in such stage;

(ii)The Earned Fee shall be increased by the amount of [***] of the increase in Target Construction Cost determined in accordance with (i) above;

(iii)If the Contractor-Managed Subcontract Scope evaluated in the Subcontract Scope Alignment Process reveals a material adverse impact on the critical path to achievement of the Baseline Schedule (a “Subcontract Scope Schedule Impact”), then the Baseline Schedule and/or the Target Completion Dates shall be adjusted in accordance with the process described in Section 9.3.

3.2.4The Subcontract Scope Alignment Process, including all related adjustments to the Target Construction Cost and Earned Fee and identification of Subcontract Scope Schedule Impacts, is to be completed by February 28, 2018. In the event that any such adjustments and identification of Subcontract Scope Schedule Impacts (provided that adjustment to the Baseline Schedule as a result of such impacts shall be made under the process in Section 9.3) are not agreed upon by the Parties by such dates, then, with respect to any Contractor-Managed Subcontract Scope that is a source of disagreement between the Parties regarding an adjustment to the Earned Fee or Target Construction Cost or identification of Subcontract Scope Schedule Impacts, Owners may elect to remove such scope from Contractor-Managed Subcontract Scope by notice in writing to Contractor. If Owners so elect, then: (i) such removed scope shall not be within the Contractor-Managed Subcontract Scope under this Agreement; (ii) Owners shall be responsible for managing and administering such scope either directly or through an Owner-Managed Subcontract(s); (iii) neither the Target Construction Cost nor the Earned Fee shall be adjusted as a result of such removed scope; and (iv) the previously identified Subcontract Scope Schedule Impact with respect to such removed scope shall not be considered under Section 9.3. In the event that the Parties disagree with respect to any proposed adjustments to Target Construction Cost or Earned Fee or identification of a Subcontract Scope Schedule Impact as a result of Contractor-Managed Subcontract Scope that is not so removed by the Owners, then the disagreement may be referred by either Party to the dispute resolution provisions in Article 38 of this Agreement. Any such dispute shall be subject the expedited hearing procedure referenced in the DRB Procedures.

3.3Contractor Authority and Responsibilities with respect to Contractor-Managed Subcontractors.

3.3.1Commencing on the Effective Date, Contractor (but not its Subcontractors)

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shall administer and manage the Contracted-Managed Subcontracts in accordance with the terms and conditions of this Agreement; provided that any schedule or cost impacts identified during the Subcontract Scope Alignment Process will be addressed as part of the Subcontract Scope Alignment Process and in the adjustments to be made pursuant to Section 3.2.3 and Section 9.3. Contractor (but none of its Subcontractors) shall be granted full authority to exercise the rights of, and act as the authorized representative of, the Owners under Contractor-Managed Subcontracts, provided that Contractor shall obtain Owners’ written approval prior to taking the following actions under Contractor-Managed Subcontracts:

(i)agreement to an amendment to a Contractor-Managed Subcontract (other than an administrative amendment that does not have any cost or schedule impacts, or violate any of the requirements in subparts (ii) through (vi) below);

(ii)agreement to a change order under a Contractor-Managed Subcontract directing the performance of additional work having a value of over [***] of the baseline value (less applicable contingency) of such Contractor-Managed Subcontract included in the Target Construction Cost (as agreed pursuant to Section 3.2.3) or otherwise creating an obligation of Owners under such Contractor-Managed Subcontract in excess of such [***] threshold amount. Change orders may not be subdivided to avoid this requirement; amounts relating to a single change will be aggregated to determine applicability of this requirement.

(iii)agree upon any modification to or waiver of any provisions of the Contractor-Managed Subcontract relating to warranty, indemnity, limitations of liability or costs to terminate a Contractor-Managed Subcontract;

(iv)agreeing to waive any right that Owners may have under any Contractor-Managed Subcontract, or settling or compromising any dispute or liability under a Contractor-Managed Subcontract;

(v)terminating or suspending any Contractor-Managed Subcontract, other than suspension in an emergency situation; or

(vi)agreeing or committing to do any of the foregoing.

3.3.2Contractor’s management and administration of the Contractor-Managed Subcontracts will be in compliance with Owners’ obligations thereunder, including by giving all notices required by each Contractor-Managed Subcontract in order for the Owners to be in compliance with such subcontracts and to protect and preserve the rights of Owners under such subcontract.

3.3.3Contractor shall be responsible for advising and making a specific action recommendation in writing to Owners, at least 20 Days in advance of: (i) any date when action by Owners is required to be taken under Section 3.3.1 with respect to a Contractor-Managed Subcontract; and (ii) the date that payment is due to be made with respect to a Contractor-Managed Subcontract, including Contractor’s recommendation for any withholding of any

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payments to such subcontractor.

3.3.4Contractor shall directly perform its obligation to manage Contractor-Managed Subcontracts pursuant to this Agreement. In no event shall Contractor perform such management obligations by or through any of its Subcontractors (including Richmond).

3.3.5Owners shall retain responsibility for making all payments required under Contractor-Managed Subcontracts; provided, however, that Contractor shall use commercially reasonable efforts to obtain and provide to Owners, all Lien waivers and releases under Contractor-Managed Subcontracts with respect to all work and activities completed under such subcontracts, in a manner consistent with Section 8.11.1(i) and (ii).

ARTICLE 4

OWNERS’ RESPONSIBILITIES AND RIGHTS

4.1Owners’ Responsibilities. Owners shall perform the responsibilities set forth in this Article and elsewhere in this Agreement at its own expense.

4.1.1Appointment of Agents. Owners have appointed GPC as their agent in order to execute this Agreement on their behalf and for all purposes under this Agreement pursuant to the Ownership Agreement, with the power and authority to bind Owners to their obligations herein. Except as provided in Sections 8.1 and 19.2, all obligations required under this Agreement to be fulfilled by the Owners will be performed by or at the direction of GPC, as agent for the Owners. Upon notice to Contractor, the Owners may designate another agent to replace GPC to act as their agent under this Agreement. GPC, acting for itself and as agent for the other Owners, has appointed Southern Nuclear as agent for the implementation and administration of this Agreement (provided that upon notice to Contractor, GPC may designate another agent to replace Southern Nuclear as agent for the implementation and administration of this Agreement). Southern Nuclear is the exclusive licensed operator of VEGP Units 1 and 2 and will be the licensed operator (“Licensed Operator”) of the Facility having exclusive control over licensed activities at the Facility. GPC represents that: (i) to the extent provided in the Agency Agreements, Southern Nuclear is empowered to exercise Owners’ rights under this Agreement; (ii) communications, including notices, decisions and approvals, issued by Southern Nuclear in connection with this Agreement shall be treated as issued by the Owners; and (iii) communications, including notices, sent to Southern Nuclear under this Agreement shall treated as received by the Owners.

4.1.2Owners’ Authorized Representative. By notice to Contractor on or before the Effective Date, Owners shall appoint one or more Persons who shall be entitled to act as an authorized representative of Owner (and shall have the right to appoint a successor or replacement of such authorized representative by notice to Contractor) with whom Contractor may consult at all reasonable times and whose written instructions, requests and decisions shall be binding upon Owners as to all matters pertaining to this Agreement (“Owners’ Authorized Representative”). Contractor shall have the right to rely upon a communication from Owners’ Authorized Representative as a communication on behalf of all of the Owners, and shall not rely upon or be obliged to comply with any instruction or direction issued by any other representatives of Owners.

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Owners’ Authorized Representative shall not have any authority to amend this Agreement except in compliance with the provisions of Article 40.4.

4.1.3Access. Owners shall provide Contractor rights of access to the Construction Site and to other portions of the Site as Contractor may reasonably require for the Work. Owners shall cooperate with Contractor so as to minimize disruption by Owners of Contractor’s performance of the Work, and Contractor shall cooperate with Owners so as to avoid disruption by Contractor, Subcontractors, Contractor-Managed Subcontractors or the Personnel of any them of operation of the existing VEGP Units 1 and 2.

4.1.4Job Site Rules. Subject to the requirements of the operating licenses for VEGP Units 1 and 2, to the extent applicable, Owners shall and shall require Owner-Managed Subcontractors, and their respective representatives and agents, to abide by the Safety Manual.

4.1.5Owners’ Government Approvals. Owners shall be responsible for obtaining, maintaining and paying for Owners’ Government Approvals and for the communications with any Government Authorities regarding such Government Approvals. Owners shall provide as much advance notice as practical of the need for the testimony of Contractor’s Personnel at proceedings before Government Authorities.

4.1.6Issued for Construction Documents. As between the Parties, Owners shall be responsible for providing Issued for Construction Documents to Contractor and (as applicable) Contractor-Managed Subcontractors, and for ensuring that such Issued for Construction Documents contain the necessary amount of information to allow Contractor to perform the Work with respect to such Issued for Construction Documents in accordance with this Agreement and to allow the Contractor-Managed Subcontractors to perform their work with respect to such Issued for Construction Documents in accordance with their subcontracts.

4.1.7Design Authority. By a separate agreement, Owners have contracted with Westinghouse to act as the Design Authority for Units 3 and 4. Pursuant to that agreement, Westinghouse is authorized by Owners to perform the following Owners responsibilities: provide Issued for Construction Documents to Contractor and Contractor-Managed Subcontractors; approve, reject, or make changes, modifications, and revisions to Issued for Construction Documents; and provide interpretations of the design or Issued for Construction Documents. Owners will promptly provide notice to Contractor of the Westinghouse personnel authorized to provide Issued for Construction Documents and communicate design information and shall promptly notify Contractor of any changes in such authorized personnel.

4.1.8Plant Equipment and Materials. Owners shall be responsible for providing Plant Equipment and Materials to Contractor and to Contractor-Managed Subcontractors and for the quality of such Plant Equipment and Materials, including conformance of such Plant Equipment and Materials with the Issued for Construction Documents.

4.1.9Construction Equipment. Owners shall be responsible for providing the Construction Equipment located on the Construction Site as of the Effective Date to support the performance of the Work and Contractor-Managed Subcontractor work, and such Construction Equipment shall be provided and maintained by Owners in good working condition. As the Work progresses, the Parties will coordinate a transition such that Contractor, its Subcontractors and/or

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Contractor-Managed Subcontractors will provide Construction Equipment for the performance of the Work.

4.2Owners’ Right to Inspect, Stop and Re-Perform Work.

4.2.1Owners’ Right to Inspect. Each Owner shall have the right to have its inspectors, engineers or other designees and representatives of such Owner authorized to do so (the “Designated Persons”) or the Independent Engineer inspect the Work at any time and from time to time in order to assure that the Work complies with the requirements of this Agreement, including Contractor’s Quality Assurance Program, and to review the rate at which Work is being prosecuted.

(i)The Designated Persons shall be permitted to: (A) follow the progress of the Work and identify defective or nonconforming materials or equipment at source of supply, in process of manufacture, or at point of delivery and (B) monitor actions taken in accordance with Section 4.2.2. The Owners’ Authorized Representative shall have the right to stop Work in accordance with Section 4.2.3. Inspection by the Designated Persons shall not be deemed to (A) be supervision by Owners of Contractor and (B) shall not relieve Contractor of any responsibility for performing the Work in accordance with this Agreement. Designated Persons shall not have authority to give direction to Contractor or any Subcontractor or any Contractor-Managed Subcontractor or any of the Personnel of the foregoing. Any acceptance or approval by the Designated Persons shall in no event be deemed to constitute acceptance of same by Owners, but shall be only for the purpose of confirming that the Work appears to comply with this Agreement. Owners may report to Contractor any unsafe or improper conditions or practices observed for action by Contractor in correction or enforcement.

(ii)Without limiting Owners’ rights under Article 5, the Designated Persons and the Independent Engineer shall have access to the Work and to applicable parts of Contractor’s (or its Subcontractors’) work areas on the Construction Site at reasonable times and subject to the reasonable requirements of Contractor or its Subcontractors. Contractor shall not require the Designated Persons or the Independent Engineer to execute documents, releases or waivers purporting to release Contractor from liability for any bodily injury and Contractor shall obtain agreement from its Subcontractors that they will not require such releases from the Designated Persons or Independent Engineer when at the Subcontractors’ work areas. Contractor (or its Subcontractors) shall afford the Designated Persons and/or the Independent Engineer such reasonable and safe facilities at Contractor’s work areas (or those of its Subcontractors) as are appropriate to conveniently observe and inspect the Work in progress and have such other conveniences as would normally accompany such inspection.

4.2.2Defective Work. If Owners’, the Designated Persons’ or the Independent Engineer’s inspection reveals any non-compliance or any other defects in any portion of Work, then Contractor shall, promptly upon its receipt of notice from Owners, evaluate such defect or non-compliance in accordance with the Project Corrective Action Program and shall promptly take such actions as are required to correct such defect or non-compliance, as well as its cause, in

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accordance with the Project Corrective Action Program. Contractor shall not receive any adjustment to the Target Completion Dates or Target Construction Cost or Baseline Schedule for such correction. Contractor shall comply with the requirements of 10 C.F.R. Part 21 and 10 C.F.R. § 50.55(e), as appropriate. A copy of Contractor and Subcontractor notifications relative to this Agreement to the Nuclear Regulatory Commission (NRC) pursuant to 10 C.F.R. Part 21 or § 50.55(e), if any, shall be transmitted to the Owners. Contractor will notify the Owners of any nonconformance reportable to the NRC as well as nonconformances judged not reportable to the NRC but which are considered significant enough to warrant Contractor management action.

4.2.3Right to Stop Work. Without limiting the right of Owners to suspend performance of the Work under other provisions of this Agreement, if Contractor fails to perform the evaluation required under Section 4.2.2 or fails to promptly take corrective action for any defect or non-compliance in Work as required under Section 4.2.2 or if Contractor fails to identify the root cause of such defect or non-compliance (if root cause is applicable to such non-compliance) within a reasonable period of time consistent with the Project Corrective Action Program, then Owners, by a written order signed by Owners’ Authorized Representative, may order Contractor to stop performance of the portion of the Work affected thereby, until the cause of such order has been eliminated; provided, however, that this right of Owners to stop Contractor’s performance will not give rise to a duty on the part of Owners to exercise this right for the benefit of Contractor or any other person or entity. In addition, Owners, by written order signed by Owners’ Authorized Representative, may order Contractor to stop performance if the activities or past practices of Contractor or its Personnel or Invitees at the Site reasonably appear to Owners to cause or threaten to cause personal injuries or damage to property. In the event of a stop Work order issued by Owners in accordance with this Section 4.2.3, Contractor shall not be entitled to an adjustment to the Target Completion Dates or the Target Construction Cost or the Baseline Schedule. Owners’ right to stop Work under this Section 4.2.3 will be without prejudice to any other right or remedy Owners may have hereunder.

ARTICLE 5

QUALITY ASSURANCE

5.1Quality Assurance Programs.

5.1.1 Contractor Quality Assurance Program. Contractor currently has a quality assurance program(s), which will be used in the performance of Work under this Agreement where (a) Contractor is performing the Work itself, (b) a Subcontractor of Contractor is performing Work and Subcontractor does not have an approved quality assurance program, and (c) the Work is performed pursuant to a Contractor-Managed Subcontract and the Contractor-Managed Subcontract includes provisions requiring compliance with Contractor’s Quality Assurance Program. Contractor’s quality assurance program has been accepted by the NRC (“Contractor’s Quality Assurance Program”). Contractor will maintain the Contractor’s Quality Assurance Program and any changes thereto shall meet the requirements of 10 C.F.R. Part 50, Appendix B and ASME NQA-1 - 1994. Any changes to Contractor’s Quality Assurance Program shall be submitted to and, if necessary, accepted by the NRC consistent with 10 C.F.R. § 50.54(a) and accepted by Owners.

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5.1.2Control of Sub-tier Subcontracting. Contractor shall be responsible for assuring that all its sub-tier Subcontractors that are performing Work are working to Contractor’s Quality Assurance Program or to the sub-tier’s own quality assurance program that has been approved by Contractor. Contractor shall provide appropriate verification of quality for all sub-tier subcontractors. A sub-tier subcontractor quality assurance program and any changes thereto shall meet the requirements of 10 C.F.R. Part 50, Appendix B and ASME NQA-1 - 1994; provided however that compliance with ASME NQA-1 - 2008, including NQA-1a-2009 Addenda will be considered to be compliant with ASME NQA-1 - 1994.

5.1.3SNC Quality Assurance Program. For certain Contractor-Managed Subcontracts, subcontractors may perform Work pursuant to the applicable SNC quality assurance program. SNC’s quality assurance program has been accepted by the NRC (“SNC Quality Assurance Program”). As delegated through the SNC Quality Assurance Program, Contractor may perform certain Work associated with Quality Assurance for those Contractor-Managed Subcontracts. After completion of the Subcontract Scope Alignment Process, Contractor and Owners will meet and determine which Contractor-Managed Subcontracts shall retain such requirements for compliance with the SNC Quality Assurance Program.

5.2Transition to Contractor’s Quality Assurance Program.

5.2.1 Contractor and Contractor’s sub-tier Subcontractors that are working to Contractor’s Quality Assurance Program as identified in 5.1.2 will perform Work in accordance with the existing quality assurance programs of Westinghouse Electric Co. LLC and WECTEC Global Project Services Inc., as applicable, until Owners notify Contractor to transition to the Contractor’s Quality Assurance Program. The Parties acknowledge that an interface document describing the interface between SNC and Contractor Quality Assurance programs is a prerequisite for the transition to the Contractor’s Quality Assurance Program, and, to the extent such interface document is not in force as of the Effective Date, Contractor will provide any support requested by Owners to complete the interface document.

