Confidential Trade Secret Information Subject to Restricted Procedures

If requested by Owners, Contractor shall submit invoices in a format agreed to by the Parties. Contractor shall make available to Owners at Owners’ request, and shall allow the Owners to make copies of, all of the Supporting Documentation and such additional documentation and materials as Owners may reasonably require to substantiate Contractor’s right to payment of the invoice. Invoices must be submitted within the time specified in this Article 8.

Invoices for Milestone Payments shall state the Milestone(s) for which payment is requested, the corresponding amount(s) of payment due as provided in the Milestone Payment Schedule, and such other information as reasonably necessary to demonstrate completion of the Milestone in accordance with the Agreement (the “Milestone Payment Information”). Invoices for amounts other than Progress Payments or Milestone Payments may include only costs that have been

In the event Owners contend that an invoice submitted by Contractor is not in accordance with Article 8 of this Agreement, either Owners or Contractor may request the DRB to make a preliminary ruling as to whether the invoice is complete and in valid form to be payable under this Section 8.5, as provided in Section 6.2 of the DRB Procedures and R-34 of the DRB Rules (attached as Attachment 2 to the DRB Procedures) (“Preliminary Ruling”). The Parties shall abide by the Preliminary Ruling of the DRB subject to Contractor’s right to re-submit the invoice modified/supplemented to meet the requirements of this Section 8.5 and/or the right of the Parties to submit a Claim under Article 27A.

Except during a Payment Suspension Period, payment of invoices in accordance with this Section 8.5(a) shall be made [***]; provided, however, that until the DRB Establishment Period ends, Owners shall only be required to pay [***] of disputed invoices and Owners shall not be obligated to pay any amount on any invoice which has been submitted to the DRB for a Preliminary Ruling unless and until the DRB issues a Preliminarily Ruling that such invoice is complete and in valid form to be payable under this Section 8.5. Contractor shall proceed diligently with the performance or provision of the Work that is the subject of a disputed invoice. Notwithstanding anything herein to the contrary, while a Payment Suspension Period is in effect, Owners shall not be obligated to pay any disputed amounts in an invoice until and then only to the extent so provided for in (i) an agreement of the Parties resolving such dispute or (ii) an interim or final and binding resolution by the DRB, as applicable, pursuant to Article 27A and the DRB Procedures.

Contractor, after consultation with Owners and consistent with the time frame for Owners’ review set forth in Attachment 1, will be responsible for making the final decision regarding cyber implementation into vendor packaged systems. Cyber implementation into vendor packaged systems may be addressed first through alternate controls or other justification; should remediation to a vendor packaged system be required, it will be addressed with Owners’ alignment for the program to best-fit the Project Schedule. When required, a vendor cyber upgrade as referenced in Attachment 1 will be provided. In the event Owners disagree with Contractor’s decision regarding cyber implementation into any vendor packaged system, such disagreements will be submitted to the Dispute Resolution Board (DRB) to resolve the disagreement. If Owners prefer a different method of cyber implementation, such change will constitute an Owner-Directed Change.

Cooperation in good faith with Owners to review and comment on Owners’ developed cyber security program documents and implementing procedures.

When updating and developing the Consortium Cyber Security governing documents, Contractor will take into consideration any applicable industry cyber security experience provided by Owners.

Contractor will develop and provide digital network architecture and communications flow diagrams in sufficient detail to facilitate defensive strategy design review and optimization of assessment activities, collaboration among stakeholders, and future analysis of cyber incidents. Owners and Contractor shall agree on a prudent approach. This work product shall be a configuration controlled design document.

Where certain information needed to assess CDAs constitute Safeguards Information (SGI), as defined by 10 CFR 73.21, described in 10 CFR 73.22, and designated as such by Southern Nuclear, Contractor will control and manage SNC-related SGI in accordance with Contractor programmatic controls and procedures approved by SNC Fleet Nuclear Security prior to initial use.

Contractor’s scope identified in Attachment 1.

Contractor will support Owners’ reasonable requests in preparing for and participating in NRC inspections, and in seeking NRC approval for potential changes to Owners’ cyber security program.

Contractor shall use commercially reasonable efforts to incorporate cyber security features into design, development, and procurement of systems that have not yet reached final design (e.g., Plant Security System, Emergency Communication System, core I&C systems, etc.)

Contractor shall reevaluate applicable Phase I deliverables that support ongoing work based on criteria contained in updated governing documents (e.g., Critical Systems and Critical Digital Assets lists).

Contractor will update and complete applicable governing documents prior to commencement of Work covered by the respective document.

Contractor will provide all reference documentation utilized to support CDA identification and assessment determinations. Should any reference material be non-releasable, Contractor will work with Owners to make available in a convenient manner.

Owners’ scope identified in Attachment 1.

Owners’ Cyber Security Plan, program and development of implementing procedures and maintenance.

As cyber security is licensee’s program, Owners will continue to maintain the primary interface with the NRC, including incident management in accordance with 10 CFR 73.

Adequate resources to support timely reviews of Contractor’s scope to maintain the Project Schedule.

The operational monitoring of CYS in accordance with Owners’ Cyber Security Program.

Cooperate in good faith with Contractor for the execution of this scope of work.

REASON FOR CHANGE

PAYMENT SCHEDULE FOR CHANGE

APPLICABLE CONTRACT PRICE CATEGORY ([***])

OPTIONS TO MITIGATE COSTS OR DELAYS OR ENHANCE SAVINGS ASSOCIATED WITH CHANGE

EVALUATION OF THE IMPACT ON THE LICENSING BASIS AS OF THE DATE OF CHANGE

WRITTEN PROPOSAL FOR EXECUTING THE WORK INSOFAR AS IT HAS CHANGED

CHANGES NEEDED TO MILESTONE PAYMENT

CHANGES NEEDED TO PROJECT SCHEDULE

Owners and Contractor entered into an Engineering, Procurement and Construction Agreement, dated as of April 8, 2008 (the “EPC Agreement”) to provide for, among other things, the design, engineering, procurement, installation, construction and technical support of start-up and testing of equipment, materials and structures comprising Units 3 and 4 of the nuclear-fueled electricity generation facility to be located at the existing site of the Vogtle Electric Generating Plant in Waynesboro, Georgia.

Amendment No. 7 to the EPC Agreement, dated __________________ (“Amendment No. 7”), provides in Article 27A for the establishment of a Dispute Resolution Board (“DRB”) to assist in resolving disputes.

The Dispute Resolution Board Procedures (“DRB Procedures”) attached as Exhibit CC to the EPC Agreement pursuant to Amendment No. 7 provides for the selection of three (3) DRB members and the operation of the DRB. A copy of the DRB Procedures is attached hereto as Exhibit “A”.

This Agreement and the EPC Agreement, including all amendments thereto and the DRB Procedures are referred to herein as the “DRB Documents”.

General.

The DRB shall perform services and assume responsibilities consistent with the DRB Documents, including those necessary and reasonably inferable but not listed therein, to achieve the purpose of the DRB Documents.

Capitalized terms not specifically defined herein are defined in the other DRB Documents.

The DRB Documents are to be construed consistently and harmoniously, provided this Agreement shall not limit any of the DRB’s or the DRB Members’ obligations under the other DRB Documents. In the event of any conflict between or among any of the DRB Documents, the order of precedence to resolve any such conflicts is:

EPC Agreement, as amended through Amendment No. 7;

The DRB Procedures; and

This Agreement.

Operating Procedures. The DRB shall establish internal DRB operating procedures (“DRB Operating Procedures”), consistent with and subject to the requirements and guidelines set forth in the DRB Documents, establishing (i) the mailing address(es) and email address(es) for communications with the DRB; (ii) responsibility for preparing minutes of meetings between the DRB and the Parties; (iii) a list of weekly, monthly or other periodic project reports to be provided to the DRB; and (iv) a preliminary schedule for DRB site visits and inspections to occur within the first year of the establishment of the DRB. A draft of the DRB Operating Procedures shall be submitted to the Parties for their review and comment. Within ten (10) Days of receipt, the Parties shall confer and propose edits, revisions, additions, deletions or other modifications and shall deliver such comments to the DRB for their consideration for incorporation into the final DRB Operating Procedures. The DRB shall act reasonably in rejecting or accepting any such comments and incorporating them into the final DRB Operating Procedures. The DRB shall publish and transmit to the Parties the final DRB Operating Procedures upon consideration of the Parties’ comments.

Resolution of Disputes.

The DRB is required to follow and comply with all procedures and requirements expressly set forth in the DRB Documents, and any deviation from the same must be mutually agreed upon in writing by the Parties.

When the DRB determines that the services of one or more outside consultants is needed to advise the DRB, the DRB may engage such consultants at its discretion.

The DRB may convene internal meetings as needed to review and discuss all matters pending before it, and to formulate the responses, determinations,

orders, opinions and DRB Determinations expressly required under the DRB Documents.

All DRB Determinations, orders and responses to requests for clarification or reconsideration shall be signed by at least a majority of the DRB Members.

comply with all requirements for DRB membership set forth in the DRB Documents;

not discuss, individually or collectively, issues with the Owners or the Contractor that could possibly be construed as compromising the DRB’s ability to impartially resolve any Claims;

not express an individual or collective opinion of merit, in whole or in part, for any potential or other Claim other than through the issuance of a DRB Determination, except in the case of an advisory opinion or a finding or order on a dispositive motion;

in accordance with the DRB Documents, consider the facts and conditions forming the basis for a submitted Claim impartially and evaluate the merits based on careful consideration of the EPC Agreement, applicable law and regulations, and the facts and circumstances of the Claim. The DRB Members shall not ignore, disregard or undermine the intention, requirements, economic allocation of risk or Work specified in the EPC Agreement;

cause the DRB to comply with its duties and obligations under the DRB Documents; and

comply with the duties and obligations of the DRB Members under the DRB Documents.

Invoicing details shall be established at the first meeting with representatives of Owners and Contractor.

Payments made to the DRB Members shall constitute full compensation for work performed, travel time and services rendered, and for all materials, supplies and incidentals necessary to serve on the DRB.

Payment for services rendered by DRB Members shall be at the rate and conditions agreed to between the Owners and the Contractor and each DRB Member.

DRB Members shall be reimbursed for actual direct, non-salary expenses for serving on the DRB including automobile mileage, parking, travel expenses from the point of departure to the initial point of arrival, automobile rental, taxi fares, food and lodging, printing, long distance telephone, postage and courier delivery, subject to the terms and conditions of the DRB Documents.

Payment made to DRB Members in the form of bonus, commission, or consideration of any nature other than that specified hereinabove for performance and service

DRB Members shall individually submit invoices for work completed and reimbursable expenses to the Owners and Contractor:

Not more often than once per month.

Based on the agreed billing rate and conditions and on the number of hours expended, together with direct, non-salary reimbursable expenses for serving on the DRB including an itemized listing supported by copies of original bills, invoices, and expense accounts.

Accompanied by a description of DRB activities performed and time spent daily during that period.

Subject to Section 27A.5 of the EPC Agreement, the Owners and Contractor shall [***] pay [***] of the acceptable invoices, within thirty (30) Days of their receipt.

No DRB Member shall divulge information identified as confidential that has been acquired during DRB activities without obtaining prior written approval from the Owners and the Contractor.

DRB Members shall maintain cost records pertaining to this Agreement for inspection by the Owners or the Contractor for a period of three (3) years following the end or termination of this Agreement.