5.2.2By virtue of a separate services agreement between Owners and Westinghouse Electric Co. LLC and WECTEC Global Project Services Inc., Westinghouse and WECTEC have provided Owners with the documentation regarding their existing ASME QA programs and ASME N-stamp certificates as referenced in NDAQAM, in accordance with ASME requirements. Westinghouse and WECTEC further agreed that they will maintain those programs and certificates. Pursuant to ASME requirements, certain Work performed by Contractor will be governed by such Westinghouse and/or WECTEC ASME QA programs unless and until Owners notify Contractor to transition to the Contractor’s ASME Quality Assurance Program.

5.3Owners Access. Owners shall be given free access to Contractor's facilities and records for inspection and audit of the Contractor’s Quality Assurance Program. Provisions will also be made by Contractor, in all Subcontracts, for access by Owners or their representative(s) to Subcontractors’ and vendors’ facilities and records for similar inspection and audit.

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ARTICLE 6

SECONDMENT OF EMPLOYEES

The secondment of personnel from Bechtel Power Corporation to Owners and/or Southern Nuclear and from Owners and/or Southern Nuclear to Bechtel Power Corporation will be governed solely by the terms and conditions of the Amended and Restated Staff Augmentation Agreement.

ARTICLE 7

COMPENSATION

7.1Reimbursable Costs.

7.1.1Except for Non-Reimbursable Costs, costs and expenses incurred by Contractor in performing the Work (including, to the extent provided herein, services that are required in support of the Work) (“Reimbursable Costs”) will be payable to Contractor as follows:

(i)Costs actually incurred by Contractor and Contractor’s Affiliates Richmond, BEO and CAS, for salaries, wages and standard payroll additives of their non-manual personnel engaged in the performance of the Work, for all the hours of such personnel spent in the performance of the Work in accordance with the Work Schedule as well as any overtime beyond the Work Schedule pursuant to (ii) below; provided that such salaries and wages shall be within the ranges for the applicable grades in accordance with Contractor’s then current employment salary and wage policies; providedfurther that Contractor will provide prior notice to Owners and obtain Owners’ prior approval (not to be unreasonably withheld) of any changes to such policies before including requests for compensation of costs based on such changed policies. The rates to be applied for such standard payroll additives as of the Effective Date are set forth in Exhibit N. The rates to be applied for such standard payroll additives will be verified annually by independent audit and subject to adjustment as of the first Day of each calendar year in accordance with any revised legal requirements, insurance rates or changes in Contractor corporate policies.

(ii)Hours worked in excess of 40 hours per week shall be considered overtime hours and such overtime hours shall be compensated in accordance with Contractor’s and the applicable Affiliate’s overtime policy. For overtime beyond the Work Schedule, Contractor will provide written notification of anticipated additional overtime to Owners in advance, including reasonable details on whether and how any such additional overtime will impact schedule, as well as a proposed breakdown of such anticipated overtime costs; providedfurther, that Owners shall have the right to instruct Contractor not to incur such additional overtime costs and, in such event, if Owner’s denial of or delay in approving of such additional overtime labor impacts achievement of the Baseline Schedule, the Parties will work together in good faith to mitigate such schedule impacts.

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(iii)A multiplier for indirect costs in the following percentages: (a) [***] of the non-manual personnel costs described in Section 7.1.1(i) above as they apply to such non-personnel personnel who are assigned to Contractor’s home office (e.g., non-manual personnel engaged in required support services); and (b) [***] of the non-manual personnel costs described in Section 7.1.1(i) above as they apply to such non-personnel who are assigned to the Construction Site, in each case of (a) and (b) excluding any premium portion of overtime costs; provided that the foregoing rates of this Section 7.1.1(iii) are intended to cover the indirect costs to Contractor associated with maintaining and establishing offices and field offices, respectively, and such costs shall not be charged as direct costs for the Work and shall not duplicate such direct costs.

(iv)Actual costs of travel, relocation, and personnel assignment to the extent directly related to the performance of the Work, without markup, all of which shall be in accordance with Contractor’s then current policies; provided that Contractor will provide prior notice to Owners and obtain Owners’ prior approval (not to be unreasonably withheld) of any changes to such policies before including requests for compensation of costs based on such changed policies.

(v)Actual costs of craft labor directly engaged in the performance of the Work, including wages, fringe benefits/taxes, per diems, incentives, pension costs and/or liabilities and other actual craft costs without markup; provided, however, that Contractor will review with Owners any proposals to pay per diems or other incentives to craft labor and will secure Owners’ approval for payment of any such amounts in advance of implementing such payments, except that Owners’ approval will not be required for the payment of per diems or other incentives to welders so long as the aggregate amount of such per diems or other incentives to welders under this Agreement does not exceed [***] ; provided that, for the avoidance of doubt, all per diems and other incentives for craft labor (except for per diems and other incentives payable to welders) have been excluded from the Target Construction Cost and will be excluded from the calculation of Combined Construction Costs.

(vi)Actual costs relating to craft labor payroll processing and craft labor administration for craft labor directly engaged in the performance of Work.

(vii)Actual costs of Contractor IT support and use of Contractor standard applications determined by utilizing unit rates set forth in Exhibit N.

(viii) Actual costs of construction incurred in the performance of the Work such as costs of Construction Equipment, IT and communications hardware, and Construction Materials.

(ix)Actual amounts paid under Subcontracts entered into by Contractor in order to perform the Work, without markup, subject to the Owner’s approval of the applicable Subcontractor as required pursuant to Section 2.17.4.

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(x)Actual costs incurred by Contractor in providing support to the Owners related to DOE loan guarantees and providing support to the Owners in connection with dealing with Government Authorities, including as provided in Section 2.20.

(xi)Actual costs of financial securities (including any sales tax bond required by the State of Georgia but excluding the Repayment Letter of Credit as described below), insurances (including DIC insurance relating to the OCIP and other insurances required in the performance of the Work).

(xii)Actual costs of Taxes, licenses and permits directly incurred in the performance of the Work by Contractor or its Subcontractors except for (a) Taxes levied directly on or measured by Contractor’s, Subcontractors’ and their respective Personnel’s income, (b) licenses and permits (other than any sales tax bond required by the State of Georgia) required by Government Authorities in order for Contractor and its Subcontractors to carry on business in the jurisdiction where the Work is performed, and (c) all Taxes covered under any other provision of this Section 7.1.1 as Reimbursable Costs; provided that as between Contractor and Owners, Contractor will be responsible for the payment of all income taxes imposed on it, Contractor’s Subcontractors or Contractor Personnel.

(xiii) Other actual costs incurred for the performance of the Work at the Construction Site, without markup.

(xiv)Reimbursable Costs on behalf of Richmond or BEO shall not include any costs that would not be Reimbursable Costs if incurred by Contractor.

Reimbursable Costs previously paid by Owners shall be subject to retroactive adjustment based on the results of audits under Article 36, and any amounts owed by Contractor to Owners pursuant to such audits may be offset by Owners from any amounts otherwise payable to Contractor at any time.

With respect to Excluded Costs that are also Reimbursable Costs, Contractor shall implement a system to track and record such Excluded Costs distinct from other Reimbursable Costs.

7.1.2Non-Reimbursable Costs means the following:

(i)Salaries and other compensation of Contractor’s and Contractor’s Affiliates’ Personnel not assigned to the Construction Site, except to the extent such Personnel are engaged in performing services in support of the Work, or as expressly approved by Owners.

(ii)Costs and expenses of Contractor’s home or branch offices or other offices not at the Construction Site, other than the amounts payable as Reimbursable Costs under Section 7.1.1(iii).

(iii)Any portion of Contractor’s or any Person’s capital costs or expenses, including interest on capital employed for the Work, subject to Section 8.6 regarding payment of interest in case of late payment.

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(iv)Overhead and general costs or expenses of any kind, except as payable as a Reimbursable Cost under Section 7.1.1.

(v)Costs and fees of attorneys, accountants or other consultants, except as expressly authorized by Owners in writing.

(vi)Costs and expenses associated with the Repayment Letter of Credit.

(vii)Other costs or expenses identified as Non-Reimbursable Costs in this Agreement.

7.2Base Fee and Earned Fee. In addition to Reimbursable Costs, Owners shall pay the Fee to Contractor as and to the extent provided herein. The Fee is comprised of the “Base Fee” and the “Earned Fee,” as follows:

(i)The Base Fee shall be equal to One Hundred Twenty Million Dollars ($120,000,000) and shall be paid in installments as set forth in Section 8.4 and the other provisions of this Agreement pertaining to the payment of Base Fee, subject to Section 21.2.2.

(ii)The Earned Fee shall be equal to the aggregate of (i) One Hundred Twenty Million Dollars ($120,000,000) and (ii) the adjustments in Earned Fee set forth in Change Orders pursuant to the Subcontract Scope Alignment Process in Section 3.2.3. The Earned Fee is comprised of: (a) the “Schedule Earned Fee” for each Unit; and (b) the “Cost Earned Fee.”

(iii)The Schedule Earned Fee for each Unit is equal to twenty-five percent (25%) of the Earned Fee; provided, however, that the Schedule Earned Fee for each Unit shall be subject to increase or reduction as set forth in Section 7.3. Provisional payments of the Schedule Earned Fee shall be made as set forth in Section 8.5, subject to repayment as provided herein.

(iv)The Cost Earned Fee is equal to fifty percent (50%) of the Earned Fee; provided, however, that the Cost Earned Fee shall be subject to increase or reduction as set forth in Section 7.4. Provisional payments of the Cost Earned Fee shall be made as set forth in Section 8.5, subject to repayment as provided herein.

7.3Modification of Schedule Earned Fee. The Schedule Earned Fee for each Unit shall be subject to either a reduction or increase as follows:

7.3.1In the event that Mechanical Completion of Unit 3 is not achieved by the date that is ninety (90) Days after the Target Completion Date for such Unit (such date being the “Unit 3 Trigger Date”), then the Schedule Earned Fee for such Unit shall be decreased as follows:

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(i)For each of the first thirty (30) Days after the Unit 3 Trigger Date that Unit 3 has not achieved Mechanical Completion, the Schedule Earned Fee for such Unit shall be reduced by [***] per Day;

(ii)After such thirty (30) Day period under Section 7.3.1(i), for each of the next thirty (30) Days that Unit 3 has not achieved Mechanical Completion, the Schedule Earned Fee for such Unit shall be reduced by [***] per Day; and

(iii)After such thirty (30) Day period under Section 7.3.1(ii), for each additional Day that Unit 3 has not achieved Mechanical Completion, the Schedule Earned Fee for such Unit shall be reduced by [***] per Day until the Schedule Earned Fee for such Unit is reduced to Zero Dollars ($0.00).

7.3.2In the event that Mechanical Completion of Unit 3 is achieved prior to the Target Completion Date for such Unit, then the Schedule Earned Fee for such Unit shall be increased as follows:

(i)For each of the first (30) Days prior to the Target Completion Date for Unit 3 that Unit 3 has achieved Mechanical Completion, the Schedule Earned Fee for such Unit shall be increased by [***] per Day; and

(ii)If Unit 3 has achieved Mechanical Completion more than thirty (30) Days prior to the Target Completion Date for Unit 3, for each additional Day prior to such Target Completion Date that such Unit has achieved Mechanical Completion, the Schedule Earned Fee for such Unit shall be increased by [***] per Day; provided, however, that the total increase of the Schedule Earned Fee for Unit 3 shall be subject to a cap in an amount equal to twenty five percent (25%) of the Earned Fee, as calculated prior to any adjustment under this Section 7.3.2.

7.3.3In the event that Mechanical Completion of Unit 4 is not achieved by the date that is sixty (60) Days after the Target Completion Date for such Unit (such date being the “Unit 4 Trigger Date”), then the Schedule Earned Fee for such Unit shall be decreased as follows:

(i)For each of the first thirty (30) Days after the Unit 4 Trigger Date that Unit 4 has not achieved Mechanical Completion, the Schedule Earned Fee for such Unit shall be reduced by [***] per Day;

(ii)After such thirty (30) Day period under Section 7.3.3(i), for each of the next forty-five (45) Days that Unit 4 has not achieved Mechanical Completion, the Schedule Earned Fee for such Unit shall be reduced by [***] per Day; and

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(iii)After such forty-five (45) Day period under Section 7.3.3(ii), for each additional Day that Unit 4 has not achieved Mechanical Completion, the Schedule Earned Fee for such Unit shall be reduced by [***] per Day until the Schedule Earned Fee for such Unit is reduced to Zero Dollars ($0.00).

7.3.4In the event that Mechanical Completion of Unit 4 is achieved prior to the Target Completion Date for such Unit, then the Schedule Earned Fee for such Unit shall be increased as follows:

(i)For each of the first thirty (30) Days prior to the Target Completion Date for Unit 4 that such Unit has achieved Mechanical Completion, the Schedule Earned Fee for such Unit shall be increased by [***] per Day;

(ii)If Unit 4 has achieved Mechanical Completion more than thirty (30) Days prior to the Target Completion Date for Unit 4, for each of the next forty (45) Days prior to such Target Completion Date that Unit 4 has achieved Mechanical Completion, the Schedule Earned Fee for such Unit shall be increased by [***] per Day; and

(iii)If Unit 4 has achieved Mechanical Completion more than seventy-five (75) Days prior to the Target Completion Date for Unit 4, for each additional Day prior to such Target Completion Date that such Unit has achieved Mechanical Completion, the Schedule Earned Fee for such Unit shall be increased by [***] per Day; provided, however, that the total increase of the Schedule Earned Fee for Unit 4 shall be subject to a cap in an amount equal to twenty five percent (25%) of the Earned Fee, as calculated prior to any adjustment under this Section 7.3.4.

7.4Modification of Cost Earned Fee. The Cost Earned Fee shall be subject to either a reduction or increase as follows:

7.4.1If the Combined Construction Costs are greater than the sum of: (i) the Target Construction Cost; plus (ii) [***] of the Target Construction Cost (“Deadband Amount”) (such sum of the Target Construction Cost and the Deadband Amount being the “Reduction Trigger Amount;” i.e., [***] of the Target Construction Cost), then and in such event the Cost Earned Fee shall be reduced as follows:

(i)For the first [***] of Combined Construction Costs that exceed the Reduction Trigger Amount, the Cost Earned Fee shall be reduced by [***] of such excess/overrun;

(ii)If the Combined Construction Costs exceed the Reduction Trigger Amount by more than [***] , the Cost Earned Fee shall be reduced by [***] of the

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excess/overrun for the next [***] of such excess/overrun; and

(iii)If the Combined Construction Costs exceed the Reduction Trigger Amount by more than [***] , the Cost Earned Fee shall be reduced by [***] of the excess/overrun for any additional excess/overrun until the Cost Earned Fee is reduced to Zero Dollars ($0.00).

7.4.2If the Combined Construction Costs are less than the Target Construction Cost reduced by the Deadband Amount (such amount being the “Increase Trigger Amount;” i.e., [***] of the Target Construction Cost), then and in such event the Cost Earned Fee shall be increased as follows:

(i)For the first [***] by which the Combined Construction Costs are less than the Increase Trigger Amount, the Cost Earned Fee shall be increased by [***] of such underrun;

(ii)If the Combined Construction Costs are less than the Increase Trigger Amount by more than [***] , then the Cost Earned Fee shall be increased by [***] of the underrun for the next [***] of such underrun; and

(iii)If the Combined Construction Costs are less than the Increase Trigger Amount by more than [***] , then the Cost Earned Fee shall be increased by [***] of such additional underrun amount; provided, however, that the total of any such increase of the Cost Earned Fee shall be subject to a cap in an amount equal to fifty percent (50%) of the Earned Fee as calculated prior to any adjustment under this Section 7.4.2.

7.5Adjustments of Reduction and Increase Amounts and Percentages. After the adjustments to the Earned Fee for all stages of the Subcontract Scope Alignment Process have been made pursuant to Section 3.2.3, a one-time adjustment will be made as necessary to the rates of reduction of Schedule Earned Fee stated in Section 7.3.1 and Section 7.3.3 and to the rates of reduction of Cost Earned Fee stated in Section 7.4 so as to preserve the following (provided that corresponding modifications to the rates of increase shall also be made):

(a)for the Schedule Earned Fee for Unit 3, a three (3) month period beyond the Unit 3 Trigger Date over which the Schedule Earned Fee for Unit 3 is reduced to zero at rates that are proportionate to the rates set forth in Section 7.3.1;

(b)for the Schedule Earned Fee for Unit 4, a four (4) month period beyond the Unit 4 Trigger Date over which the Schedule Earned Fee for Unit 4 is reduced to zero at rates that are proportionate to the rates set forth in Section 7.3.3; and

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(c)reduction of the Cost Earned Fee to zero when the Combined Construction Costs exceed thirteen percent (13%) of the Target Construction Cost, and such reduction shall be made at rates that are proportionate to the rates set forth in Section 7.4.

7.6Determination of Final Earned Fee.

7.6.1The Parties shall cooperate in good faith to seek to agree upon the final amount of Schedule Earned Fee for each Unit within 30 Days of the Mechanical Completion Date of such Unit.

7.6.2Within 30 Days of Final Completion, Contractor shall submit a proposed final statement of Combined Construction Costs to Owners. Owners shall promptly review such statement and may conduct an audit thereof in accordance with Section 36.4. The Parties agree to utilize their best efforts to agree upon the final amount of Cost Earned Fee within 60 Days following Contractor’s submission.

7.6.3To the extent that the Parties disagree on the amount of the Scheduled Earned Fee and/or the Cost Earned Fee, Contractor shall be entitled to invoice Owners for and Owners shall pay within thirty (30) Days after such invoice any applicable Undisputed Amount pending resulting of the disagreement.