This Agreement may be terminated by mutual written agreement of the Owners and Contractor at any time and the termination will be effective upon the date the notice of termination is signed by the Owners and Contractor.

Unless terminated by mutual written agreement of the Owners and Contractor, the DRB shall be dissolved only in accordance with the DRB Documents.

Individual DRB Members may only be terminated or replaced in accordance with the DRB Documents.

If a DRB Member resigns, is unable to serve, or is terminated, he or she shall be replaced in accordance with the DRB Documents and, subject to Section VIII.E. below, be deemed to no longer be a party to this Agreement. This Agreement shall be amended to identify the replacement member and to obtain his or her signature to this Agreement.

Confidentiality and recordkeeping obligations shall survive the termination, resignation or death of any DRB Member.

Disputes among the parties arising out of this Agreement that cannot be resolved by negotiation and mutual concurrence and actions to enforce any right or obligation under this Agreement shall be initiated in the United States District Court for the Southern District of Georgia, Augusta Division, or such other court of competent jurisdiction.

All questions shall be resolved by application of Georgia law.

The DRB Members hereby consent to the personal jurisdiction of the United States District Court for the Southern District of Georgia, Augusta Division, or such other court of competent jurisdiction.

[Reserved]

[Reserved]

Unless all Parties agree otherwise, Regular Track Procedures, as amended herein, shall apply to all Claims.

If all Parties agree, the DRB shall apply the Fast Track Procedures or Procedures for the Resolution of Disputes through Document Submission (Section D of these DRB Rules) to any Claim.

[Reserved]

Notice of Claim. A Party shall provide reasonable written notice to the other Party of any Claim, which notice shall contain: (i) a statement of the Party's position with regard to entitlement of all Claims and an explanation of the basis and justification for such position with reference to EPC Agreement language, and (ii) such Party’s position with respect to the amount of each Claim, including incurred and forecasted costs and delays, stated in dollars for monetary elements of the Claim and days for delay elements of the Claim. Within ten (10) Days after receipt of written notice of a Claim, the receiving Party shall provide a written response, which response shall contain: (i) a statement of the Party's position with regard to entitlement of all Claims and an explanation of the basis and justification for such position with reference to EPC Agreement language, and (ii) such Party’s position with respect to the amount of each Claim, including incurred and forecasted costs and delays, stated in dollars for monetary elements of the Claim and days for delay elements of the Claim.

Exchange of Information. Within twenty (20) Days after receipt of the response to Claim as required in R-2(a), the Party or Parties required to substantiate the Claim pursuant to Section 27.1 of the EPC Agreement (the “Proponent”) shall provide to the Party or Parties against which the Claim is asserted (the “Opponent”) a submission that includes: a calculation and description of the cause and amount of all incurred, committed and reasonably anticipated costs and delays involved in the Claim, stated in dollars for costs and days for delay, and the documents supporting same; all Supporting Documentation specified in Section 8.5(d) of the EPC Agreement; any applicable notices of Change and responses to such, along with attachments; expert report(s) or expert analysis, if any exist; copies of relevant additional documents relating to the position of such Party regarding entitlement, causation and amount of each Claim in question, including correspondence, meeting minutes, submittals, cost records, schedules, schedule-related documents and analyses, referenced excerpts from the EPC Agreement, and other referenced standards and requirements; and any additional non-privileged information and documents that are requested in writing by the Opponent and relate to the Claim or the positions of the Parties concerning the Claim. To the extent the Claim involves delays, resequencing or impacts to the Project Schedule or the time for performing the Work, the Proponent’s submission shall include an analysis of such delays, resequencing or impacts to the Integrated Project Schedule that is current as of the date of the Claim, and Proponent’s rationale for attribution of the amounts sought in the Claim that includes all resequencing, delays or impacts that occurred regardless of the cause, and regardless of whether such delays or impacts support the Proponent’s Claim. Within twenty (20) Days after the Proponent provides such submission, the Opponent shall submit to the Proponent: a summary of its defenses and arguments with respect to the Claim; any documentation supporting such defenses and arguments; expert report(s) or analysis, if any exist; copies of relevant additional documents relating to the Opponent’s defenses and arguments, including

Within ten (10) Days after the Parties have exchanged the information required in R-2(a) and R-2(b), a senior official of each of Contractor and GPC, acting for itself and as agent for the other Owners, for each Claim with authority to resolve the Claim, shall meet and confer regarding such Claim in an effort to resolve disputes underlying such Claim. The Parties shall participate in good faith negotiations to resolve their differences before submitting a Claim to the DRB. If a Claim is not resolved within sixty (60) Days of submission of written notice of the Claim pursuant to R-2(a) either Owners or Contractor shall be entitled to submit such Claim for resolution by the DRB. Good faith negotiations may, but are not required to, involve solicitation and rendering of a DRB advisory opinion as described in R-61.

Submission of a Claim. Any Party may initiate a DRB Proceeding only after the processes described in R-2(a) and R-2(b) are completed. Any Party may submit a Claim to the DRB to obtain a DRB Determination by providing the DRB with the written submissions of the Parties, exchanged pursuant to R-2(a) and R-2(b), copied concurrently to the other Parties.

Determination of Individual Claims. Within ten (10) Days after a Claim is referred to the DRB for a DRB Determination, the Proponent and the Opponent shall exchange and submit to the DRB their respective positions and any supporting documentation with respect to: (i) the number of Individual Claims comprising the Claim; and (ii) the scope of Individual Claims. Within [***] after the Parties have submitted their positions and supporting documentation as set forth in this R-3(b), and if the Parties have not reached an agreement as to the scope of Individual Claims, the DRB shall issue a DRB Determination as to the scope of Individual Claims.