7.7Sole Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CONTRACTOR’S SOLE LIABILITY FOR SCHEDULE DELAYS AND COST OVERRUNS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE THE REDUCTION OF EACH SCHEDULE EARNED FEE IN ACCORDANCE WITH SECTION 7.3 AND THE REDUCTION OF THE COST EARNED FEE IN ACCORDANCE WITH SECTION 7.4; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT BE CONSTRUED TO LIMIT: (I) ANY OF CONTRACTOR’S OBLIGATIONS UNDER THIS AGREEMENT THAT REQUIRE CONTRACTOR TO OBTAIN OWNERS’ APPROVAL FOR CERTAIN COSTS OR THAT REQUIRE CONTRACTOR TO PERFORM AN OBLIGATION IN A SPECIFIC TIME PERIOD; (II) CONTRACTOR’S OBLIGATIONS UNDER SECTION 2.21 AND SECTION 3.3.1; (III) THE PROVISIONS THAT PERTAIN TO REIMBURSABLE COSTS UNDER SECTION 7.1.1; AND (IV) OWNERS’ RIGHTS TO TERMINATE THIS AGREEMENT AND THE RIGHTS AND REMEDIES OF OWNERS AS A RESULT OF SUCH TERMINATION AS PROVIDED IN ARTICLE 21.

ARTICLE 8

BILLING AND PAYMENTS

8.1Respective Payment Responsibility. Owners shall be severally, not jointly, liable for the payments due hereunder; provided, however, that GPC shall act on behalf of all Owners for purposes of the receipt of invoices and aggregating the payments received from the Owners prior to making payment in accordance with the provisions of this Agreement. Each individual Owner is responsible for that percentage of the amounts payable to Contractor hereunder that is equivalent to such individual Owner’s respective Ownership Interest at the time such payment obligation accrues. In the event that an Owner does not pay in full the amount that is due from

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such Owner, and another Owner does not make such payment on behalf of such non-paying Owner, GPC shall notify Contractor no later than the due date for the payment of the identity of the Owner(s) that did not pay in full and the amount of such shortfall in payment from such Owner(s).

8.2Monthly Payment for Estimated Reimbursable Costs.

8.2.1Prior to the Effective Date, Contractor has provided Owners with a funding request for the estimated Reimbursable Costs for the balance of October 2017 and for the entire calendar month of November 2017 (the “Initial Funding Request”). Owners will make payment of the funds requested in the Initial Funding Request no later than two (2) Days after the Effective Date. Thereafter and beginning with the calendar month following the Effective Date, on or before the tenth (10th) Day of each calendar month, Contractor shall provide Owners with a monthly funding request in the format set forth in Exhibit O (“Monthly Funding Request”) that sets forth Contractor’s good faith estimate of Reimbursable Costs expected to be incurred during the immediately following calendar month (each such period being referred to as a “Monthly Funding Period”). Each Monthly Funding Request shall include a statement certifying that the request includes only Reimbursable Costs that are estimated to be incurred during the next Monthly Funding Period. An example of the process for Monthly Funding Requests, the payment thereof, and the reconciliation and invoicing under Section 8.3, is included in Exhibit O.

8.2.2Subject to the right of Owners to dispute a Monthly Funding Request to the extent that the funds requested materially differ from the amounts previously indicated by Contractor pursuant to Section 8.2.3 below or do not comply with the terms and conditions of this Agreement, the amount of Reimbursable Costs set forth in each Monthly Funding Request shall be due from Owners within fifteen (15) Days following receipt of the request.

8.2.3With each Monthly Funding Request issued pursuant to Section 8.2.1, Contractor shall also provide to Owners a good faith estimate of expected Reimbursable Costs for each of the three (3) Monthly Funding Periods following the Monthly Funding Period for which such Monthly Funding Request applies, in the same format as the Monthly Funding Request.

8.2.4An expected funding profile for the funding of estimated Reimbursable Costs and Fee payments for each year, through the Target Completion Date for each Unit (as of the Effective Date) will be provided by Contractor within thirty (30) Days after the Effective Date. Such expected funding profile will be jointly reviewed by the Parties on an annual basis and adjustments to such funding profile shall be made accordingly based on progress made in performance of the Work and projected Reimbursable Costs and Fee payments.

8.2.5Contractor will be responsible for making timely recommendations to Owner as to the amounts that should be paid to (or as appropriate withheld from) Contractor-Managed Subcontractors at least twenty (20) Days in advance of payment due dates under the relevant Contractor-Managed Subcontracts, so as to permit Owners to arrange timely payment. Owners will be responsible for making payment to Contractor-Managed Subcontractors by way of direct payment to such subcontractors.

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8.3Monthly Invoices.

8.3.1With each Monthly Funding Request under Section 8.2.1, commencing with the second Monthly Funding Request, Contractor shall submit the following to Owners:

(i)a statement of Reimbursable Costs incurred for the preceding calendar month (or, in the case of the Initial Funding Request, for the period covered by the Initial Funding Request), including: (a) a reconciliation of such statement of Reimbursable Costs against the funds previously provided by the Owners for such period; and (b) identification of the amount to be paid by the Owners or credited to the Owners based on such reconciliation; and

(ii)an invoice for the monthly installment of the Base Fee to be paid as set forth in Section 8.4 below;

(iii)a separate invoice for:

(a)as applicable, the quarterly amount of each Schedule Earned Fee to be paid as set forth in Section 8.5 below; and

(b)as applicable, the quarterly amount of the Cost Earned Fee to be paid as set forth in Section 8.5 below.

8.3.2Except for amounts that are disputed by Owners under Section 8.9, the amounts set forth in each invoice under this Section 8.3 shall be due from Owners within fifteen (15) Days following receipt of the invoice.

8.4Payment of Base Fee. The Base Fee shall be paid to Contractor by Owners each month until the month following achievement of Final Completion in monthly installments. Each monthly installment of the Base Fee shall be equal to a portion of the Base Fee such that, after such installment is paid, Owners shall have paid to Contractor a total portion of Base Fee that is equal to the product of: (i) the Cumulative Final Completion Percentage as of end of the month prior to the invoice date; multiplied by (ii) the total Base Fee.

8.5Provisional Payments of Schedule Earned Fee and Cost Earned Fee. Owners shall pay to Contractor the Schedule Earned Fee for each Unit and the Cost Earned Fee on a provisional basis, in quarterly installments as provided below. The fourth (4^th) calendar quarter of 2017 shall be the first quarter for which such provisional installment shall be paid, which shall be invoiced by Contractor with the Monthly Funding Request issued in January of 2018. Each quarterly installment shall be invoiced by Contractor to Owners with the first Monthly Funding Request in each calendar quarter under Section 8.3.1. Each such quarterly installment shall be determined as follows:

(i)Each quarterly installment of the Schedule Earned Fee for each Unit shall be equal to a portion of the Schedule Earned Fee for such Unit such that, after such installment is paid, Owners shall have paid to Contractor a total portion of Schedule Earned Fee for such Unit that is equal to the product of: (i) the Cumulative Mechanical Completion

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Percentage for such Unit as of the end of the previous calendar quarter; multiplied by (ii) the total amount of the Schedule Earned Fee for such Unit (excluding any adjustments to the Schedule Earned Fee under Section 7.3). If the Project Schedule shows that Mechanical Completion of a Unit will not be achieved by the Trigger Date for that Unit, then the amount of the quarterly payment of Schedule Earned Fee for that Unit will be reduced to an amount consistent with the reduced Schedule Earned Fee expected to be earned by Contractor, and future quarterly payments of Schedule Earned Fee for that Unit will similarly be reduced, provided that if a later forecast shows that Mechanical Completion of such Unit will be achieved by the Trigger Date then (i) Contractor will be paid an amount corresponding to the reduced portions of prior quarterly payments of Schedule Earned Fee for that Unit and (ii) future quarterly payments of Schedule Earned Fee for that Unit will be paid without such reduction, unless a future forecast shows that Mechanical Completion of a Unit will not be achieved by the Trigger Date for that Unit.

(ii)Each quarterly installment of the Cost Earned Fee shall be equal to a portion of the Cost Earned Fee such that, after such installment is paid, Owners shall have paid to Contractor a total portion of Cost Earned Fee that is equal to the product of: (i) the Cumulative Final Completion Percentage as of the end of the previous calendar quarter; multiplied by (ii) the total amount of the Cost Earned Fee (excluding any adjustments to the Cost Earned Fee under Section 7.4). If the Project Cost Forecast shows that the Combined Construction Costs will exceed the Reduction Trigger Amount, then the amount of the quarterly payment of Cost Earned Fee will be reduced to an amount consistent with the reduced Cost Earned Fee expected to be earned by Contractor based on the Project Cost Forecast, and future quarterly payments of Cost Earned Fee will similarly be reduced, provided that if a later Project Cost Forecast shows that the Combined Construction Costs will not exceed the Reduction Trigger Amount then (i) Contractor will be paid an amount corresponding to the reduced portions of prior quarterly payments and (ii) future quarterly payments of Cost Earned Fee will be paid without reduction, unless a future forecast shows that the Combined Construction Costs will exceed the Reduction Trigger Amount.

8.6Late Payment. If for any reason Owners fail to pay Contractor for any sums due and owing by the due date, Contractor will be entitled to interest thereon at the Interest Rate, calculated from the date payment was due. If Owners fail to make payment of an Undisputed Amount on the due date and thereafter such amount continues to be unpaid for fourteen (14) Days after Contractor provides notice to Owners, Contractor shall have the right to suspend performance of the Work until such time as such payment is made. For the avoidance of doubt, if any Owner fails to make payment of its portion of an Undisputed Amount within such fourteen (14) Day period, and another Owner does not make payment of such amount not paid within such fourteen (14) Day period, Contractor shall be entitled to exercise the foregoing rights even if the other Owner(s) make payment of the amounts for which they are responsible.

8.7Reconciliation of Schedule Earned Fee and Cost Earned Fee.

8.7.1After the amount of the Schedule Earned Fee for a Unit is finally determined per Section 7.6, to the extent that the aggregate of the installments of the Schedule Earned Fee for such Unit provisionally paid by the Owners under Section 8.5 is more than the amount of the Schedule Earned Fee for such Unit so determined to have been earned by Contractor pursuant to

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Section 7.3, then Contractor shall within 30 Days thereafter refund the difference to Owners, with interest at the Interest Rate. Owners may alternatively withhold such difference from any amount payable to Contractor.

8.7.2After the amount of the Schedule Earned Fee for a Unit is finally determined per Section 7.6, to the extent that the aggregate of the installments of the Schedule Earned Fee for such Unit provisionally paid by the Owners under Section 8.5 is less than the amount of the Schedule Earned Fee for such Unit so determined to have been earned by Contractor pursuant to Section 7.3, then within thirty (30) Days thereafter, Owners shall make payment of the difference to Contractor (including any increased amount of Schedule Earned Fee to which Contractor is entitled under Section 7.3).

8.7.3After the amount of the Cost Earned Fee is finally determined after Final Completion per Section 7.6, to the extent that the aggregate of the installments of the Cost Earned Fee provisionally paid by the Owners under Section 8.5 is more than the amount of the Cost Earned Fee so determined to have been earned by Contractor pursuant to Section 7.4, then Contractor shall within 30 Days thereafter refund the difference to Owners, with interest determined in accordance with Section 8.6. Owners may alternatively withhold such difference from any amount payable to Contractor.

8.7.4After the amount of the Cost Earned Fee is finally determined after Final Completion per Section 7.6, to the extent that the aggregate of the installments of the Cost Earned Fee provisionally paid by the Owners under Section 8.5 is less than the amount of the Cost Earned Fee so determined to have been earned by Contractor pursuant to Section 7.4, then within thirty (30) Days thereafter, Owners shall make payment of the difference to Contractor (including any increased amount of Cost Earned Fee to which Contractor is entitled under Section 7.4).

8.7.5In order to secure the potential repayment under this Section 8.7 of the Schedule Earned Fee for each Unit and/or the Cost Earned Fee, Contractor shall provide an Eligible Letter of Credit to Owners and maintain such Eligible Letter of Credit to secure such potential repayment (the “Repayment Letter of Credit”) until the amount of the Cost Earned Fee and the amount of the Schedule Earned Fee for each Unit are finally determined and such repayment (if required) is made. The Repayment Letter of Credit shall initially be in the amount of the aggregate of the Schedule Earned Fee payments and the Cost Earned Fee payments expected to be paid to Contractor in the first twelve (12) months after the Effective Date. The amount of the Repayment Letter of Credit shall thereafter be adjusted annually, such that the adjusted value reflects the aggregate of the amounts of the Earned Fee theretofore paid to Contractor and thereafter expected to be paid to Contractor in the following twelve (12) months.

8.7.6Owners shall only be permitted to draw upon the Repayment Letter of Credit as follows:

(i)Should Contractor fail to pay the refund amount(s) and applicable interest as determined in accordance with Section 8.7.1 and/or Section 8.7.3, Owners will be entitled to draw on the Repayment Letter of Credit for the amount of the repayment owed by Contractor pursuant to Section 8.7.1 and/or Section 8.7.3.

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(ii) If at any time the Repayment Letter of Credit is within sixty (60) Days of expiry, expiration or termination (such sixtieth (60^th) Day being the “Renewal Date”) and a Repayment Letter of Credit is still required to be maintained under Section 8.7.5, and a substitute or replacement Repayment Letter of Credit that satisfies the requirements of this Agreement as to form, issuer and amount has not been provided by the Day that is fourteen (14) Days after the Renewal Date, Owners shall be entitled to draw upon the full amount of the Repayment Letter of Credit.

8.7.7Owners may draw upon the Repayment Letter of Credit as provided in Section 8.7.6 regardless of whether a Contractor Event of Default has been declared.

8.8Final Payment.

8.8.1Following the later of (i) the conclusion of Commissioning and Startup Support as confirmed by Owners in writing, and (ii) achievement of Final Completion, Contractor shall submit to Owners an invoice for the final payments due under this Agreement (the “Final Payment Invoice”), which shall set forth the remaining amounts due to it pursuant to this Agreement.

8.8.2When submitting the Final Payment Invoice, Contractor shall: (i) submit a written discharge, in form and substance reasonably satisfactory to both Parties, confirming that the total of such invoice represents full and final settlement of the monies due to Contractor for the applicable Work under this Agreement, except with respect to amounts in dispute that are identified in such discharge, and (ii) include the lien waivers, releases and Contractor’s affidavit required by Section 8.11(ii) conditioned on Contractor receiving payment pursuant to such invoice.

8.8.3Payment of the Undisputed Amount portions of the Final Payment Invoice shall be due from Owners within thirty (30) Days following receipt of the invoice. Contractor’s acceptance of payment of such invoice will constitute a waiver of all Claims by Contractor for payment for the applicable Work against Owners (both existing at time of acceptance and arising thereafter), except those previously made in writing and identified by Contactor as unsettled at the time of final payment.

8.9Payment Disputes.

8.9.1In the event that Owners dispute any Monthly Funding Request submitted by Contractor under this Agreement, or contend that such Monthly Funding Request is otherwise not in accordance with this Agreement, Owners shall provide notice to Contractor within ten (10) Days after submission to Owners that provides an explanation of the basis for such dispute or contention; provided, however, that the failure of Owners to provide such notice within such time period shall not waive Owners’ right to later dispute the amounts set forth in such Monthly Funding Request, and shall in no way limit Owners’ rights under this Agreement to later audit any Reimbursable Costs and require adjustments to such Reimbursable Costs or amounts paid based on the results and findings of such audit.

8.9.2Owners may withhold payment of any disputed amount until the dispute is resolved by agreement of the Parties or pursuant to the dispute resolution provisions contained in

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Article 38 of this Agreement; provided, however, that payment shall not waive Owners’ right to dispute the payment of Reimbursable Costs or invoiced amounts for any reason in accordance with this Agreement. In the event that Owners dispute only a portion of any Monthly Funding Request or invoice submitted by Contractor under this Agreement, Owners shall make payment of the undisputed portion by the payment due date. Notwithstanding Owners’ dispute of a Monthly Funding Request or invoice (or any portion thereof) pursuant to this Section 8.9, Contractor shall continue the performance of the Work pursuant to this Agreement. Within ten (10) Business Days after: (i) an agreement of the Parties resolving a dispute is reached; or (ii) resolution of such dispute under Article 38, Contractor shall refund any amount by which it was overpaid (or Owners may elect to offset or recoup such amount against any amounts owed to Contractor) or Owners shall pay any additional amounts due Contractor, as applicable, to the extent provided for in such agreement or dispute resolution determination. All such payments, offset or recoupment shall include the payment of interest at the Interest Rate. For refunds owed by Contractor to Owners, interest shall accrue from the date Owners made the underlying payment to Contractor to the date Contractor refunds such amount to Owners (or such amount is offset or recouped by Owners). For all other amounts owed, interest shall accrue from the date the payment was originally due until the date the payment is made.

8.10Supporting Documentation. Contractor shall submit statements and invoices under Section 8.3 in the format set forth in Exhibit P. With each such statement and invoice, Contractor shall provide to Owners copies of all Supporting Documentation, as defined herein, in Excel format and all source documentation in a PDF format, and such additional documentation and materials as Owners may reasonably require to substantiate such statement and invoice. “Supporting Documentation” means, with respect to any statement and invoice, all information in detail sufficient to substantiate and justify the amounts set forth in such statement and invoice, including:

(i)employee time sheets, including employee name, employee ID number, employee title, actual salaries and wages as applicable, appropriate WBS cost code indicating work area and hours worked;

(ii)detail for Contractor-supplied Construction Equipment charges, including equipment type, equipment ID number and applicable cost or rental rate; and

(iii)vendor invoices for material purchases, including material description per item, quantities per item, freight, and sales taxes.

8.11Conditions of Payments.