Final Positions. Within ten (10) Days after the scope of Individual Claims has been determined pursuant to R-3(b), the Proponent and the Opponent shall exchange and submit to the DRB, with respect to each Individual Claim: (i) its Final Position regarding all incurred costs and delays and all reasonably forecasted costs and delays, stated in dollars for costs and days for delay, and (ii) information and documentation described in R-2(b) pertaining to each Individual Claim. Within [***] after the Parties have submitted their Final Positions and related information, and unless the Parties have reached an agreement as to the Amount in Controversy for Individual Claims, the DRB shall issue a DRB Determination setting forth the Amount in Controversy for each of the Individual Claims that has been submitted to the DRB.

The DRB may extend the deadlines set forth in R-3 for good cause shown. If a Party fails to state its Final Position with respect to an Individual Claim within the time allowed, then (a) for the Proponent, its Final Position may be considered by the DRB to be the original amount of such Individual Claim; and (b) for the Opponent, its Final Position may be considered by the DRB to be zero. If the Owners have already paid Contractor for an Individual Claim and the Contractor’s Final Position with respect to that Individual Claim is less than the amount previously paid by the Owners, the Contractor shall immediately refund the difference to the Owners with interest at the rate of interest provided in Section 8.5(b) of the EPC Agreement, as amended by Section 1.6 of Amendment No. 7 to the EPC Agreement.

The DRB shall have the power to rule on its own jurisdiction, including any objections with respect to the existence, scope, or validity of the agreement establishing and governing the DRB.

[Reserved]

A Party must object to the jurisdiction of the DRB no later than thirty (30) Days after the non-objecting Party submits a Claim as required by R-3(a). The DRB may rule on such objections as a preliminary matter or as part of the final DRB Determination.

Within [***] after the Amount in Controversy has been determined under R-3(c), a preliminary hearing shall be scheduled in accordance with sections P-1 and P-2 of these DRB Rules. The Parties will be invited to attend the preliminary hearing along with their representatives. The preliminary hearing may be conducted in person or by telephone.

At the preliminary hearing, the Parties and the DRB should be prepared to discuss and establish a procedure for the conduct of the DRB Proceeding that is appropriate to achieve a fair, efficient, and economical resolution of the dispute based on the facts, the EPC Agreement and the Law.

The Parties and the DRB shall address issues and resolve disputes pertaining to the pre-hearing exchange and production of information in accordance with R-24 and R-25. If the Parties cannot agree on the production of documents and other information, the DRB, consistent with the DRB Procedures and the EPC Agreement, may establish the extent of discovery, and the DRB’s determinations on such issues shall be included within the Scheduling and Procedure Order issued by the DRB in connection with the preliminary hearing held pursuant to P-1 and P-2.

Generally, preliminary hearings will be scheduled on consecutive days or in blocks of consecutive days in order to maximize efficiency and minimize costs.

Authority of DRB. The DRB shall have access to all such information from any Party as it deems necessary to carry out its function. Each Party that is requested by any DRB Member to provide non-privileged information and/or documents relating to the subject matter of any Claim submitted to the DRB shall promptly provide such information and/or documents to the DRB, with a copy to all other Parties. The DRB shall manage any necessary exchange of information among the Parties with a view to achieving an efficient and economical resolution of the dispute based on the facts, the EPC Agreement and the Law, and the Parties shall cooperate in the exchange of documents, exhibits and information. The Party bearing a burden to substantiate a Claim or a defense to a Claim pursuant to Section 27.1 of the EPC Agreement shall be entitled to conduct discovery sufficient to carry that burden.

Documents. The DRB shall, on application of a Party or on the DRB’s own initiative:

require the Parties to exchange documents in their possession or custody on which they intend to rely;

require the Parties to update their exchanges of the documents on which they intend to rely as such documents become known to them;

require the Parties, in response to reasonable document requests, to make available to the other Parties documents, in the responding Party’s possession or custody, not otherwise readily available to the Party seeking the documents, reasonably believed by the Party seeking the documents to exist and to be relevant and material to the outcome of disputed issues; and

require the Parties, when documents to be exchanged or produced are maintained in electronic form, to make such documents available in the form most convenient and economical for the Party in possession of such documents, unless the DRB determines that there is good cause for requiring the documents to be produced in a different form. The Parties should attempt to agree in advance upon, and the DRB may determine, reasonable search parameters to balance the need for production of electronically stored documents relevant and material to the outcome of disputed issues against the cost of locating and producing them.

Depositions. At the discretion of the DRB, upon good cause shown and consistent with the expedited nature of the DRB Procedures, the DRB may order depositions to obtain the testimony of a person who may possess information determined by

In resolving each Claim, the DRB shall (i) be neutral and act fairly and impartially as between Owners and Contractor, (ii) facilitate each Party’s access to relevant documents and information; (iii) give each Party a reasonable opportunity to prepare its position regarding a Claim, present evidence, witnesses and arguments to support its position regarding a Claim, and respond to the other’s position regarding a Claim, (iv) adopt procedures suitable to such Claim, including but not limited to a reasonable opportunity to conduct discovery, such as an exchange of documents, depositions, and expert reports, and (v) follow applicable Law.

To the extent Contractor’s Claim includes or is based on costs or delays incurred, experienced or anticipated by a Subcontractor or Vendor, Contractor shall remain responsible for substantiating that portion of Contractor’s Claim with documentation sufficient to carry Contractor's burden pursuant to Section 27.1 of the EPC Agreement. Contractor shall request, and use its best efforts to ensure, that each such Subcontractor or Vendor maintains complete records concerning such costs and delays including, without limitation: records showing all causes and amounts of such costs and delays, whether or not such causes support Contractor’s Claim; records showing the amount and source of the Subcontractor or Vendor’s costs including contemporaneous documentation demonstrating that such costs are allocable to circumstances underlying the Contractor’s Claim; and records showing the amount of the mark-ups, burdens or loads included in such costs (“Vendor/Subcontractor Records”). On written request by Owner to Contractor, Contractor shall request, and use its best efforts to cause, each such Vendor or Subcontractor to produce such Vendor/Subcontractor Records to the DRB and all Parties and also similarly produce: any expert report(s) or expert analyses that exist relating to the delays or costs or their causes; any agreements, meeting minutes, notices, correspondence, or notices between Contractor and the Vendor or Subcontractor concerning the causes, amounts, validity or compensability of such costs or delays; and such other documents or information that the DRB considers appropriate to aid in resolving the Claim (“Other Information”). If a Subcontractor or Vendor fails to maintain or produce any Vendor/Subcontractor Records, or if a Subcontractor, Vendor or Contractor fails to produce any available Other Information, the DRB may treat each such failure as evidence introduced by Owners that Contractor’s Claim is not adequately supported. Contractor may introduce competing evidence that demonstrates the validity of Contractor’s Claim as to such issue, including, without limitation, any evidence showing the reasons why Contractor or a Subcontractor or Vendor has not provided documentation.

A Party intending to offer an outside expert's analysis at a DRB Hearing shall disclose such intention in writing to the other Parties and to the DRB not less than 150 Days prior to the date set for the DRB Hearing, unless a shorter time is approved by the DRB. Such disclosure shall include: (i) the expert's name, (ii) a written report of the expert’s opinions and conclusions regarding the Claim, (iii) the basis for such opinions and conclusions, and (iv) the documents or information upon which the expert relied in forming its opinion. Upon receipt of the above disclosure, the other Parties shall have the opportunity to secure the services of an outside expert to address or respond to those issues that may be raised by the disclosing Party's outside expert. The disclosure requirements shall be the same as that specified above, and the disclosure shall be made 120 Days prior to the date set for the DRB Hearing, unless otherwise approved by the DRB.

conditioning any exchange or production of confidential documents and information, and the admission of confidential evidence at the DRB Hearing, on appropriate orders to preserve such confidentiality;

imposing reasonable search parameters for electronic and other documents if the Parties are unable to agree;

subject to Section 27A.5 of the EPC Agreement, allocating costs of producing documentation, including electronically stored documentation;

in the case of willful non-compliance with any order or request issued by the DRB, drawing adverse inferences, excluding evidence and other submissions, and/or, subject to Section 27A.5 of the EPC Agreement, making special allocations of costs or an interim DRB Determination of costs arising from such non-compliance;

issuing any other enforcement orders which the DRB is empowered to issue under applicable Law; and.

determining the existence, scope and composition of Individual Claims, the Final Positions of the Parties with respect to each Individual Claim, the Amount in Controversy in each Individual Claim, whether a Claim is a Strike-Eligible Claim, whether a DRB Determination constitutes a Strike, when a Payment Suspension Period begins, when a Payment Suspension Period ends, and whether a DRB Determination is final and binding or interim pursuant to Section 27A.2 of the EPC Agreement.

Any Party desiring a stenographic record shall make arrangements directly with a stenographer and shall notify the other Parties of these arrangements at least seven (7) Days in advance of the DRB Hearing. The requesting Party or Parties shall pay the cost of the record.

No other means of recording the proceedings will be permitted absent the agreement of the Parties or per the direction of the DRB.

If the transcript or any other recording is agreed on by the Parties and determined by the DRB to be the official record of the proceeding, it must be provided to the DRB and made available to the other Parties for inspection and correction, at a date, time, and place determined by the DRB.

The DRB may resolve any disputes with regard to the content of or apportionment of the costs of the stenographic record or other recording.

Each Party to a DRB Proceeding shall have the right to present evidence and to conduct cross-examination as reasonably necessary to achieve full and true disclosure of the facts. Unless agreed to by the Parties or otherwise ordered by the DRB, all direct testimony and rebuttal testimony of fact and expert witnesses, including all supporting documents and exhibits, shall be submitted in writing to all Parties and the DRB in advance of the DRB Hearing. For witnesses providing direct testimony, such written testimony and supporting documents shall be submitted at least ninety (90) Days prior to the date set for the DRB Hearing. For rebuttal witnesses, such written testimony and supporting documents shall be submitted at least forty-five (45) Days prior to the date set for the DRB Hearing. All other exhibits shall be exchanged at least ten (10) Days prior to the date set for the DRB Hearing. Any witness who presents testimony in written form shall appear in person at the DRB Hearing and be subject to live cross-examination by the Parties and DRB Members. Each Party may submit to the DRB, prior to the DRB Hearing, proposed questions for the DRB to consider asking the opposing Party or any witness at the DRB Hearing, as the DRB in the exercise of its discretion may so elect. Proposed questions need not be provided to the other Parties, and proposed questions not utilized by the DRB are to be kept in confidence by the DRB. The DRB has the discretion to vary this procedure, provided that the Parties are treated with equality and that each Party has the right to be heard and is given a fair opportunity to present its position on the dispute.

The DRB, exercising its discretion, shall conduct the proceedings with a view toward expediting the resolution of the dispute and may direct the order of proof, bifurcate proceedings, and direct the Parties to focus their presentations on issues the decision of which could dispose of all or part of the dispute.

When deemed appropriate, the DRB may also allow for the presentation of evidence by alternative means including video conferencing, internet communication, telephonic conferences and means other than an in-person presentation. Such alternative means must still afford a full opportunity for all Parties to present any evidence that the DRB deems material and relevant to the resolution of the dispute and when involving witnesses, provide an opportunity for cross-examination.

The Parties may agree to waive oral hearings in any dispute.