8.11.1Required Submittals. Owners shall not be required to make any payment to Contractor pursuant to this Article 8 if Contractor has not provided the submittals described in this Section:

(i)Interim Lien Waivers and Releases. In order to be valid, each invoice submitted by Contractor must be accompanied by interim lien waivers and releases, in the form and substance as set forth in Exhibit Q, executed by Contractor and Subcontractors having subcontracts exceeding [***],

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with respect to the Work completed prior to the date of such invoice;

(ii)Final Lien Release; Contractor’s Affidavit. In order to be valid, Contractor’s invoice for any final payment from Owners under the Agreement must be accompanied by (A) lien releases and waivers executed by Contractor, and all Subcontractors having subcontracts exceeding [***] in the form and substance as set forth in Exhibit Q and (B) Contractor’s affidavit in the form and substance as set forth in Exhibit Q executed by Contractor.

8.11.2Withholding to Protect Owners from Loss. Owners may, without prejudice to any other rights Owners may have, withhold all or any portion of any payment to such extent as may be necessary in Owners’ reasonable opinion to protect Owners from loss due to Liens filed by Contractor, any of its Subcontractors, or any of their Personnel against either the Facility, the Site, Construction Site or any other property of Owners other than Liens filed as a result of Owners’ breach of their obligations to make payments to Contractor hereunder. When Contractor has remedied the cause for withholding any payment and has furnished evidence of such remedy that is satisfactory to Owners, Owners will make the payment so withheld to Contractor within thirty (30) Days following Owners’ receipt of such evidence. If Contractor, after receipt of notice from Owners, fails or refuses to remedy the cause for withholding such payment within the time specified in the notice, then Owners may, without prejudice to any other rights Owners may have, remedy it and charge Contractor for the cost of such remedy including Owners’ expenses, such as attorneys’ fees and other legal fees and disbursements. Such action by Owners will not be or be considered to be a waiver of any default by Contractor under this Agreement.

8.11.3Lien Bonds. Owners shall release any payments withheld due to any Lien if Contractor provides to Owners at Contractor’s sole expense (i) a lien bond which is (A) issued by a surety company reasonably acceptable to Owners, (B) in form and substance satisfactory to Owners, and (C) in an amount not less than [***] of such Lien Claim or (ii) cash or a letter of credit or other security in form and substance satisfactory to Owners in an amount not less than [***] of such Lien Claim. By posting a lien bond, however, Contractor shall not be relieved of any obligations (including its indemnity obligations) under this Agreement.

8.11.4Set Off. Owners may set off any sums due and payable by Contractor to Owners under this Agreement against any payments due to Contractor under this Agreement.

8.11.5Effect of Payment. Owner’s payment of an invoice, Monthly Funding Request or any portion thereof shall not constitute an acceptance of any of the Work furnished by Contractor, shall not constitute approval or acceptance of any item or cost in such invoice or Monthly Funding Request, nor shall it shall relieve Contractor of any of its obligations or liabilities under this Agreement. No such payment will constitute a waiver of any Claim which Owners may have against Contractor, including a Claim for defective or non-conforming Work (whether existing at the time of the payment or arising thereafter), regardless of whether the facts of such Claim were known to Owners at the time payment was made.

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ARTICLE 9

PROJECT SCHEDULE

9.1Baseline Schedule. Notwithstanding the Unit 3 and Unit 4 Target Completion Dates, the Parties agree to utilize an “early target” as the Baseline Schedule, which as of the Effective Date is premised upon Mechanical Completion for each of Unit 3 and Unit 4 being achieved two (2) months earlier than the respective Target Completion Date for each of Unit 3 and Unit 4 (“Early Completion Targets”) (each such two month period is referred to herein as “Schedule Contingency”). For purposes of this Agreement, Schedule Contingency is considered to be for the exclusive use and benefit of Contractor.

9.2Baseline Schedule Revision.

9.2.1Contractor acknowledges and agrees that it has reviewed the Baseline Schedule as of the Effective Date, and:

(a) represents and warrants that as of the Effective Date, such Baseline Schedule (including the schedule, sequence and duration of all testing, start-up and commissioning activities) supports the Contractor’s performance of Work on a schedule for each Unit to achieve Mechanical Completion by the Early Completion Targets, provided that all of the engineering deliverables and procurement activities (which excludes testing, start-up and commissioning activities) (“Owner E&P Activities”) are provided in a timeframe that supports such schedule.

(b) acknowledges and agrees that certain Owner E&P Activities either have not been incorporated into the Baseline Schedule as of the Effective Date or, as currently scheduled, may not support the Contractor’s performance of Work on a schedule for each Unit to achieve Mechanical Completion by the Early Completion Targets.

Accordingly, during a period of no more than one hundred eighty (180) Days after the Effective Date, in consultation with Contractor, Owners agree to use commercially reasonable efforts to add and/or revise Owner E&P Activities within the Baseline Schedule in a manner that supports Contractor’s performance of the Work on a schedule for each Unit to achieve Mechanical Completion by the Early Completion Targets. Contractor shall cooperate in this process and reasonably accommodate related adjustments in Contractor activities in the Baseline Schedule to support achieving this objective. Owners shall notify Contractor when the above process under this Section 9.2.1 is completed and provide Contractor the proposed revised Baseline Schedule that includes the Owner E&P Activities as added and/or revised under this Section 9.2.1.

9.2.2For purposes hereof, the “Baseline Schedule Revision Period” shall mean the period of time from the Effective Date until the later of: (i) the Day on which Contractor notifies Owners under Section 9.3.2 that the proposed revised Baseline Schedule provided by Owners under Section 9.2.1 is acceptable, or (ii) if Contractor notifies Owners under Section 9.3.2 that the proposed revised Baseline Schedule is not acceptable, the conclusion of the process set forth in Section 9.3 and establishment of a revised Baseline Schedule pursuant to such provisions.

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9.2.3Without prejudice to Contractor’s right to claim an Adjustment Event under Section 9.5 following the Baseline Schedule Revision Period, Contractor agrees that during the Baseline Schedule Revision Period, it shall not assert that any Adjustment Event occurring during the Baseline Schedule Revision Period should adjust the Target Completion Dates, the Target Construction Cost or the Baseline Schedule; provided that during the Baseline Schedule Revision Period, Contractor shall provide notice to Owners of any circumstances or events that Contractor believes may constitute Adjustment Events to be considered under Section 10.4 or 11.4 (except that Contractor shall not be required to provide the information required under Section 10.4.3 or Section 11.4.3 until after the Baseline Schedule Revision Period).

9.3Requirements and Process for Revised Baseline Schedule Adjustments.

9.3.1Contractor shall be entitled to an equitable adjustment of the proposed revised Baseline Schedule to the extent that Contractor is able to demonstrate that the aggregate effect of the Owner E&P Activities within the revised Baseline Schedule provided by Owners under Section 9.2.1 and/or any Subcontract Scope Schedule Impacts under Section 3.2.3 and Section 3.2.4:

(a) will have a material adverse impact on Contractor’s ability to perform the Work, or any Contractor-Managed Subcontractor’s ability to perform its work, on a schedule for a Unit to achieve Mechanical Completion by its Early Completion Target, and

(b) results in a delay to the critical path for a Unit to achieve Mechanical Completion by its Early Completion Target (a “Revised Baseline Schedule Impact”).

For the avoidance of doubt, Contractor shall not be entitled to any such adjustment of the proposed revised Baseline Schedule, and no Revised Baseline Schedule Impact shall occur, to the extent that (i) Contractor’s representation set forth in Section 9.2.1(a) is found to be incorrect or (ii) Contractor requests changes in writing to the proposed revised Baseline Schedule during the process described in Section 9.2.1.

9.3.2Within twenty-one (21) Days after Owners provide notice and the proposed revised Baseline Schedule under Section 9.2.1, Contractor shall provide written notice to Owners that either: (i) Contractor accepts such proposed revised Baseline Schedule, in which case such proposed revised Baseline Schedule shall become the Baseline Schedule under this Agreement, or (ii) Contractor does not accept such proposed revised Baseline Schedule, in which event the remainder of this Section 9.3 shall apply, and the revised Baseline Schedule that results from the application of Section 9.3.4 or Section 9.3.5 shall become the Baseline Schedule under this Agreement. If Contractor does not accept the proposed revised Baseline Schedule, then concurrently with such notice, Contractor shall provide Owners a detailed description of: (i) each asserted Revised Baseline Schedule Impact and the resulting asserted adjustment required to the proposed revised Baseline Schedule; (ii) the specific reasons why each asserted Revised Baseline Schedule Impact has or will impact Contractor’s ability to perform Work in accordance with a schedule to achieve Mechanical Completion of the Units by the Early Completion Targets, with

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particular focus on the specific activities on the critical path adversely affected; and (iii) other information reasonably requested by Owners.

9.3.3As promptly as possible following notice (if any) under Section 9.3.2 that Contractor does not accept the proposed revised Baseline Schedule provided by Owners under Section 9.2.1, Contractor and Owners shall confer with respect to potential measures to mitigate or avoid adverse effects from the asserted Revised Baseline Schedule Impacts, including added cost and delay tradeoffs to minimize the effects on Contractor’s ongoing and planned activities. Contractor shall implement reasonable measures for mitigating the effects of any Revised Baseline Schedule Impacts, including (in consultation with Owners) mitigation measures that may involve significant added expenditures in order to avoid or minimize critical path delays. To the extent that Contractor demonstrates that such mitigation measures will result in a material increase to the Combined Construction Costs, Contractor shall be entitled to an equitable increase of the Target Construction Cost pursuant to Section 9.4.

9.3.4Owners and Contractor agree to cooperate in good faith to resolve any disagreement regarding adjustments to the proposed revised Baseline Schedule as a result of asserted Revised Baseline Schedule Impacts as promptly as practicable, considering the complexity of the events involved. If there has been no resolution of such disagreement within thirty (30) Days after Contractor’s notice under Section 9.3.2, then either Party may at any point thereafter initiate the expedited hearing procedure under the DRB Procedures with respect to the disagreement. During the pendency of such disagreement until final resolution, Contractor shall not suspend or slow performance of any Work, or the work of any Contractor-Managed Subcontractor, on account of the disagreement unless directed to do so by Owners pursuant to Section 21.1.

9.3.5With respect to any asserted Revised Baseline Schedule Impacts that are the subject of an agreed resolution, a DRB determination, or an arbitration award, such resolution, determination or award shall have effect as of the date agreed or rendered. All adjustments to the Baseline Schedule as a result of such resolution shall be set forth in a Change Order signed by the Parties, but noting, to the extent that adjustments are the result of DRB determination(s), that the adjustments remain subject to arbitration as provided in Article 38.

9.3.6In the event that the Baseline Schedule is revised pursuant to this Section 9.3 as a result of an asserted Revised Baseline Schedule Impact, and as a result the schedule for Mechanical Completion of a Unit under such revised Baseline Schedule is delayed until after the Early Completion Target for such Unit, then the Target Completion Date for such Unit shall be extended for a period equal to such delay, provided that no extension shall be due to the extent that (i) the Project Schedule as of the date of Contractor’s notice under Section 9.3.2 projects Mechanical Completion of such Unit being delayed to a date after the Early Completion Target for such Unit and (ii) such delay is attributable to a delay in performance of the Work which is not attributable to an Adjustment Event.

9.4Adjustment of Target Construction Cost. To the extent that Contractor demonstrates that: (i) the revised Baseline Schedule under this Agreement (as determined pursuant to the first sentence of Section 9.3.2) will result in a material increase to the Combined Construction Costs, (ii) Contractor’s accommodation of adjustments in Contractor activities pursuant to Section 9.2.1, or (iii) Contractor’s implementation of measures for mitigating the

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effects of any Applicable Baseline Schedule Impacts under Section 9.3.3 will result in a material increase to the Combined Construction Costs, then Contractor shall be entitled to an equitable increase of the Target Construction Cost. In such event, an Adjustment Event shall be deemed to have occurred and Contractor may proceed under Section 11.4.

9.5Adjustment Events. Upon the conclusion of the Baseline Schedule Revision Period (including, if applicable, adjustments made per Section 9.3), to the extent that Contractor believes that any Adjustment Events occurred during the Baseline Schedule Revision Period (other than an Adjustment Event under Section 9.4, which shall be dealt with under Section 9.4), Contractor may proceed under Sections 10.3 and 10.4 and/or Sections 11.3 and 11.4, as applicable.

9.6Project Schedule Management.

9.6.1Following the Effective Date, the Project Schedule shall be updated at least monthly to reflect progress. The Level 3 versions of the Project Schedule shall be consistent with the Level 2 version at all times. Owners shall be responsible for management and maintenance of the Level 1 and Level 2 versions of the Project Schedule, including data inputs and schedule modifications, and at Owners’ election may utilize a separate contractor to provide such services.

9.6.2Contractor shall be responsible for management and maintenance of the Level 3 version of the Project Schedule with respect to the Work, and any more detailed working-level schedules. Contractor may revise activities, activity durations and sequences in the Level 3 version as such activities pertain to the Work, as needed to reflect its current construction plans and expectations without the consent of Owners, so long as such revisions do not affect the Level 2 Project Schedule. Owners shall have responsibility for the management and maintenance of the Level 3 Project Schedule as it pertains to Owner E&P Activities, and Contractor shall not revise any activity, activity durations or sequences in the Level 3 schedule that are outside of its scope of Work.

9.7Revisions to Baseline Schedule. The Baseline Schedule shall be modified in order to reflect:

(i)adjustments to the Baseline Schedule as a result of Adjustment Events pursuant to Article 10, and

(ii)adjustments to the Baseline Schedule made pursuant to Section 9.3.

No other revisions to the Baseline Schedule may be made except as mutually agreed by the Parties or made pursuant to Article 38.

Additionally, to the extent that an adjustment of the Baseline Schedule is made by agreement (and not due to the application of Section 9.7(i) or (ii) or as a result of Article 38), no adjustment to either Target Completion Date will be made except as mutually agreed by the Parties. An adjustment to the Baseline Schedule made in accordance with this Section shall not imply or require an adjustment to either Target Completion Date, except to the extent that the standard for adjustment of a Target Completion Date as set forth in Section 9.3 or 10.3 is met.

Baseline Schedule adjustments as determined by the DRB or modified in arbitration per

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Article 38, shall be promptly reflected in the Baseline Schedule following such agreement or determination.

9.8Schedule Recovery Plans.

9.8.1If, during the performance of the Work, Contractor is delayed such that Mechanical Completion of a Unit is projected to be achieved after the Target Completion Date for such Unit (as indicated in the current Project Schedule) Owners may require Contractor to prepare a proposed plan that feasibly explains how Contractor will improve schedule progress to achieve Mechanical Completion for such Unit by its Target Completion Date (each such plan a “Recovery Plan”), and Contractor will participate in such meetings as Owners may reasonably require in connection with the preparation and implementation of such Recovery Plan.

9.8.2Contractor will submit its proposed Recovery Plan to Owners within a reasonable period of time (considering the complexity of the issues involved) after Owners provide notice to Contractor’s Authorized Representative, but not more than thirty (30) Days after notification by Owners of such request for a Recovery Plan; provided that in the event Contractor does not submit a Recovery Plan within thirty (30) Days of Owners’ request, Owners shall be entitled to withhold future provisional payments of the portion of the Schedule Earned Fee with respect to the Unit in question until a Recovery Plan is approved (approval not to be unreasonably withheld). Upon receipt of such proposed Recovery Plan, Owners will review and comment upon the same within ten (10) Days. Contractor will accept and incorporate Owners’ reasonable comments and resubmit, within ten (10) Days of receiving such comments, the proposed Recovery Plan to Owners. Contractor will implement the approved Recovery Plan, and will use commercially reasonable efforts to adhere to such Recovery Plan in order to achieve Mechanical Completion of such Unit by the Target Completion Date for such Unit. Owners’ approval of the Recovery Plan will not relieve Contractor of any of its obligations under this Agreement. Additional costs associated with implementing an approved Recovery Plan shall be Reimbursable Costs, and any schedule revisions set forth in an approved Recovery Plan shall be promptly incorporated into the Project Schedule.

9.8.3Owners may request that Contractor accelerate any aspect of the Work. Contractor shall use commercially reasonable efforts to meet Owners’ request.

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ARTICLE 10

TARGET COMPLETION DATES AND GROUNDS FOR ADJUSTMENTS

10.1Target Completion Dates. Subject to adjustment as provided in this Article, the Target Completion Date for Unit 3 shall be May 31, 2020, and the Target Completion Date for Unit 4 shall be May 31, 2021.

10.2Adjustments to Target Completion Dates. The Target Completion Dates shall be subject to adjustment only as follows:

(i)adjustments made in accordance with Section 9.3; and

(ii)adjustments made for Adjustment Events in accordance with the procedure and applicable standards set forth in Section 10.4.

10.3Adjustment Events. In the event of occurrence of an Adjustment Event, that Contractor demonstrates: (i) has a material adverse impact on Contractor’s ability to perform the Work or on a Contractor-Managed Subcontractor’s ability to perform its work in accordance with the Project Schedule in effect as of the Adjustment Event; and (ii) causes a delay to the critical path in the Project Schedule for achievement of either or both Unit Mechanical Completion Dates, Contractor shall be entitled to equitable adjustment of the Target Completion Dates and the Baseline Schedule to the extent of such critical path impact. Provided, however, to the extent a delay due to an Adjustment Event runs concurrently with a delay not due to an Adjustment Event, Contractor shall not be entitled to such an adjustment or time-related cost adjustment for the period of such concurrent delay. In addition, for the avoidance of doubt, in the event of a concurrent delay resulting from two or more Adjustment Events, Contractor is only entitled to such an adjustment to the extent of the impact to the critical path, without duplication.

10.4Requirements and Process for Target Completion Date Adjustments.

10.4.1Notice. Contractor shall provide written notice to Owners of the occurrence of an event that Contractor considers an Adjustment Event as promptly following such event as practicable, but in any case within twenty-one (21) Days of when Contractor became aware of such event and that it was likely to have a material impact.

10.4.2Consultation and Mitigation. As promptly as possible following any such notice, Contractor and Owners shall confer with respect to potential measures to mitigate or avoid adverse effects from the asserted Adjustment Event, including added cost and delay tradeoffs to minimize the effects on Contractor’s ongoing and planned activities. Contractor is responsible for implementing all reasonable measures for mitigating the effects of any Adjustment Event, including (in consultation with Owners) mitigation measures that may involve significant added expenditures in order to avoid or minimize critical path delays.

10.4.3Request Submission. As promptly as practicable following such notice, but in any case within thirty (30) days after such notice unless otherwise agreed by Owners, Contractor shall provide Owners its request for adjustment with respect to any asserted Adjustment Event, to include: (i) a detailed description of the asserted Adjustment Event, (ii) the specific reasons why

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the asserted Adjustment Event has or will impact Contractor’s performance, with particular focus on the specific activities on the critical path adversely affected; (iii) a schedule analysis based on the Project Schedule identifying the specific critical path activity impact(s) asserted and their extent; (iv) the asserted adjustment required to the Baseline Schedule and the Target Completion Date(s); (v) an explanation of Contractor’s mitigation efforts and strategy to minimize the impact of the asserted Adjustment Event; and (vi) relevant documentation supporting Contractor’s factual assertions.

10.4.4Review by Owners. Owners shall promptly review Contractor’s submission in accordance with Section 10.4.3, and may request additional information or conduct its own independent review or analysis of the asserted Adjustment Event and its impact. Any adjustment to which the Contractor may be entitled for an Adjustment Event shall not include a time extension to the extent Contractor failed to implement reasonable mitigation measures to mitigate the effects of the Adjustment Event.

10.4.5Prompt Resolution. Owners and Contractor agree to cooperate in good faith to reach agreed resolution of any adjustment(s) for asserted Adjustment Events as promptly as practicable, considering the complexity of the events involved. If there has been no resolution of such adjustments 60 days after submission of the information required by Section 10.4.3, Contractor may at any point thereafter initiate the expedited hearing procedure under the DRB Procedure with respect to the asserted adjustment. During the pendency of any asserted adjustment until final resolution, Contractor shall not suspend or slow performance of any Work on account of the dispute related to the asserted Adjustment Event unless directed to do so by Owners pursuant to Section 21.1.

10.4.6Effective Date of Adjustments. With respect to any asserted Adjustment Event that is the subject of an agreed resolution, a DRB determination (pursuant to either the expedited or regular hearing procedures under the DRB Procedure), or an arbitration award, which affects the Target Completion Date(s), or the Baseline Schedule, such resolution, determination or award shall have effect as of the date agreed or rendered. All adjustments shall be set forth in a Change Order signed by the Parties, but noting, to the extent that adjustments are the result of DRB determination(s), that the adjustments remain subject to arbitration as provided in Article 38.

ARTICLE 11

TARGET CONSTRUCTION COST AND ADJUSTMENTS

11.1Target Construction Cost. Exhibit M sets forth: (i) the amounts that comprise each category of Target Construction Cost; and (ii) Excluded Costs.

11.2Adjustments to Target Construction Cost. The Target Construction Cost shall be subject to adjustment only as follows:

(i)adjustments made in accordance with the Subcontract Scope Alignment Process set forth in Section 3.2.3;

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(ii)adjustments made for Adjustment Events in accordance with the procedure and applicable standards set forth in Section 11.4 (including as a result of the application of Section 9.4); and

(iii)the Target Construction Cost shall be decreased or increased (as applicable) to reflect the addition or reduction of personnel after the Effective Date that are seconded to Contractor under the Amended and Restated Staff Augmentation Agreement, in an amount determined consistent with the basis used to determine the costs included in the initial Target Construction Cost set forth in Exhibit M. In the case of Fluor personnel who are seconded to Southern Nuclear under a separate agreement and in turn seconded to Contractor pursuant to the Amended and Restated Staff Augmentation Agreement, the Target Construction Cost will only be adjusted to account for Fluor personnel who are seconded to Contractor beyond November 7, 2017.

11.3Adjustment Events. In the event of occurrence of an Adjustment Event that Contractor demonstrates will result in a material increase to the Combined Construction Costs, Contractor shall be entitled to an equitable increase of the Target Construction Cost to that extent. In the event of occurrence of an Adjustment Event that Owners demonstrate will result in a material decrease in the Combined Construction Costs, Owners shall be entitled to an equitable decrease of the Target Construction Cost to that extent; provided that Adjustment Events that may result in a decrease in the Combined Construction Costs are limited to those set forth in subparts (i), (ix) and (x) of the definition of Adjustment Event in Article 1. For the purposes of this Agreement, Contingency is considered to be for the exclusive use and benefit of Contractor.

11.4Requirements and Process for Target Construction Cost Adjustments.

11.4.1Notice. Contractor shall provide written notice to Owners of the occurrence of an event that Contractor considers an Adjustment Event as promptly following such event as practicable, but in any case within twenty-one (21) Days of when Contractor became aware of such event and that it was likely to have a material impact. Owners shall provide written notice to Contractor of the occurrence of an event that Owners consider an Adjustment Event as promptly following such event as practicable, but in any case within twenty-one (21) Days of when Owner became aware of such event and that it was likely to have a material impact.

11.4.2Consultation and Mitigation. As promptly as possible following any such notice, Contractor and Owners shall confer with respect to potential measures to mitigate or avoid adverse effects from the asserted Adjustment Event, including added cost and delay tradeoffs to minimize the effects on Contractor’s ongoing and planned activities. Contractor is responsible for implementing all reasonable measures for mitigating the adverse effects of any Adjustment Event.

11.4.3Request Submission. As promptly as practicable following such notice, but in any case within thirty (30) days after such notice unless otherwise agreed by the other Party, Contractor shall provide Owners, or Owners shall provide Contractor, its request for adjustment with respect to any asserted Adjustment Event, to include: (i) a detailed description of the asserted Adjustment Event, (ii) the specific reasons why the asserted Adjustment Event has or will impact Contractor’s performance, with particular focus on the cost elements affected; (iii) the projected impact on Combined Construction Costs associated with the Adjustment Event, with specific cost breakdown; (iv) the proposed adjustment in the Target Construction Cost, after incorporating any

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related savings; (v) an explanation of Contractor’s mitigation efforts and strategy to minimize the impact of the asserted Adjustment Event; and (vi) relevant documentation supporting Contractor’s or Owners’ factual assertions.The other Party shall promptly review such submission made in accordance with Section 11.4.3, and may request additional information or conduct its own independent review or analysis of the asserted Adjustment Event and its impact. Any adjustment to which the Contractor may be entitled for an Adjustment Event shall not include additional costs to the extent Contractor failed to implement reasonable mitigation measures to mitigate the adverse effects of the Adjustment Event.

11.4.4Prompt Resolution. Owners and Contractor agree to cooperate in good faith to reach agreed resolution of any adjustment(s) for asserted Adjustment Events as promptly as practicable, considering the complexity of the events involved. If there has been no resolution of such adjustments 60 days after submission of the information required by Section 10.4.3, the Party claiming an adjustment may at any point thereafter initiate the expedited hearing procedure under the DRB Procedure with respect to the asserted adjustment. During the pendency of any asserted adjustment until final resolution, Contractor shall not suspend or slow performance of any Work on account of the dispute related to the asserted Adjustment Event unless directed to do so by Owners pursuant to Section 21.1.

11.4.5Effective Date of Adjustments. With respect to any asserted Adjustment Event that is the subject of an agreed resolution, a DRB determination (pursuant to either the expedited or regular hearing process), or an arbitration award, which affects the Target Construction Cost such resolution, determination or award shall have effect as of the date agreed or rendered. All adjustments shall be set forth in a Change Order signed by the Parties, but noting, to the extent that adjustments are the result of DRB determination(s), that the adjustments remain subject to arbitration as provided in Article 38.

ARTICLE 12

OWNER DIRECTED CHANGES

12.1Right to Direct Changes. Subject to the limitation in Section 12.2, Owners may at any time direct an addition to or deletion from or other change in the general scope of Work to be performed by Contractor hereunder (an “Owner Directed Change”), provided that any change to the DOR is subject to the written agreement of both Parties. Additional costs associated with the Work as changed shall be Reimbursable Costs to the extent consistent with Section 7.1.1. Contractor shall proceed with the Work as changed without interruption or slowdown, except that where Contractor notifies Owners within five (5) Business Days of its receipt of the change direction that such change would adversely impact safety or materially impair Contractor’s compliance with applicable Laws, Contractor shall not be obliged to proceed with the change. In no event shall Contractor be obligated to proceed with any change that requires Contractor to violate an obligation imposed by Law, provided that any disputes regarding the applicability and requirements of Law in such situations shall be resolved by the expedited hearing procedure in the DRB Procedures.

12.1.1NRC Change in Law. If either Party becomes aware of an NRC Change in Law impacting the Work performed under this Agreement, it will give notice to the other Party within thirty (30) Days of becoming aware. Owners may decide to take any of the following actions

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in order to address such NRC Change in Law: (a) Owners may issue an Owner Directed Change directing changes to the impacted Work, (b) Owners may issue a request for proposal to Contractor with respect to the impacted Work pursuant to Section 12.5 which Owners may accept at their sole discretion, or (c) Owners may notify Contractor that the work required by the NRC Change in Law will not be included in the scope of the Work; provided that a notification under (c) will be treated as an Owner Directed Change if it results in an addition to or deletion from or other change in the general scope of Work to be performed by Contractor per Section 12.1.

12.1.2Compliance with Law. In the event that there is a disagreement between Owners and Contractor regarding whether Work that has been, is in the process of being, or will be performed is compliant with applicable Law (“Applicable Law Compliant”), Owners may issue a notice to Contractor under this Section (a “Section 12.1.2 Notice”) to communicate a determination that, in Owners’ opinion, the Work is not or will not be Applicable Law Compliant and to notify Contractor to proceed with such Work (or re-Work) in accordance with Owners’ determination so as to ensure, in Owners’ opinion, that such Work will be Applicable Law Compliant. Contractor shall continue with such Work (or re-Work) in accordance with the Section 12.1.2 Notice, but without prejudice to any contention by Contractor that the Section 12.1.2 Notice constitutes an Owner-Directed Change. In no event shall Contractor be entitled to discontinue, suspend or interrupt Work due to a Section 12.1.2 Notice. Contractor shall be entitled to make a claim pursuant to Article 38 that its Work absent Owners’ determination was or would have been Applicable Law Compliant and, if it is determined in accordance with Article 38 or otherwise agreed that the Work in question was or would have been Applicable Law Compliant, Owners’ Section 12.1.2 Notice pursuant to this Section 12.1.2 shall be treated as anOwner-Directed Change. To the extent that the issue as to whether or not Contractor’s Work was or would have been Applicable Law Compliant is incapable of determination under Article 38, Owners’ Section 12.1.2 Notice shall not be treated as an Owner-Directed Change.

12.2Limitation Respecting Core Scope. An Owner Directed Change that deletes an item of Work that is within the Core Scope may be made only in circumstances where: (a) Contractor has materially failed to perform such item of Work in accordance with the requirements of this Agreement, and has failed to correct such failure within the timeframe provided in Section 21.2.1(i) following notice of such failure; or (b) there is no longer a need for such item of Work (e.g., in the case of a decision by the Owners to discontinue the completion of a Unit). The limitation of this Section does not affect Owner Directed Changes that delete Non-Core Scope, which are not limited.

12.3Adjustment to Target Construction Cost and/or Target Completion Date(s).Should Contractor or Owners consider that any Owner Directed Change will require an adjustment to the Target Construction Costs and/or the Target Completion Date(s), such Party shall give the other Party written notice to that effect as provided in Section 10.4.1 or Section 11.4.1, and shall proceed in accordance with Sections 10.4 and 11.4, as applicable, to determine such adjustment.

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12.4Fee Adjustment.

12.4.1In the event of an Owner Directed Change that either reduces or increases the Work, no adjustment will be made to the Fee except as follows:

(a) where the value of the increase in Work (calculated on the basis of the value of such increased scope including escalation and contingency) exceeds a threshold of [***] , the Fee will be increased in an amount equal to [***] of such scope increase value. Changes will be evaluated against this threshold individually, and unrelated changes will not be considered as a group in order to affect meeting this threshold; and

(b) where the value of the reduction in Work (calculated on the basis of the value of such reduced scope remaining to be performed, using the estimate which formed the basis for the Target Construction Cost as of the Effective Date) exceeds a threshold of [***] , the Fee will be reduced in an amount equal to [***] of such scope reduction value. Changes will be evaluated against this threshold individually, and unrelated changes will not be considered as a group in order to affect meeting this threshold.

12.4.2Where an adjustment to the Fee is made pursuant to Section 12.4.1, such adjustment value shall be allocated to the Base Fee and Earned Fee in the same proportion as the split between Base Fee and Earned Fee determined after the adjustments to the Earned Fee for all stages of the Subcontract Scope Alignment Process have been made pursuant to Section 3.2.3.

12.5Proposed Changes. At any time, Owner may request that Contractor provide a proposal, to include a detailed breakdown of estimated added cost or savings and any impact on the Baseline Schedule, Target Completion Date(s) or Target Construction Costs, with respect to a contemplated Owner Directed Change. Such proposals shall be provided within 14 days following Owners request or such other period as the Parties may agree. Such a proposal request does not constitute an Owner Directed Change and does not authorize Contractor to commence performance of the contemplated change, until such time as separately directed by the Owners in writing in accordance with Section 12.1. Owners shall pay to Contractor the Reimbursable Costs associated with compliance with this Section 12.5.

12.6Change Orders Final. Each Owner Directed Change shall be set forth in a Change Order signed by the Parties that memorializes the nature of the change and any adjustments to the Target Completion Date(s) and/or Target Construction Cost agreed, or that confirm no such adjustments are required. Executed Change Orders are the final agreement of the Parties on the subject and may not be reopened for any reason, unless the Change Order states that it is based on a determination of the DRB that is subject to later arbitration per Article 38.

12.7 NRC Submittals Requested by Contractor.  In the event that Contractor’s failure to comply with the Performance Standards or any other provision of this Agreement causes the Work or planned Work to be noncompliant, or where Contractor desires to modify the Work for its own convenience, Owners and Contractor may agree that Owners should process an NRC submittal to address the noncompliance or allow for Contractor’s desired modification.  In the event that Owners and Contractor agree that Owners will process such a submittal, Owners shall be entitled

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to a set-off against amounts due pursuant to this Agreement for Owners’ costs associated with such submittal.  Owners shall have no liability for, and there shall be no Owner-directed Change, Change in Law, or NRC Change in Law, to the extent arising from delay in or an unfavorable result from any such submittal agreed upon by the Parties.  Nothing in this Section 12.7 shall obligate Owners to process an NRC submittal.

ARTICLE 13

FORCE MAJEURE EVENTS

13.1Force Majeure Event. As used in this Agreement, a “Force Majeure Event” means any event or circumstance to the extent that it: (a) prevents or materially delays the affected Party (the “Affected Party”) in performing its obligations under this Agreement; and (b) is beyond the reasonable control of and not the result of the fault or negligence of the Affected Party or such Affected Party’s Personnel; and (c) could not have been prevented by the Affected Party’s or its Personnel’s exercise of reasonable diligence. To the extent that the preceding conditions are satisfied, Force Majeure Events include the following events or circumstances:

(i)war, civil insurrection, riots, sabotage or acts of terrorism;

(ii)acts of God, including flash floods, hurricanes, tornadoes, typhoons, lightning strikes, earthquakes and the like;

(iii)epidemics, quarantines, embargoes or blockades;

(iv)delay by a Government Authority that amounts to a refusal to act or delay that is substantially more significant than the period that would be reasonably expected for the applicable Governmental Authority action, except to the extent attributable to any act or omission of Contractor, Subcontractor or any Contractor-Managed Subcontractor; and

(v)delay experienced by a Subcontractor or Contractor-Managed Subcontractor to the extent such delay is caused by an event that would constitute a Force Majeure Event if such event were experienced directly by Contractor.

Notwithstanding anything in this Section 13.1 to the contrary, in no instance will the following constitute a Force Majeure Event: (a) equipment failure, except when such failure is caused by a separate Force Majeure Event; (b) an act or omission of a Subcontractor or Contractor-Managed Subcontractor, except to the extent such act or omission is caused by an event that would constitute an Force Majeure Event if such event were experienced directly by Contractor; (c) changes in market conditions, including price fluctuations with respect to materials, labor, supplies or components of equipment; (d) economic hardship; (e) labor strikes or other labor actions that are directed at Contractor, a Subcontractor or Contractor-Managed Subcontractor; (f) normal climatic conditions (based upon a fifteen (15) year average) at the Construction Site; (g) changes in Laws; (h) delay by a Government Authority that does not amount to a refusal to act or is not substantially more significant than the period that would be reasonably expected for the applicable Governmental Authority action.

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13.2Burden of Proof. The burden of proof as to whether an Force Majeure Event has occurred shall be upon the Party claiming an Force Majeure Event.