The Owners and the Contractor shall each prepare a pre­hearing submittal and transmit it to the DRB and the other Parties, at least thirty (30) Days before the date of the DRB Hearing. The pre-hearing submittal, comprising a position paper with such backup data as is referenced in the position paper, shall be tabbed, indexed, and the pages consecutively numbered. When the scope of the DRB Hearing includes time extension requests by the Contractor or contentions of delay by the Contractor or Owners, the position papers shall include a time impact analysis utilizing the appropriate update of the Project Schedule, and considering potential concurrent causes of delay. When the scope of the DRB Hearing includes issues of quantum, the claiming Party shall provide full actual cost details, calculated in accordance with any requirements of the EPC Agreement.

Failure to Provide a Pre-Hearing Submittal. In the event that any Party fails to deliver written testimony or a pre-hearing submittal by the date established by the DRB, the DRB shall, at its discretion, determine whether the DRB Hearing shall proceed as originally scheduled, or whether additional time shall be provided and a new date established. On the final date and time established for the DRB Hearing, the DRB shall proceed with the DRB Hearing utilizing the information that has been submitted.

In difficult or complex Claims, additional DRB Hearings may be necessary to facilitate full consideration and understanding of the Claim, as determined by the DRB.

Dispositive Motions Made Prior to Submission of a Claim. If a Party desires to challenge the validity and/or completeness of an invoice submitted under Section 8.5 of the EPC Agreement, that Party shall give notice of its challenge to the other Parties and the DRB within ten (10) Days after receipt of the invoice. Upon receipt of such a challenge, the DRB shall examine the invoice, the EPC Agreement, the documentation submitted in support of the invoice and the surrounding facts and shall issue a preliminary ruling concerning the validity and/or completeness of the invoice. The DRB shall make all reasonable efforts to issue such a preliminary ruling within [***] of receipt of a challenge. If all the DRB Members are not available to participate in deliberations within the foregoing time period, the DRB Chair is authorized to issue such a preliminary ruling without participation of one or more of the other DRB Members. The Parties shall obey and conduct themselves in accordance with a preliminary ruling issued by the DRB or DRB Chair, as applicable, concerning the validity and/or completeness of an invoice; provided, however, that if a dispute concerning the subject invoice is subsequently submitted to the DRB in connection with a Claim, the DRB shall have authority to reconsider, modify or reverse the preliminary ruling and any findings related thereto in the course of a DRB Proceeding concerning that invoice or related Claim.

Dispositive Motions Made Subsequent to Submission of a Claim. Upon prior written application, the DRB may permit motions that dispose of all or part of a Claim, or narrow the issues in a dispute. An application to submit such a motion shall not be granted unless it appears that there is a substantial probability that the applicant can prevail on its motion. A dispositive motion must: (a) be submitted to the DRB and all Parties in writing in accordance with the Scheduling and Procedure Order issued by the DRB in connection with the Preliminary Hearing held pursuant to P-1 and P-2., (b) state with particularity the grounds and the relief sought, and (3) be accompanied by any affidavits or other evidence relied on, and, as appropriate, a proposed form of order. Within thirty (30) Days after submission of a written motion, or other period as determined by the DRB, a Party may file an answer in opposition to the motion, accompanied by affidavits or other evidence. The DRB may, at its discretion, permit the submission of additional information or conduct a hearing on the motion.

The Parties may offer such evidence as is relevant and material to the Claim and shall produce such evidence as the DRB may deem necessary to an understanding and determination of the Claim. Conformity to legal rules of evidence shall not be necessary.

The DRB shall determine the admissibility, relevance, and materiality of the evidence offered. The DRB may request offers of proof and may reject evidence deemed by the DRB to be cumulative, unreliable, unnecessary, or of slight value compared to

The DRB shall take into account applicable principles of legal privilege, such as those involving the confidentiality of communications between a lawyer and client.

A DRB Member or other person authorized by Law to subpoena witnesses or documents may do so upon the request of any Party or independently. Parties who request that a DRB Member sign a subpoena shall provide a copy of the request and proposed subpoena to the other Parties to the DRB Proceeding simultaneously upon making the request to the DRB.

[Reserved]

[Reserved]

If a witness whose testimony is represented by a Party to be essential is unable or unwilling to testify at the DRB Hearing, either in person or through electronic or other means, any Party may request that the DRB order the witness to appear in person for examination before the DRB at a time and location where the witness is willing and able to appear voluntarily or can legally be compelled to do so. Any such order may be conditioned upon payment by the requesting Party of all reasonable costs associated with such examination.

If the Parties agree or the DRB directs that documents or other evidence be submitted to the DRB after the DRB hearing, the documents or other evidence, unless otherwise agreed by the Parties and the DRB, shall be filed with the DRB. All Parties shall be afforded an opportunity to examine and respond to such documents or other evidence.

Proposed Findings and Conclusions. The Parties shall, unless agreed otherwise, submit proposed findings of fact and conclusions of Law, briefs and a proposed form of order or decision within fifteen (15) Days after a DRB Hearing is concluded. The Parties may respond within fifteen (15) Days after filing of proposed findings and conclusions of Law and briefs by the other Parties.

The DRB may take whatever interim measures it deems necessary, including ordering injunctive relief and measures for the protection or conservation of property and disposition of perishable goods.

Such interim measures may be taken in the form of an interim DRB Determination, and the DRB may require security for the costs of such measures. If it has been determined that an interim DRB Determination is needed, the DRB shall establish a reasonable due date for issuing the interim DRB Determination.

A request for interim measures addressed by a Party to a judicial authority shall not be deemed incompatible with the agreement to be bound to the DRB Proceeding or a waiver of the right to participate in the DRB Proceeding.

Subject to Section 27A.5 of the EPC Agreement, the DRB shall have the discretion to apportion costs associated with the application for any interim relief in the interim DRB Determination or in the final DRB Determination.