13.3Excused Performance. To the extent that the Affected Party is rendered wholly or partly unable to perform its obligations under this Agreement because of a Force Majeure Event:

(i)the Affected Party’s performance of such obligations (except for its payment obligations) shall be excused;

(ii)the Affected Party shall give written notice to the other Party describing the particulars of the occurrence as soon as reasonably practicable under the circumstances after the Affected Party becomes aware of the Force Majeure Event;

(iii)the suspension of performance resulting from such Force Majeure Event shall be of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;

(iv)no obligations of either Party which arose before the occurrence causing the suspension of performance are excused as a result of the occurrence, except to the extent the occurrence prevents their completion;

(v)the Affected Party must continue to perform its obligations under this Agreement to the extent commercially reasonable, and the Affected Party must use commercially reasonable efforts to overcome, cure, remove, otherwise correct, minimize and contain costs and expenses and mitigate and remedy the damages, delays and effects of the Force Majeure Event and its inability to perform its obligations under this Agreement as a result thereof; and

(vi)when the Affected Party is able to resume performance of its obligations hereunder, that Party shall give the other Party written notice to that effect and shall promptly resume such performance.

13.4Payment. Contractor will continue to receive payment of Reimbursable Costs incurred, notwithstanding the occurrence of a Force Majeure Event.

ARTICLE 14

MECHANICAL COMPLETION AND FINAL COMPLETION

14.1Mechanical Completion. For all Work performed or provided by Contractor, Contractor will notify Owners’ Authorized Representative in writing when it believes Mechanical Completion of a Unit has been achieved. Within thirty (30) Days after such notification, Owners will inspect the Work and either (i) confirm that Mechanical Completion has been achieved or (ii) set forth to Contractor the reasons that preclude acknowledgement of Mechanical Completion (which may take the form of a list of items of Work that Owners believe remain to be completed in order for Mechanical Completion to be achieved). This process will be repeated as may be required until Owners confirm that Mechanical Completion has been achieved.

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14.2Unit Mechanical Completion Requirements. The requirements for achieving Mechanical Completion for each Unit are set forth in Exhibit G. For purposes of determining both Mechanical Completion and Punch List items, Shared Facilities shall be considered part of Unit 3.

14.3Punch List. Prior to Mechanical Completion of a Unit, Contractor shall submit to Owners for their review and approval a comprehensive list of remaining Work, limited to items of a minor nature, that Contractor proposes will not prevent the Unit from achieving Mechanical Completion (the “Punch List”). Owners will review the Punch List and provide Contractor with comments and additions thereto within thirty (30) Days from the date of submission of the Punch List to Owners, provided that Punch List items may continue to be added through the date of confirmation of Mechanical Completion per Section 14.2, and after Mechanical Completion for both Units with respect to Work Packages not required for Mechanical Completion and not complete as of Mechanical Completion.

14.4Final Completion. Contractor shall diligently complete all remaining Work (including all Work Packages not required to attain Mechanical Completion) and the Punch List items to the reasonable satisfaction of Owners, provided that Contractor will coordinate its remaining Work and work on Punch List items so as not to interfere with Owners commissioning and startup activities. Final Completion will be achieved after the Punch List items have been fully completed and all other remaining Work (other than Commissioning and Startup Support per Section 2.10) has been completed.

ARTICLE 15

WARRANTY

15.1Warranty Provided.

15.1.1Contractor warrants during the Warranty Period for a Unit that the Work performed by Contractor and its Subcontractors with respect to such Unit shall:

(i)comply with the Issued For Construction Documents;

(ii)conform to the requirements of this Agreement, including the Performance Standards; and

(iii)comply with applicable Laws.

15.1.2The warranties set forth in this Section 15.1 are collectively referred to as the “Warranties.”

15.2Remedy.

15.2.1Upon being notified during the Warranty Period for a Unit that any portion of the Work performed by Contractor and its Subcontractors for such Unit fails to comply with the

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Warranties (a “Warranty Issue”), Contractor shall remedy such Warranty Issue at its sole cost and expense, as follows:

(i)Contractor shall Promptly either re-perform, repair or replace the non-complying Work;

(ii)Such remedy shall include all disassembly and reassembly of components and systems of the Facility, and the removal and reinstallation of Facility components, that may be required in order to re-perform, repair or replace the non-complying Work; and

(iii)Such remedy shall include performing such tests as are reasonably necessary to demonstrate the adequacy and effectiveness of the remedy.

15.2.2If Contractor, after receiving notice from Owners of a Warranty Issue during the Warranty Period, fails to Promptly remedy any noncomplying Work in accordance with this Article, then Owners may remedy such Warranty Issue, or have such Warranty Issue remedied by others, and Contractor agrees to promptly reimburse Owners for all reasonable expenses incurred to remedy such Warranty Issue.

15.2.3For purposes of this Article, “Promptly” means, when the applicable Unit is not in an outage state, the commencement of reperformance, repair or replacement within thirty (30) Days after receiving notice of the non-compliance from Owners, and diligent pursuit to full completion thereafter; provided that:

(i)a Warranty Issue resulting in a Unit outage shall be corrected on an emergency, as soon as physically feasible basis;

(ii)Contractor shall use reasonable efforts to remedy Warranty Issues at a time responsive to and consistent with the Owners’ requirements for the safe, reliable and efficient operation of the Facility in accordance with Owners’ operational requirements and needs; and

(iii)at Owners’ option, the remedy of a Warranty Issue may be deferred until the time of the Unit’s next regularly scheduled refueling outage, notwithstanding that such outage occurs after the end of the Warranty Period; provided that the opportunity to remedy the Warranty Issue during the next outage is provided no later than twenty-one (21) months following the end of the Warranty Period.

15.3Warranty Period. The “Warranty Period” with respect to each Unit will commence upon the Ready for Fuel Load Date of such Unit and will expire on the later of: (i) the date that is twenty-four (24) months after such Ready for Fuel Load Date; or (ii) twelve (12) months after the Commercial Operation Date of such Unit; provided, however, that the Warranty Period with respect to a Unit shall in any event expire on the date that is thirty-six (36) months after the Ready for Fuel Load Date for such Unit.

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15.4Warranty Period Extension. Any Work re-performed, repaired or replaced in satisfaction of Contractor’s obligations in connection with the Warranty will be re-warranted by Contractor pursuant to the same Warranties set forth in Section 15.1, and Contractor will have the same obligations in relation thereto as set forth in Section 15.2.1, for a period equal to the longer of: (i) one (1) year from the date such re-performance, rework, repair or replacement is completed; and (ii) the remaining period under the original Warranty Period; provided that such re-warranty shall not in any event extend beyond thirty-six (36) months after the Ready for Fuel Load Date of the applicable Unit.

15.5Significant Construction Defects Prior to Warranty Period. Costs incurred for the correction of defects or deficiencies in the Work prior to the commencement of the Warranty Period for either Unit shall be Reimbursable Costs, except that costs incurred by Contractor and/or its Subcontractors for the correction of Significant Construction Defects prior to the commencement of the Warranty Period for either Unit shall be Non-Reimbursable Costs, subject to the limitations herein:

(i)Owners will notify Contractor promptly after becoming aware of a construction defect that Owners consider is or is likely to be a Significant Construction Defect; and

(ii)The Non-Reimbursable Costs to be borne by Contractor and Affiliate Subcontractors on account of the correction of a Significant Construction Defect will be limited to an amount of [***] per Significant Construction Defect; and

(iii)The Non-Reimbursable Costs to be borne by Contractor and Affiliate Subcontractors on account of the correction of Significant Construction Defects will be subject to the Defects Subcap limitation set forth in Section 15.6.1.

15.6Liability Limitations Relating to Warranties and Defects.

15.6.1CONTRACTOR’S CUMULATIVE AGGREGATE LIABILITY FOR THE FAILURE OF THE WORK TO COMPLY WITH THE WARRANTIES SET FORTH IN SECTION 15.1 AND FOR THE COST OF CORRECTION OF SIGNIFICANT CONSTRUCTION DEFECTS PURSUANT TO SECTION 15.5 SHALL NOT EXCEED [***] (the “DEFECTS SUBCAP”). To the extent that Contractor incurs (or is charged by Owners per Section 15.2.2) costs in excess of the Defects Subcap in performing its remedy obligations under Section 15.2, such costs shall be treated as Reimbursable Costs, but shall not entitle Contractor to any adjustment in the Fee.

15.6.2For purposes of determining whether the Defects Subcap has been reached, the following amounts shall be excluded:

(i) amounts received by Contractor from any Third Party in the form of damages paid or otherwise in connection with any Warranty Issue;

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(ii) proceeds received by Contractor or any Subcontractor from any insurance coverage required by this Agreement with respect to any Warranty Issue;

(iii) costs to remedy any Warranty Issue or Significant Construction Defects that were borne by Subcontractors, other than Affiliate Subcontractors; and

(iv)costs to remedy any Warranty Issue to the extent such Warranty Issue results from the Willful Misconduct of Contractor, provided that Contractor’s liability for such costs shall in any event be subject to Section 18.2 and the other liability protections set forth in this Agreement. For the purpose hereof, “Willful Misconduct” means an act or failure to act on the part of Contractor which evidences either an intent to cause the loss or damage resulting therefrom or such conscious recklessness as to the harmful consequences of such act or failure to act that such conduct amounts to intentional misconduct.

15.6.3THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, FOR PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. THERE ARE NO OTHER WARRANTIES, AGREEMENTS, ORAL OR WRITTEN, OR UNDERSTANDINGS WHICH EXTEND BEYOND THOSE SET FORTH IN THIS AGREEMENT.

15.6.4CONTRACTOR SHALL NOT HAVE ANY LIABILITY FOR ANY DEFECT THAT PERTAINS TO ANY ASPECT OF THE FACILITY THAT IS OUTSIDE THE CONTRACTOR’S SCOPE OF WORK REQUIRED TO BE PERFORMED UNDER THIS AGREEMENT. SPECIFICALLY, CONTRACTOR SHALL NOT HAVE ANY LIABILITY RELATED TO THE DESIGN OR THE ENGINEERING OF THE FACILITY, PLANT EQUIPMENT OR MATERIALS SUPPLIED BY OR ON BEHALF OF OWNERS, WORK PERFORMED BY OTHER CONTRACTORS (OTHER THAN CONTRACTOR OR ITS SUBCONTRACTORS), OR WORK COMPLETED PRIOR TO THE EFFECTIVE DATE.

15.6.5WITHOUT LIMITING ANY OTHER CONTRACTOR LIABILITIES UNDER THIS AGREEMENT, CONTRACTOR’S SOLE LIABILITY RELATED TO DEFECTS IN THE WORK SHALL BE LIMITED TO CONTRACTOR’S LIABILITIES PURSUANT TO SECTIONS 15.2, 15.4 AND 15.5.

ARTICLE 16

INDEMNITY

16.1Third Party Claims.

16.1.1 Except with respect to a Nuclear Incident, and without regard to any insurance proceeds actually received, Contractor shall indemnify, defend and hold harmless Owners and Owners’ Interests from and against any and all Third Party Claims and Affiliate Subcontractor Claims arising or resulting from:

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(i)any injury of or death to natural persons or damage to or destruction of Third Party or Affiliate Subcontractor property to the extent arising or resulting from the fault, negligent acts or negligent omissions or willful misconduct of Contractor or its Subcontractors or any Personnel of the foregoing;

(ii) fines, penalties or other similar amounts required to be paid to Government Authorities to the extent resulting from any violation of Law by Contractor or its Subcontractors, whether caused by the acts or omissions of Contractor, any of its Subcontractors, or their respective Personnel; or

(iii) (a) the Release on or from the Site or any other location of any Hazardous Materials brought onto the Site by Contractor or its Subcontractors to the extent caused by the fault or the negligent acts or negligent omissions or willful misconduct of Contractor, its Subcontractors, or any Personnel of the foregoing, (b) the Release on or from the Site of any Hazardous Materials brought onto the Site by Owners for the Work to the extent such Release is caused by the fault or the negligent acts or omissions or willful misconduct of Contractor, its Subcontractors, or any Personnel of the foregoing or (c) contamination of the environment or injury to natural resources resulting from Hazardous Materials brought onto the Site by Contractor or its Subcontractors or brought onto the Site by Owners for the Work to the extent caused by the negligent acts or negligent omissions or willful misconduct of Contractor, its Subcontractors, or any Personnel of the foregoing.

16.1.2Except with respect to a Nuclear Incident, Owners shall indemnify, defend and hold harmless Contractor and Contractor Interests from and against any and all Third Party Claims associated with any injury of or death to natural persons or damage to or destruction of Third Party property, other than Contractor-provided Construction Equipment and any other property belonging to or leased by Contractor, its Subcontractors or the Personnel or Invitees of any of them, to the extent arising or resulting from the fault or the negligent acts or negligent omissions or willful misconduct of Owners or its Personnel (other than Contractor or its Personnel) or the employees or agents of the foregoing.

16.1.3Owners shall indemnify, defend and hold harmless Contractor and Contractor Interests from and against any and all liability, damage, cost, expense and loss (including reasonable attorneys' fees, expenses and court costs), attributable or relating to any employment-related claim that arose or accrued at the Site prior to the Effective Date. “Employment related claims” for purposes of this provision include any and all breach of contract claims, tort claims, constitutional claims, equitable claims, harassment, discrimination, or retaliation claims, grievances under any collective bargaining agreement or national labor agreement, claims of wrongful or constructive discharge, claims for breach of an express or implied employment contract, defamation claims (including libel and slander), wage claims, claims under Title VII of the Civil Rights Act, 42 U.S.C. § 1981, the Equal Pay Act, the Energy Reorganization Act, the Davis-Bacon Act, the False Claims Act, the Rehabilitation Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act, the Occupational Safety and Health Act, the Employee Retirement Income Security Act, the Fair Labor Standards Act, the Sarbanes Oxley Act, Consolidated Omnibus Budget Reconciliation Act, Immigration Reform and Control Act, any state’s human rights Law,

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any state’s labor Law, the non-discrimination and/or retaliation provisions of any state workers’ compensation Law and any and all other applicable local, state, and federal common law claim, statute, regulation or public policy relating to employment.

16.2Limitation of Liability for Damage to Property. OWNERS HEREBY RELEASE AND SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS CONTRACTOR AND CONTRACTOR INTERESTS FROM AND AGAINST ANY CLAIMS, DAMAGES AND LIABILITIES ASSOCIATED WITH DAMAGE TO OR AND DESTRUCTION OF THE FACILITY OR PLANT EQUIPMENT AND MATERIALS INTENDED FOR INCORPORATION IN THE FACILITY OR VEGP UNITS 1 AND 2, EXCEPT THAT TO THE EXTENT THAT CONTRACTOR, ITS SUBCONTRACTORS, OR THEIR RESPECTIVE PERSONNEL, AS A RESULT OF THEIR FAULT, NEGLIGENCE, OR WILLFUL MISCONDUCT, CAUSE ANY DAMAGE TO ANY PROPERTY OF THE OWNERS (INCLUDING VEGP UNITS 1 AND 2 AND THE UNITS) THAT DOES NOT ARISE OUT OF OR RESULT FROM A NUCLEAR INCIDENT, CONTRACTOR SHALL BE SOLELY RESPONSIBLE FOR AND SHALL PAY FOR SUCH LOSS OR DAMAGE UP TO [***] PER OCCURRENCE. THE PARTIES DO NOT INTEND SUCH PROVISIONS TO BE FOR THE BENEFIT OF ANY THIRD PARTY, INCLUDING ANY INSURER.

16.3Intellectual Property Indemnity. Contractor shall indemnify, defend and hold harmless Owners and Owners’ Interests and any of their respective Personnel against any Third Party Claim and Affiliate Subcontractor Claim to the extent based on a Claim that any Work constitutes an infringement or misappropriation of any intellectual property rights of any Third Party or any Affiliate Subcontractor including, any U.S. patents, copyrights, trade secrets, trademark rights, confidentiality rights or other intellectual property rights and, if timely notified in writing and given authority and reasonable assistance for the defense of same, Contractor shall pay the damages, liabilities, costs, losses and expenses (including attorneys’ fees) awarded therein against Owners. If a Claim of infringement is made, Contractor may, or if the use of the item is enjoined, Contractor shall, at its expense and option, (a) procure for Owners the right to continue using such item, (b) replace such item with a non-infringing item that meets the requirements of this Agreement, or (c) modify such item such that it becomes non-infringing while still meeting the requirements of this Agreement. These provisions do not apply to the extent the infringement or misappropriation is the result of items (including engineering deliverables and Plant Equipment and Materials) furnished to Contractor hereunder or to the extent that the infringement or misappropriation is the result of any Work performed hereunder being modified or combined with items not furnished by Contractor or its Subcontractors. If a suit or proceeding is brought against Contractor or any of its Subcontractors in respect of any alleged infringement or misappropriation described in the preceding sentence, Owners shall protect Contractor and its Subcontractors to the same extent that Contractor has agreed to protect Owners in this Section 16.3.

16.4Nuclear Indemnity and Insurance. Owners shall obtain and maintain “financial protection” and an “indemnification agreement” for protection against liability for Nuclear Incidents (including master worker coverage), both in such form and amount as shall satisfy the requirements of Section 170 of the Atomic Energy Act of 1954, as amended. In the event that the nuclear liability protection contemplated by Section 170 of the Atomic Energy Act of 1954, as amended, is repealed, changed, or is not renewed, Owners shall maintain in effect liability

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protections through governmental indemnity, limitation of liability and/or insurance of comparable coverage which shall not result in a material impairment of the protection afforded to Contractor by such nuclear liability protection which is in effect as of the Effective Date. Other than the foregoing, in no event shall Owners have any liability or obligation to Contractor or Contractor Interests with respect to off-site liability resulting from a Nuclear Incident.

16.5Indemnity Procedures.

16.5.1The indemnifying Party under this Article 16 or any other indemnity provision of this Agreement shall have the right to conduct and control, through counsel of its own choosing, reasonably acceptable to the indemnified Party, the defense of any Claim for which it has an indemnity obligation hereunder. The indemnifying Party shall keep the indemnified Party fully informed in the conduct of the proceeding.

16.5.2The indemnified Party may, at its election, participate in the defense thereof at its sole cost and expense; provided, however, that if (i) the indemnifying Party shall fail to defend any Claim for which it has an indemnity obligation hereunder, (ii) the Parties mutually agree in writing to allow the indemnified Party to assume the defense of such Claim and forego any indemnity claimed under this Article, (iii) in the reasonable opinion of legal counsel for the indemnified Party, such Claim involves the potential imposition of a criminal liability on the indemnified Party, its directors, officers, employees or agents, or (iv) in the reasonable opinion of legal counsel for the indemnified Party, an actual or potential conflict of interest exists where it is advisable for such indemnified Party to be represented by separate counsel, then the indemnified Party shall be entitled to control and assume responsibility for the defense of such Claim, at the cost and expense of the indemnifying Party. The indemnifying Party may, in any event, participate in such proceedings at its own cost and expense. The indemnified Party shall not have the right to settle without the written consent of the indemnifying Party (which consent shall not be unreasonably withheld).

16.5.3The indemnifying Party, in the defense of any such litigation, other proceeding or other Claim, shall have the right in its sole discretion to settle a Claim for which it has an indemnity obligation hereunder only if (i) settlement involves only the payment of money and execution of appropriate releases of the indemnified Party, (ii) there is no finding or admission of any violation of Law or violation of the rights of the indemnified Party, and (iii) the indemnified Party will have no liability with respect to such compromise or settlement. Otherwise, no such Claim shall be settled or agreed to without the prior written consent of the indemnified Party, which shall not be unreasonably withheld.

16.5.4The indemnified Party and the indemnifying Party (i) shall fully cooperate in good faith in connection with such defense and shall cause their legal counsel and accountants to do the same, (ii) shall make available to the other Party the relevant books, records, and information (in such Party’s control) during normal business hours, and (iii) shall furnish to each other, at the indemnifying Party’s expense, such other assistance as the other Party may reasonably require in connection with such defense, including making employees of the indemnified Party available to testify and assist others in testifying in any such proceedings.

16.6Survival of Indemnity Obligations. This Article 16 and the indemnity obligations set forth in the other provisions of this Agreement shall survive the completion of the Work and

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the termination of this Agreement. For purposes of clarification hereunder, without limiting the other rights granted hereunder to either Party, a Party may enforce the indemnity provisions hereunder without having to declare a Contractor Event of Default or an Owner Event of Default (as applicable).

ARTICLE 17

INSURANCE

17.1Owners Insurance Obligations.

17.1.1The Owners will procure and maintain the following insurances:

(i)Builder’s Risk Insurance with total limits of [***], subject to applicable sublimits, including coverage for resultant damage due to any defects in equipment and/or material and/or faulty workmanship, and maintenance coverage for duration of the Warranty Period unless otherwise insured by Owners’ Operating Property coverages; subject to customary or industry standard exceptions and exclusions;

(ii)Commercial General Liability with combined single limit of [***] each occurrence, [***] aggregate including broad form contractual liability, independent contractors, personal injury, incidental medical malpractice, and products and completed operations for at least eight (8) years following final acceptance of the Work;

(iii)Contractors Pollution Liability Insurance with limits of [***] each occurrence, and [***] aggregate on a project basis, and occurrence form, that provides appropriate coverage, including coverage for the following: (i) bodily injury, sickness, disease, mental anguish or shock sustained by any person, including death; (ii) property damage including physical injury to or destruction of tangible property including the resulting loss of use thereof, clean-up costs, and the loss of use of tangible property that has not been physically injured or destroyed; (iii) defense costs including costs, charges and expenses incurred in the investigation, adjustment or defense of claims for such compensatory damages, and (iv) contractual liability third-party coverage for bodily injury, property damage, defense, and cleanup, whether sudden/accidental and/or gradual arising from activities performed by Contractor, and/or Contractor Interests. Such coverage shall continue for a period to be agreed by Owner and Contractor after the termination of this Agreement.

(iv)Workers’ Compensation Insurance with limits and coverage as required by any applicable law or regulation both State and/or Federal including U.S.L. & H.W. Compensation Act.

(v)Employer’s Liability Insurance, including “all States” endorsement and when required Marine Employer’s Liability and Jones Act coverage, of not less

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than [***] each accident for bodily injury by accident; [***] each employee for bodily injury by disease; and [***] bodily injury by disease policy limit.

(vi)Excess Liability on a follow form basis including products and completed operations with a coverage limit of [***];

(vii)Nuclear and Non-Nuclear Property Insurance;

(viii)Open Cargo Insurance protecting materials and equipment during transit and while stored away or on the project site; and

(ix)Commercial Automobile Liability Insurance shall be obtained, including owned, hired, and non-owned automotive equipment in connection with the insureds operation with an insured combined single limit for bodily injury and property damage of [***] each occurrence.

17.1.2The insurances 17.1.1 (i) through 17.1.1 (viii) shall include Contractor, Contractor Interests and Subcontractors as additional insureds, be primary and non-contributory and include an insurer’s waiver of subrogation.

17.1.3It is understood that Owners sponsor an Owner Controlled Insurance Program (“OCIP”), as the mechanism for providing Commercial General Liability, Statutory Workers Compensation including Employers Liability insurance covering activities of Contractor and Contractor Interests and Subcontractors in performance of the Work including Site, declared off-site locations, incidental off-site activities, including travel between covered sites and/or travel in conjunction to Work activities, and/or conducted in fulfillment of the Work by Contractor and Contractor Interests and Subcontractors. The OCIP insurances are provided at no cost to Contractor and/or Contractor Interests and Subcontractors, including deductibles and/or contribution to self-insured retentions. If, and for any reason, Owners’ are unable to furnish any of the OCIP coverages, and or coverage 17.1.1(iii), (vi) and or (viii), or elects to discontinue the aforementioned insurances, modifies the limits of liability provided, or coverage limits are found inadequate due to claim erosion, or Owner and or Insurers request that Contractor or any of Contractor Interests or Subcontractors withdraw from the insurances, Contractor or any of its enrolled Subcontractors will obtain at Owners’ expense and thereafter maintain, at Owners’ expense such insurances.

17.1.4With respect to insurances 17.1.1 (i), (ii), (iii), (iv), (v), (vi) and (viii) Contractor will be allowed to participate in the claims reporting, management and claim cost analysis, including the provision of regular detailed loss information and will take part in insurer claim reviews, and will be consulted regarding the selection of counsel with respect to claims and litigation.

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17.2 Contractor’s Insurance Obligations.

17.2.1.Contractor will provide the following insurance coverages:

(i)Commercial General Liability with minimum combined single limit of [***] each occurrence, [***] aggregate including broad form contractual liability, independent contractors, personal injury, arising from activities unrelated to the Work;

(ii)Workers’ Compensation Insurance with limits and coverage as required by any applicable law or regulation both State and/or Federal including U.S.L. & H.W. Compensation arising from activities unrelated to the Work;

(iii)Employer’s Liability Insurance, including “all States” endorsement and when required Marine Employer’s Liability and Jones Act coverage, of not less than [***] each accident for bodily injury by accident; [***] each employee for bodily injury by disease; and [***] bodily injury by disease policy limit., arising from activities unrelated to the Work;

(iv)Commercial Automobile Liability Insurance shall be obtained, including owned, hired, and non-owned automotive equipment in connection with the insureds operation with an insured combined single limit for bodily injury and property damage of [***] each occurrence;

(v)Excess Liability with a limit of [***] per occurrence and in the aggregate, arising from activities unrelated to the Work, in the excess of the limits of the underlying Commercial General Liability, Commercial Automobile Liability, and Employer’s Liability insurance policies. The required limits may be satisfied by a combination of a primary policy and an excess or umbrella policy;

(vi)Contractor’s Equipment Coverage in the amount of the value of the equipment through insurance or self-insurance; and

(vii)Employment Practices Liability with a coverage limit of [***] per occurrence and in the aggregate on a project basis.

17.2.2.Contractor shall name Owners, as additional insureds (except for Workers’ Compensation and Employment Practices Liability) but only for their vicarious liability arising from Contractor’s negligent operations, and provide a waiver of subrogation on all policies.

17.2.3.Contractor will enroll, and will support enrollment of Contractor Interests and Subcontractors in the OCIP and observe to extent possible requirements outlined in the OCIP manual, including monthly payroll reporting.

17.2.4.In addition to OCIP enrollment obligation, Contractor will require Subcontractors to maintain the insurances listed in this Section 17.2 as applicable.

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a.Mutual Coverage Obligations.

17.3.1.Within ten (10) Days after the Effective Date and prior to the commencement of any Work, each Party shall have on file with the other Party the applicable insurance certificate(s). The Parties shall provide thirty (30) days written notice to the other Party prior to any material change or cancellation of the insurance.

17.3.2.All insurance shall be placed with insurers rated by A.M. Best Company no less than A-VII and authorized to do business in the state where the Work is to be performed, unless Owner and Contractor mutually agreed otherwise.

ARTICLE 18

LIMITATIONS OF LIABILITY

18.1No Consequential Damages. IN NO EVENT SHALL CONTRACTOR OR CONTRACTOR INTERESTS OR OWNERS OR OWNERS’ INTERESTS BE LIABLE, WHETHER BASED ON CONTRACT (INCLUDING BREACH, WARRANTY, INDEMNITY, ETC.) OR TORT (INCLUDING FAULT, NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, UNDER ANY WARRANTY OR OTHERWISE, RELATING TO OR ARISING OUT OF THE WORK OR THIS AGREEMENT, FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL LOSS, DAMAGE OR INJURY, INCLUDING ANY SUCH DAMAGES WHICH RESULT FROM LOSS OF USE OF PROPERTY, EQUIPMENT OR SYSTEMS, LOSS BY REASON OF FACILITY SHUTDOWN OR SERVICE INTERRUPTION, COSTS OF CAPITAL OR EXPENSES THEREOF, LOSS OF PROFITS OR REVENUES OR THE LOSS OF USE THEREOF, LOST BUSINESS OPPORTUNITY, OR COST OF PURCHASED OR REPLACEMENT POWER (INCLUDING ADDITIONAL EXPENSES INCURRED IN USING EXISTING POWER FACILITIES) OR FROM CLAIMS OF CUSTOMERS. The limitation of liability under this Section 18.1 shall not apply to: (i) amounts Claimed by Third Parties or Affiliate Subcontractors which are subject to the indemnification obligations under this Agreement; or (ii) any loss or damages to the extent insurance proceeds are received from the insurance required under this Agreement, it being the Parties specific intent that the limitations of liability hereunder shall not relieve the insurers’ obligations for such insured risks; or (iii) amounts expressly payable to Contractor under Article 7, Article 8, or Article 21 of this Agreement; and (iv) amounts expressly payable by Contractor under Article 8, Section 15.2.2, Article 20, or Article 21 of this Agreement.

18.2Maximum Total Liability. NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY, CONTRACTOR’S AND CONTRACTOR INTERESTS’ CUMULATIVE AGGREGATE LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE WORK OR THIS AGREEMENT, WHETHER BASED ON CONTRACT (INCLUDING BREACH, WARRANTY, INDEMNITY, ETC.), TORT (INCLUDING FAULT, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE TO OWNERS SHALL NOT EXCEED AN AMOUNT EQUAL TO [***]. The limitation of liability under this Section 18.2 shall not apply to: (i) amounts Claimed by Third

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Parties or Affiliate Subcontractors which are subject to Contractor’s indemnification obligations under this Agreement; or (ii) any loss or damages to the extent insurance proceeds are received from the insurance required to be obtained by Contractor or its Subcontractors under this Agreement, it being the Parties specific intent that the limitations of liability hereunder shall not relieve the insurers’ obligations for such insured risks.

18.3Dalton.

18.3.1For all purposes of this Agreement:

(i)the term “Dalton Utilities” shall mean only the utility company, property and assets operated by the Board of Water, Light and Sinking Fund Commissioners of the City of Dalton, Georgia d/b/a Dalton Utilities, its successors, successors-in-title or assigns, including without limitation any successors to the business of Dalton Utilities; and

(ii)the term “Dalton Utilities Assets” shall mean collectively (A) all property or assets of Dalton Utilities, including without limitation all electric power generation, transmission and distribution assets owned or operated by the City of Dalton and contract rights and receivables related thereto, which now or at any time in the future are owned, used or operated by Dalton Utilities, and such property and assets shall include without limitation any sale, insurance, condemnation or other proceeds with respect to such property and assets; and (B) all accounts receivable, debts, income or other amounts owed to Dalton Utilities.

18.3.2Notwithstanding any other term or provision of this Agreement to the contrary, the Parties hereby agree that:

(i)if any Party obtains any money judgment against Dalton Utilities because of Dalton Utilities’ default under this Agreement or breach by Dalton Utilities of any representation or warranty under this Agreement, such Party’s sole remedy to satisfy the judgment shall be to levy against and sell, and/or garnish or otherwise realize upon, any and all of the Dalton Utilities Assets;

(ii)payments of all amounts of any kind or nature whatsoever that may at any time be due and owing by Dalton Utilities pursuant to the terms of, or resulting from, this Agreement shall be payable solely out of the Dalton Utilities Assets and shall not be payable from any other source, including without limitation the “General Fund” of the City of Dalton;

(iii)no such payments shall be, or be deemed to be, a debt of the City of Dalton under any circumstance or for any purpose whatsoever, nor shall this Agreement constitute a pledge of the full faith and credit of the City of Dalton, nor shall the City of Dalton appropriate or be required to appropriate funds to pay for any amounts due under this Agreement;

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(iv)no Party will ever have the right to compel the exercise of any taxing power of the City of Dalton to pay any amount due from Dalton Utilities under this Agreement, nor to enforce payment thereof against any property of the City of Dalton other than the Dalton Utilities Assets;

(v)no Party shall have any recourse for payment hereunder against any source of funds of the City of Dalton other than the Dalton Utilities Assets, and each Party hereby irrevocably and unconditionally waives any recourse or claim it may or could otherwise have or allege to have against any payment source of the City of Dalton other than the Dalton Utilities Assets; and

(vi)no provision of this Agreement is intended to, nor shall any such provision in any way (A) grant, convey or otherwise extend to any Party any lien, encumbrance or other charge against the Dalton Utilities Assets, or (B) modify, impair, subordinate or otherwise affect the rights, obligations and privileges of Dalton Utilities arising under the City of Dalton, Georgia Combined Utilities Revenue Bonds, Series 2017, or any other obligation of Dalton Utilities, it being understood and agreed that the revenues of Dalton Utilities and all funds created and maintained pursuant to any ordinance enacted for the purpose of issuance of any such bonds are subject to a prior and superior lien to secure such bonds, and shall not be subject to levy, seizure or other adverse action as may constitute a default with respect to such bonds.

ARTICLE 19

PERFORMANCE SECURITY

19.1Contractor Parent Guarantee.

19.1.1Simultaneously with the execution of this Agreement, Contractor shall furnish (and thereafter maintain) a parent company guarantee substantially in the form attached as Exhibit R, whereby Bechtel Nuclear, Security & Environmental, Inc. (“Contractor Guarantor”) guarantees the payment obligations of Contractor under this Agreement, as the same may be amended, supplemented or otherwise changed in accordance with the provisions of this Agreement (“Parent Company Guarantee”).

19.1.2Owners shall be entitled to make a demand against the security provided by Contractor under Section 19.1.1 in the event that Contractor has failed to make a payment when due pursuant to the provisions of this Agreement or in order to recover any damages to which Owners are otherwise entitled under this Agreement as a result of Contractor’s failure to satisfy any of its obligations under this Agreement, whether or not a Contractor Event of Default has been declared.

19.2Owner Performance Security.

19.2.1In the event that an Owner experiences a Security Posting Condition, the Owner experiencing such Security Posting Condition shall, within ten (10) Business Days

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thereafter, provide to Contractor and maintain an Eligible Letter of Credit or Cash Security in an amount equal to the product of: (i) such Owner’s Ownership Interest; and (ii) the Owner Security Amount (“Owner Security”). The Owner providing the security shall have the right to select whether it will post Cash Security or an Eligible Letter of Credit.If at any time Owner Security held by Contractor exceeds the amount required hereunder, Contractor shall refund the excess Cash Security held orpermit the applicable Owner to replace or amend the EligibleLetter of Creditso that the amount of the Owner Securityheld by Contractor is equal to the amount required by the provisions of this Section 19.2.1

19.2.2Within three (3) Business Days after the cessation of a Security Posting Condition with respect to an Owner and Owner’s notification to Contractor thereof, or upon such Owner’s satisfaction of all of its payment obligations under this Agreement, Contractor shall return to such Owner Security previously provided to Contractor.

19.2.3Contractor shall only be permitted to draw upon or utilize Owner Security as follows:

(i)Contractor may draw upon or utilize Owner Security provided by an Owner in the event that such Owner has failed to make a payment when due pursuant to the provisions of this Agreement.

(ii)If at any time an Eligible Letter of Credit provided by an Owner is within sixty (60) Days of expiration or termination (such sixtieth (60^th) Day being the “Renewal Date”) and such Owner is still required to provide Owner Security under Section 19.2.1, and a substitute or replacement Owner Security that satisfies the requirements of this Agreement has not been provided by the Day that is fourteen (14) Days after the Renewal Date, Contractor shall be entitled to draw upon the full amount of the Eligible Letter of Credit.

19.2.4Contractor may draw upon Owner Security as provided in Section 19.2.3 regardless of whether Owner Event of Default has been declared.