The DRB shall specifically inquire of all Parties whether they have any further proofs to offer or witnesses to be heard. Upon receiving negative replies or if satisfied that the record is complete, the DRB shall declare the DRB Hearing closed.

If documents or responses are to be filed as provided in R-36 or if briefs are to be filed, the DRB Hearing shall be declared closed as of the final due date set by the DRB for the receipt of documents, responses, or briefs. If no documents, responses, or briefs are to be filed, the DRB shall declare the DRB Hearings closed as of the date of the last DRB Hearing (including telephonic hearings). If the dispute was heard without any oral hearings, the DRB shall close the DRB Hearing upon the due date established for receipt of the final submission.

The time limit in which the DRB is required to make the DRB Determination shall commence, in the absence of other agreements by the Parties, upon the closing of the DRB Hearing. The DRB may extend the time limit for the rendering of the DRB Determination only in unusual and extreme circumstances.

The Parties may modify any period of time by mutual agreement, provided that any such modification that adversely affects the efficient resolution of the dispute is subject to review and approval by the DRB. The DRB may for good cause extend any period of time established by these DRB Rules, except as set forth in R-40(c).

The DRB shall notify the Parties of any extension.

Unless required by Law, a majority of the DRB Members must make all decisions; however, if all Parties and all DRB Members agree, the DRB Chair may make procedural decisions.

Absent an objection of a Party or another DRB Member, the DRB Chair is authorized to resolve or delegate to another DRB Member to resolve any disputes related to the exchange of information or procedural matters without the need to consult the full DRB.

Any DRB Determination shall be in writing and signed by not less than a majority of the DRB Members. It shall be executed in the form and manner required by Law.

In all disputes, unless waived by agreement of the Parties, the DRB shall provide a reasoned DRB Determination and a concise written financial breakdown of any monetary components of DRB Determinations and, if there are non-monetary components of the Claims, the DRB shall include a line item disposition of each non-monetary component of the Claims.

DRB Determinations shall be based on the whole record and supported by relevant, reliable, probative, and substantial evidence. The decision will include findings of fact, conclusions of Law, conclusions, and rulings, with the reasons or basis for them.

The DRB shall comply with the EPC Agreement and enforce the EPC Agreement terms and conditions and appropriate legal precedents. DRB Members shall not supplant or otherwise interfere with the respective rights, authorities, duties, and obligations of the Owners and the Contractor as defined in the EPC Agreement. In making DRB Determinations and providing advisory opinions, the DRB shall acknowledge the centrality of the EPC Agreement and shall not make a DRB Determination or provide an advisory opinion that ignores, disregards, or undermines the intention, requirements, economic allocation of risk, or Work specified in the EPC Agreement.

The DRB may grant any remedy or relief that the DRB deems just and equitable and within the scope of the agreement of the Parties, including, but not limited to, monetary and/or equitable relief and specific performance of a contract.

In addition to the final DRB Determination, the DRB may make other decisions, including interim, interlocutory, or partial rulings, orders, and partial DRB Determinations. In any interim, interlocutory, or partial DRB Determination, subject to Section 27A.5 of the EPC Agreement, the DRB may assess and apportion the fees, expenses, and compensation related to such DRB Determination as the DRB determines is appropriate.

Subject to Section 27A.5 of the EPC Agreement, in the final DRB Determination, the DRB shall assess fees, expenses, and compensation as provided in R-57, and the DRB may apportion such fees, expenses, and compensation among the Parties in such amounts as the DRB determines is appropriate.

Subject to Section 27A.5 of the EPC Agreement, the DRB Determination may include:

interest at the rate of interest provided in Section 8.5(b) of the EPC Agreement, as amended by Section 1.6 of Amendment No. 7 to the EPC Agreement and from such date as the DRB may deem appropriate; and

an award of attorneys’ fees if all Parties have requested such an award or it is authorized by Law or the EPC Agreement.

Motions for Clarification or Modification of DRB Determination.

Motions for reconsideration. Motions for reconsideration may not be filed except upon leave of the DRB, upon a showing of compelling circumstances, such as the existence of a clear and material error in a DRB Determination that renders the decision invalid. Applications for leave to file a motion for reconsideration shall be made no later than [***] after delivery of a DRB Determination.

Withdrawal of a Claim does not divest the DRB of its jurisdiction over other Claims or issues related to the withdrawn Claim, unless the Parties agree otherwise.

Disputes regarding whether a Claim is withdrawn with or without prejudice may be decided by the DRB.

Neither the DRB nor any DRB Member in a DRB Proceeding is a necessary or proper Party in judicial proceedings relating to the DRB Proceeding.

Parties to these DRB Procedures shall be deemed to have consented that judgment with respect to final and binding DRB Determinations pursuant to Section 27A.2(b) of the EPC Agreement may be entered (if not promptly honored and complied with) in any federal or state court having jurisdiction thereof.

[Reserved]

[Reserved]

The DRB may, upon a Party’s request, order appropriate sanctions where a Party fails to comply with its obligations under these DRB Procedures or with an order of the DRB. In the event that the DRB enters a sanction that limits any Party’s participation in the DRB Proceeding or results in an adverse determination of an issue or issues, the DRB shall explain that order in writing and may require the submission of evidence and legal argument prior to the making of a DRB Determination. The DRB may not enter a default DRB Determination as a sanction.

The DRB must provide a Party that is subject to a sanction request with the opportunity to respond prior to making any determination regarding the sanction’s application.

An advisory opinion serves as a method for potentially avoiding a DRB Hearing. It is not intended to replace the dispute resolution process specified herein, but may be implemented as part of the good-faith negotiation conducted between the Parties.

When mutually agreed by the Owners and the Contractor, the DRB shall provide a written advisory opinion on any issue. The Parties can seek advisory opinions at any time, either before or after submission of a Claim to the DRB.