ARTICLE 20

LIENS

20.1Liens. Contractor shall keep the Facility, the Plant Equipment and Materials and the Site free from Liens of Contractor, its Subcontractors and any of their Personnel (other than Liens arising from acts of Owners or Owners’ breach of its obligation hereunder to make payments to Contractor), and shall promptly notify Owners of any such Liens against the Facility, the Plant Equipment and Materials or the Site and any structures comprising the Facility or located on the Site filed by Contractor or a Subcontractor or any of their respective Personnel. Contractor shall indemnify, defend and hold harmless Owners from any Lien placed against Owners’ property by any Subcontractor or their Personnel including those arising from nonpayment to any Subcontractor or their Personnel in connection with the Work; provided that such Lien is not the result of Owners’ breach of their payment obligations under this Agreement.

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20.2Discharge or Bond. Contractor shall take prompt steps to discharge or bond any Lien filed against the Facility, the Plant Equipment and Materials, the Site and any structures comprising the Facility or located on the Site by any Subcontractor or its Personnel (other than Liens arising from acts of Owners or Owners’ breach of its obligation hereunder to make payments to Contractor). If Contractor fails to discharge or promptly bond any Lien, in addition to any other rights of Owners under this Agreement, Owners shall have the right, upon notifying Contractor in writing and providing Contractor reasonable time to indemnify, discharge or bond the Lien, to take reasonable actions and steps to satisfy, defend, settle or otherwise remove the Lien at Contractor’s expense, including reasonable attorneys’ fees, costs and expenses. Owners shall have the right to recover these expenses from Contractor. Contractor shall have the right to contest any Lien, provided it first provides to the lien holder, a court or other third Person, as applicable, a bond or other assurances of payment necessary to remove the Lien related to the Work from the Site and the Facility in accordance with the Laws of the State of Georgia.

ARTICLE 21

SUSPENSION AND TERMINATION

21.1Suspension by the Owners for Convenience.

21.1.1On giving reasonable prior notice, Owners may, without cause and for any reason, order Contractor in writing to suspend (including delay or interrupt) the Work in whole or in part without terminating the Agreement and for such period of time as the Owners may determine (“Suspension Order”). Upon receipt of a Suspension Order, Contractor shall promptly suspend its performance of the Work as directed by Owner but shall take reasonable precautions to protect, store and secure the Plant Equipment and Materials on the Construction Site against deterioration, loss or damage. Contractor shall resume promptly any suspended Work following receipt of a written notice from Owners to do so.

21.1.2During any period of suspension, delay or interruption ordered by Owners under Section 21.1.1, Contractor will use commercially reasonable efforts to mitigate Reimbursable Costs to the extent that performance of Work is suspended, delayed or interrupted; provided that Contractor will continue to receive payment of Reimbursable Costs incurred during such period.

21.1.3In the event that (i) any period of suspension, delay or interruption of the Work ordered by Owners under Section 21.1.1 continues for a consecutive period of one hundred eighty (180) Days; or (ii) any period of suspension, delay or interruption under Section 21.1.1 when combined with other period(s) of suspension, delay or interruption under Section 21.1.1 exceeds a cumulative aggregate of one two hundred seventy (270) Days, then Contractor shall thereafter be entitled to terminate this Agreement by providing notice to the Owners for so long as such suspension, delay or interruption is continuing. Such termination shall be treated as a termination for convenience by Owners under Section 21.3.

21.2Contractor Event of Default.

21.2.1Owners may declare a Contractor Event of Default upon notice to Contractor of the occurrence of any of the following (each a “Contractor Event of Default”):

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(i)Contractor is in breach of a material provision of this Agreement (other than the matters addressed in the other subsections of this Section 21.2.1) and fails to cure the breach within thirty (30) Days following notice of such breach or, if such breach is not capable of being cured within such thirty (30) Day period, such longer period as is reasonably necessary but in no event longer than ninety (90) Days following notice of such breach so long as Contractor has commenced the cure within such thirty (30) Day period and thereafter diligently pursues the cure;

(ii)Contractor has Abandoned the Work and Owners have provided Contractor notice that Contractor has Abandoned the Work;

(iii)Contractor or Contractor Guarantor is Insolvent;

(iv)Contractor fails to comply with the requirements of Section 19.1 or Contractor Guarantor breaches any of its obligations under the Parent Company Guarantee or if any representation or warranty made by Contractor Guarantor in the Parent Company Guarantee shall prove to be incorrect in any material respect when made, unless any of the foregoing is cured by the end of the second Business Day following receipt of a written notice from Owners of a failure under this Section 21.2.1(iv);

(v)Contractor fails to provide a Repayment Letter of Credit as required under this Agreement unless such failure is cured by the end of the seventh (7^th) Business Day following receipt of a written notice from owners of a failure under this Section 21.2.1(v); or

(vi)Any representation or warranty made by Contractor in Section 23.1 proves to be incorrect in any material respect when made and such breach of representation or warranty has a material adverse effect on Owners, unless Contractor promptly commences and diligently pursues action to cause such representation or warranty to become true in all material respects and does so within thirty (30) Days after written notice thereof has been given to Contractor by Owners (unless such cure is not capable of being effected within such thirty (30) Day period in which case Contractor shall have such longer period as is reasonably necessary to effect the cure but in no event longer than ninety (90) Days following Owners’ notice and so long as Contractor has commenced the cure within such thirty (30) Day period and thereafter diligently pursues the cure) and such cure removes any material adverse effect on Owners of such representation or warranty having been incorrect.

21.2.2Upon a Contractor Event of Default pursuant to this Section 21.2, in addition to any remedy available at Law, which is subject to the provisions of this Agreement limiting Contractor’s liability, Owners may at their option elect to immediately terminate this Agreement by providing notice to Contractor. In the event of such termination:

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(i)Contractor shall be liable to Owners and shall pay to Owners all costs and expenses incurred by Owners in transitioning the Work either to another contractor(s) and/or to Owners if Owners will perform any of the Work;

(ii) Contractor shall assist and cooperate in such transition as reasonably requested by Owners for a period of up to one hundred and eighty (180) Days, and the costs incurred by Contractor in providing such assistance and cooperation shall be treated as Non-Reimbursable Costs (such assistance and cooperation to include Contractor maintaining a number of field non-manual personnel at the Construction Site as necessary to support an orderly transition of the Work, taking such actions that are necessary or directed by the Owners for the protection and preservation of the Work, providing all records with respect to the Work performed, bearing all costs associated with Contractor’s compliance with the WARN Act, and at Owners’ direction actively supporting Owners’ transition of the Work);

(iii) In the event: (i) such termination results in Owners permanently discontinuing the construction of the Facility; or (ii) such termination results from Contractor’s Abandonment of the Work, then in either case of (i) or (ii), Contractor shall be liable to Owners and shall pay to Owners an amount equal to [***] of the Base Fee payments previously paid to Contractor by Owners prior to such termination;

(iv)Contractor shall be liable to Owners and shall pay to Owners an amount equal to [***] of the Earned Fee payments provisionally paid to Contractor by Owners, except to the extent that the Schedule Earned Fee for a Unit(s) and/or the Cost Earned Fee have previously been earned and determined to be due to Contractor pursuant to Section 8.7;

(v) Contractor shall be liable to Owners and shall pay to Owners all amounts then owed by Contractor to Owners under this Agreement but not paid pursuant to the terms of this Agreement;

(vi) Contractor shall be liable to Owners and shall pay to Owners all amounts paid by Owners for Reimbursable Costs pursuant to Monthly Funding Requests for Work which has not been performed as of the termination of this Agreement; and

(vii) Owners shall make payment to Contractor of all Reimbursable Costs for Work performed under this Agreement prior to termination of this Agreement and, subject to (iii) above, Owner shall make payment to Contractor of Base Fee payments related to the period prior to termination of this Agreement, which amounts may be offset by the amounts required to be paid by Contractor to Owners under subparts (i) through (v) above or any other provisions of this Agreement.

In the event of termination pursuant to this Section 21.2, Owners may, at their option, finish the Work by whatever method Owners may deem appropriate or expedient.

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Owners shall use commercially reasonable efforts to mitigate costs required to be paid by Contractor under Section 21.2.2.

21.3Termination by Owners for Convenience.

21.3.1Owners may, at any time, terminate the Agreement for Owners’ convenience and without cause and for any reason by providing at least ten (10) Days’ notice to Contractor.

21.3.2In the event of termination for Owners’ convenience, Owners shall be liable for and shall pay to Contractor, to the extent not previously paid, the following:

(i)all Reimbursable Costs for the Work performed prior to the effective date of termination of this Agreement under Section 21.3.1;

(ii)all Base Fee payments related to the period prior to the effective date of termination of this Agreement;

(iii)costs of cancellation of Subcontracts and purchase orders to the extent that such Subcontracts and/or purchase orders are not assigned to and assumed by Owners;

(iv)costs incurred by Contractor during a period of no more than ninety (90) Days following the effective date of termination to bring Work on the Construction Site to an orderly conclusion including costs to demobilize Personnel and equipment, provided that such costs are substantiated by documentation reasonably satisfactory to Owners and subject to audit and verification pursuant to Section 36.4;

(v)costs incurred pursuant to the WARN Act, provided that Contractor provides prompt notice under the WARN Act after termination;

(vi)other costs incurred by Contractor and its Subcontractors in complying with Section 21.6; and

(vii)all amounts then owed by Owners to Contractor under this Agreement but not paid pursuant to the terms of this Agreement.

21.3.3In the event of termination for Owners’ convenience, Earned Fee payments received by Contractor prior to the effective date of termination will be deemed to have been earned by Contractor and will not be subject to repayment to Owners. Owners shall promptly return and release the Repayment Letter of Credit following notice of termination pursuant to Section 21.3.1.

21.3.4 In addition to the other payments to be made to Contractor pursuant to this Section 21.3:

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21.3.4.1if (i) the Cumulative Mechanical Completion Percentage for a Unit at the time of the notice of termination under this Section 21.3 (or, as applicable, the notice of termination under Section 21.1, 21.4 or 21.5) is [***] or greater; and (ii) the Project Schedule at such time indicates that Mechanical Completion of such Unit will be achieved on or before the Target Completion Date for such Unit, Owners shall be liable for and shall pay to Contractor the Schedule Earned Fee amounts expected to be earned by Contractor pursuant to Section 7.3 based on such projected Mechanical Completion date, to the extent such amounts have not been provisionally paid to Contractor (including any increased amount of Schedule Earned Fee expected to be earned pursuant to Section 7.3); and

21.3.4.2if (i) the Cumulative Final Completion Percentage at the time of the notice of termination under this Section 21.3 (or, as applicable, the notice of termination under Section 21.1, 21.4 or 21.5) is [***] or greater; and (ii) the Project Cost Forecast at such time indicates that the Combined Construction Costs will be equal to or less than the Target Construction Cost, Owners shall be liable for and shall pay to Contractor the Cost Earned Fee amounts expected to be earned by Contractor pursuant to Section 7.4 based on such projected Combined Construction Costs, to the extent such amounts have not been provisionally paid to Contractor (including any increased amount of Cost Earned Fee expected to be earned pursuant to Section 7.4).

21.3.5In the event of a termination for convenience under this Section 21.3, Contractor shall be liable to Owners and shall pay to Owners: (i) all amounts paid by Owners for Reimbursable Costs pursuant to Monthly Funding Requests for Work which has not been performed as of the termination of this Agreement; and (ii) all amounts then owed by Contractor to Owners under this Agreement but not paid pursuant to the terms of this Agreement.

21.3.6In the event of a termination for convenience under this Section 21.3, Contractor shall use commercially reasonable efforts to mitigate Reimbursable Costs and other costs required to be paid by Owners under Section 21.3.2.

21.3.7Upon such termination and after all payments required by this Section 21.3 have been paid, the Parties shall have no further liability to one another other than any liability that arose prior to the termination of this Agreement pursuant to this Section 21.3 or those which survive termination.

21.4Termination Because of Extended Force Majeure Event.

21.4.1Either Party may terminate this Agreement in the event that (i) a Force Majeure Event or a combination of Force Majeure Events is continuing to prevent the performance of the other Party under this Agreement for a consecutive period of more than one hundred eighty (180) Days; or (ii) a Force Majeure Event or a combination of Force Majeure Events is continuing to prevent the performance of the other Party under this Agreement and the period of the prevention of performance as a result of such Force Majeure Event(s), when combined with other period(s) of prevention resulting from other previous Force Majeure Event(s), exceeds a cumulative aggregate of two hundred seventy (270) Days.

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21.4.2In the event that a Party provides notice of termination under this Section 21.4, such termination shall be treated as a termination for convenience by Owners under Section 21.3; provided, however, that Section 21.3.4 shall not apply if Contractor is the Party that provides such notice of termination under this Section 21.4.

21.5Owners Event of Default.

21.5.1Contractor may declare an Owners Event of Default upon notice to Owners of the occurrence of any of the following (each an “Owners Event of Default”):

(i)Owners are in breach of a material provision of this Agreement (other than the matters addressed in the other subsections of this Section 21.5.1) and fail to cure the breach within thirty (30) Days following notice of such breach or, if such breach is not capable of being cured within such thirty (30) Day period, such longer period as is reasonably necessary but in no event longer than ninety (90) Days following written notice of such breach so long as Owners have commenced the cure within such thirty (30) Day period and thereafter diligently pursue the cure;

(ii)One or more of the Owners is Insolvent unless the other Owners have provided security for payments that would be due from such Insolvent Owner(s) that is reasonably acceptable to Contractor, and no other changes to this Agreement have resulted from proceedings involving the Insolvent Owner;

(iii)One or more Owners fail to comply with the requirements of Section 19.2 unless cured by the end of the seventh (7^th) Business Day following receipt of a written notice from Contractor of a failure under this Section 21.5.1(iii), which cure may include one or more of the other Owners providing collateral security that satisfies the requirements of Section 19.2 on behalf of one or more Owners who fail to provide the required security.

(iv)Owners fail to make payment of any Undisputed Amount required to be made under this Agreement and Owners shall have failed to cure such failure within thirty (30) Days after notice from Contractor; for the avoidance of doubt, Contractor shall be entitled to declare an Owners Event of Default pursuant to this Section 21.5.1(iv) if any Owner fails to make payment of its portion of any such Undisputed Amount within such thirty (30) Day period and no other Owner(s) makes payment of such amount to Contractor on behalf of the non-paying Owner within such thirty (30) Day period, even if the other Owner(s) make payment of the amounts for which they are responsible; or

(v)Any representation or warranty made by Owners in Section 23.2 proves to be incorrect in any material respect when made and such breach of representation or warranty has a material adverse effect on Contractor, unless Owners promptly commence and diligently pursue action to cause such representation or warranty to become true in all material respects and does so within thirty (30) Days after written notice thereof has been given to Owners by Contractor (unless such cure is not capable of being effected within such thirty (30) Day period

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in which case Owners shall have such longer period as is reasonably necessary to effect the cure but in no event longer than ninety (90) Days following Contractor’s notice and so long as Owners have commenced the cure within such thirty (30) Day period and thereafter diligently pursue the cure) and such cure removes any material adverse effect on Contractor of such representation or warranty having been incorrect.

21.5.2Upon an Owners Event of Default, in addition to any remedy available at Law, which is subject to the provisions of this Agreement limiting Owners’ liability, Contractor may at its option elect to immediately terminate this Agreement by providing notice to Owners. In the event that Contractor provides notice of termination under this Section 21.5, such termination shall be treated as a termination for convenience by Owners under Section 21.3. Upon such termination and after all payments required by Section 21.3 have been paid, the Parties shall have no further liability to one another other than any liability that arose prior to the termination of this Agreement pursuant to this Section 21.5 or which survive such termination as provided in this Agreement.

21.6Further Obligations Upon Termination.

21.6.1In the event that this Agreement is terminated under this Article 21, Contractor shall:

(i)in an orderly manner and consistent with safety considerations, cease the Work and leave the Construction Site as directed by Owners;

(ii)take such actions necessary, or that Owners may otherwise direct, for the protection and preservation of the Work (wherever located);

(iii)except for Work directed to be performed in connection with such termination as stated in the notice, enter into no further contracts, purchase orders or change orders;

(iv)remove all the Contractor-provided Construction Equipment, the waste and rubbish generated by Contractor’s activities on Construction Site and the Hazardous Materials brought onto the Construction Site by Contractor;

(v)promptly assign to Owners or its designee any contract rights (including warranties, licenses, patents and copyrights) that it has to any or all the Work, including contracts with Subcontractors pursuant to Section 2.17 except with respect to Subcontracts with Affiliates of Contractor, and Contractor shall execute such documents as may be reasonably requested by Owner to evidence such assignment;

(vi)promptly provide to Owners all records of the Work performed by Contractor in connection with this Agreement and the Work; and

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(vii)take such other actions as may be reasonably required hereunder in order for Owners or their designee to continue and transition the performance of the Work upon termination of this Agreement.

21.6.2All amounts required to be paid by a Party under Sections 21.2, 21.3, 21.4 and 21.5 (as applicable) shall be paid by the Party required to pay such amounts within thirty (30) Days after receipt of an invoice(s) from the other Party.

21.6.3Notwithstanding the termination of this Agreement under this Article 21 and the payment of amounts required to be paid under this Article 21, upon any such termination, neither Party shall be relieved of, and no part of the payments required to be paid under this Article 21 shall constitute compensation for the following (and all of which obligations shall survive the termination of this Agreement):

(i)liabilities and obligations of each Party resulting, arising or accruing prior to such termination;

(ii)each Party’s indemnification obligations under this Agreement (including under Article 16); or

(iii)any loss or damages to the extent insurance proceeds are received from the insurance required under this Agreement (it being the Parties specific intent that insurers’ obligations shall not be relieved for insured risks).