A written submittal from each Party respecting the issue submitted for an advisory opinion shall normally be required, subject to modification by the DRB. Parties shall submit and exchange their submittals by e-mail a minimum of twenty-one (21) Days prior to the date on which the Parties desire to obtain the advisory opinion. Submittals shall define the issue(s) to be considered and set out the submitting Party's position and supporting rationale and shall include all information necessary to substantiate a Claim, including but not limited to the documents and information set forth in R-2(a) and R-2(b).

At the close of the presentations, the DRB Members will caucus privately prior to presenting the DRB’s written advisory opinion as expeditiously as is practicable.

The DRB Proceeding shall continue as set forth in the DRB Procedures while Parties are seeking advisory opinions, while the DRB is considering its issuance of advisory opinions, and upon issuance of an advisory opinion.

Advisory opinions shall not be admissible in any judicial or dispute resolution proceedings.

In all but the simplest disputes, holding a preliminary hearing as early in the process as possible will help the Parties and the DRB organize the proceeding in a manner that will maximize efficiency and economy, and will provide each Party a fair opportunity to present its position regarding the dispute.

Care must be taken to avoid importing procedures from court systems, as such procedures may not be appropriate to the conduct of DRB Proceedings as an alternative form of dispute resolution that is designed to be simpler, less expensive and more expeditious.

The following checklist suggests subjects that the Parties and the DRB should address at the preliminary hearing, in addition to any others that the Parties or the DRB believe to be appropriate to the particular dispute. The items to be addressed in a particular dispute will depend on the size, subject matter, and complexity of the dispute, and are subject to the discretion of the DRB:

the possibility of other non-adjudicative methods of dispute resolution, including mediation;

whether a Party will seek a more detailed statement of Claims, arguments or defenses;

whether there are any anticipated amendments to the Parties’ Claims, arguments or defenses;

whether there are any threshold or dispositive issues that can efficiently be decided without considering the entire dispute, including without limitation:

any preconditions that must be satisfied before proceeding with the DRB Proceeding;

whether any Claim or argument falls outside the DRB’s jurisdiction;

consolidation of the Claims with another Claim; or

bifurcation of the proceeding.

whether the Parties will exchange documents, including electronically stored documents, on which they intend to rely in the DRB Proceeding, and/or make written requests for production of documents within defined parameters;

whether to establish any additional procedures to obtain information that is relevant and material to the outcome of disputed issues;

how costs of any searches for requested information or documents that would result in substantial costs should be borne;

whether any measures are required to protect confidential information;

whether the Parties intend to present evidence from expert witnesses and, if so, whether to establish a schedule for the Parties to identify their experts and exchange expert reports;

whether, according to a schedule set by the DRB, the Parties will:

identify all witnesses, the subject matter of their anticipated testimonies, exchange written witness statements, and determine whether written witness statements will replace direct testimony at the DRB Hearing,

exchange and pre-mark documents that each Party intends to submit, and

exchange pre-hearing submissions, including exhibits;

testimony may be presented in person, in writing, by videoconference, via the internet, telephonically, or by other reasonable means,

the identification of any ongoing, related litigation or Claims pending with the DRB;

The DRB shall issue a written order memorializing decisions made and agreements reached during or following the preliminary hearing, which shall be referred to herein as the “Scheduling and Procedure Order” and which may be updated during the DRB Proceeding as deemed necessary or beneficial by the DRB.

In any dispute, regardless of Claim size, the Parties may agree to waive in-person hearings and resolve the dispute through submission of documents to the DRB. Such agreement should be confirmed in writing no later than thirty (30) Days after submission of the Claim to the DRB.

If one Party makes a request to use the Procedures for the Resolution of Disputes through Document Submission (D-Procedures) and the opposing Party is unresponsive, the DRB shall have the power to determine whether to proceed under the D-Procedures.

When Parties agree to the D-Procedures, the procedures in Sections D-1 through D-4 of these DRB Rules shall supplement other portions of these DRB Rules which are not in conflict with the D-Procedures.

The DRB has the discretion to remove the dispute from the D-Procedures if the DRB determines that an in-person hearing is necessary.

If the Parties agree to in-person hearings after a previous agreement to proceed under the D-Procedures, the DRB shall conduct such hearings. If a Party seeks to have in-person hearings after agreeing to the D-Procedures, but there is not agreement among the Parties to proceed with in-person hearings, the DRB shall resolve the issue after the Parties have been given the opportunity to provide their respective positions on the issue.

The DRB shall establish the date for either final written submissions or a final telephonic or electronic conference. Such date shall operate to close the hearing and the time for the rendering of the DRB Determination shall commence.

Unless the Parties have agreed to a form of DRB Determination other than that set forth in R-47 (b), when the Parties have agreed to resolve their dispute by the D-Procedures, the DRB shall render the DRB Determination within [***] from the date the DRB Hearing is closed.

If the Parties agree to a form of DRB Determination other than that described in R-47 (b), the DRB shall have [***] from the date the DRB Hearing is declared closed in which to render the DRB Determination.

The DRB Determination is subject to all other provisions of the Regular Track of these DRB Rules which pertain to DRB Determinations.

the Parties agree to any information exchange beyond that permitted by F-8;

the timing of the dispute exceeds the Time Standards set forth in F-12; or

hearing time exceeds what is allowable under F-11.

In the absence of extraordinary circumstances, the DRB may grant no more than one (1) seven-Day extension of the time in which to respond to a Claim as provided in F-2.

All other requests for extensions of time are subject to F-12 and R-43 of these DRB Rules, as applicable.

A preliminary telephone conference shall be held among the Parties or their representatives and the DRB.

During this conference, the DRB shall direct the Parties’ preparations and presentations so that the Fast Track F-12 Time Standards can be met. Arrangements made during the preliminary management hearing shall be confirmed in writing to the Parties.