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HomeMy WebLinkAboutSoils reportGeotechnical Engineering Report Electrical Substation Williams TXP 1 Plant Northwest of the Northeastof Section 23, Township 6 South, Range 96 West, 6th Principal Meridian Garfield County, Colorado October 4, 2012 Terracon Project No. AD125024 Prepared for: Interstate Electrical Contractors 12421 West 49th Avenue Unit 8 Wheat Ridge, Colorado 80033 Prepared by: Terracon Consultants, Inc. Grand Junction, Colorado Offices Nationwide Established in 1965 Employee -Owned terracon.com -✓-'��i.-t 76 i$ f-.. k' d,A.f _, �.�1i lierracon Geotechnical t Environmental c Construction Materials fid Facilities i�� October 4, 2012 Interstate Electrical Contractors 12421 West 49`h Avenue Unit 8 Wheat Ridge, Colorado 80033 Attn: Mr. Jim Cillessen E-mail: jamesc@interstateelectrical,net Re: Geotechnical Engineering Report Electrical Substation Williams TXP 1 Plant Garfield County, Colorado Terracon Project Number: A®125024 Dear Mr. Cillessen: lFerracon Terracon Consultants, Inc. (Terracon) has completed the geotechnical engineering services for the above referenced project. This study was performed in general accordance with the Geotechnical Engineering Agreement between Interstate Electrical Contractors., and Terracon. This report presents the findings of the subsurface exploration and provides geotechnical recommendations concerning earthwork and the design and construction of foundations, floor slabs and pavements for the proposed project. We appreciate the opportunity to be of service to you on this project. If you have any questions concerning this report, or if we may be of further service, pease contact us. Sincerely, Terracon Consultants, Inc. Norman W. Johnston, P.E. Senior Engineer ....40.1111111.1414,1 • 1139. '''''''''' a4 i -Ls= 22644 3 s 1014112 •f�rXltl� .� Enclosures cc: 1 --Jing Cillessen: larnesc@interstateelectrical.net (e`ectronic-PDF) 1 — File John P. Withe Senior Engineei Terracon 2308 Interstate Avenue Grand Junction, Co 81505 P [970] 2454078 F [970] 245.7115 terracon.corn Geotechnical ■ Environmental ■ Construction Materials ■ Facilities TABLE OF CONTENTS Page EXECUTIVE SUMMARY 1.0 INTRODUCTION 1 2.0 PROJECT INFORMATION 1 2.1 Project Description 1 2.2 Site Location and Description 2 3.0 SUBSURFACE CONDITIONS 2 3.1 Typical Profile 2 3.3 Groundwater 3 4.0 RECOMMENDATIONS FOR DESIGN AND CONSTRUCTION 4 4.1 Geotechnical Considerations 4 4.1.1 Undocumented Fill 4 4.1.2 Existing Utilities 5 4.1.3 Swell Potential 5 4.1.4 General 5 4.2 Earthwork 5 4.2.1 Site Preparation 5 4.2.2 Material Requirements 6 4.2.3 Compaction Requirements 6 4.2.4 Utility Trench Backfill 7 4.2.5 Grading and Drainage 7 4.2.6 Construction Considerations 7 4.3 Driven Pile Foundations (Structures less tolerant to movement) 9 4.3.1 Driven Pile Design Recommendations 9 4.3.2 Driven Pile Construction Considerations 10 4.4 Drilled Pier and Screw Pile End Bearing Recommendations (Structures less tolerant to movement - Discussion of Foundation Alternatives) 11 4.4.1 Screw Pile Recommendations 11 4.4,2 Drilled Pier (End Bearing) Recommendations 12 4.4.3 Drilled Shaft (End Bearing) Construction Considerations 13 4.5 Drilled Pier and Screw Pile Bearing in Shallow Clay Recommendations (structures more tolerant to movement -Discussion of Foundation Alternatives) 14 4.5.1 Screw Pile Bearing in Shallow Clay Recommendations 14 4.5.2 Drilled Pier Bearing in Shallow Clay Recommendations 15 4.5.3 Drilled Shaft Shallow Bearing Construction Considerations 17 4.6 Footing Foundations (structures tolerant to more movement -Discussion of Foundation Alternatives)18 4.6.1 Footing Foundation Design Recommendations 18 4.6.2 Footing Foundation Construction Considerations 19 4.7 Seismic Considerations 20 4.8 Floor Slab 20 4.8.1 Floor Slab Design Recommendations 21 4,8.2 Floor Slab Construction Considerations 21 4.9 Lateral Earth Pressures 22 4.10 Electrical Ground Resistance Test 25 4.12 Electrical Thermal Soil Resistance Test 26 4.13 Concrete Considerations 26 5.0 GENERAL. COMMENTS 26 Responsive n Resourceful ai Reliable TABLE OF CONTENTS (continued) APPENDIX A — FIELD EXPLORATION Figure A-1 Site Location Map Figure A-2 Boring Location Diagram Figure A-3 Field Exploration Description Figures A-4 to A-9 Boring Logs APPENDIX B -- LABORATORY TESTING Figure B-1 Figure B-2 to B-4 Figure B-5 Figure B-6 to B-7 Figures B-8 and B-9 Laboratory Testing Consolidation Test Reports Direct Shear Test Reports Gradation Test Reports Thermal Resistivity Test Reports APPENDIX C — Location of Electrical and Thermal Resistance Tests APPENDIX D — SUPPORTING DOCUMENTS Exhibit D-1 Exhibit D-2 Exhibit D-3 General Notes Unified Soil Classification System General Notes — Rock Properties Responsive ® Resourceful Reliable Geotechnical Engineering Report Williams TXP 1 Plant Electrical Substation o Garfield County, Colorado October 4, 2012 n Terracon Project No. AD125024 EXECUTIVE SUMMARY lrerracon A geotechnical investigation has been performed for the proposed Williams TXP 1 plant Electrical Substation to be located at the existing compressor plant in the Northwest of the Northeast % of Section 23, Township 6 South, Range 96 West, Gtr' Principal Meridian, Garfield County, Colorado. Five (5) exploratory test borings, designated TH-1 through TH-5, were performed to depths of approximately 25 to 60 feet below the existing ground surface, within the proposed substation area. Foundation support and other geotechnical conditions were evaluated using the information obtained from subsurface exploration. The following geotechnical considerations were identified: Up to approximately 7 feet of un -compacted fill was encountered in the borings. No documentation or records regarding the placement of this fill was known. Terracon should be supplied with these documents to better assess the suitability of existing fill, if available. Performing test pits at the onset of construction can help to further evaluate the existing fill. Existing fill will likely require removal and replacement as a well compacted fill as a part of site grading activities. rr In our opinion, a deep foundation system supported by the underlying formational strata will have a lower risk of movement. Discussion and design recommendations are provided for driven piles, screw piles and drilled pier foundations. An alternative foundation system for lightly loaded structures, structures with greater tolerance for movement and where the owner is willing to accept the risk of differential settlement and structural distress include shortened deep foundations and shallow spread footing foundations bearing on newly engineered fill extending 2 feet, or at least one footing width, whichever is greater, below the new footing bearing elevations. • On-site soils, including the existing undocumented fill, appear suitable for use as compacted structural fill; however, if they do not meet the low plasticity fill criteria, they should not be utilized within 24 inches of the finished grade beneath foundations and at - grade building areas, The near -surface soils are active and prone to significant volume change with variations in moisture content and loading conditions. For this reason, we recommend a 24 -inch thick low volume change (LVC) layer be constructed beneath at -grade grade -supported footing foundations and floor slabs. Construction of the LVC may require overexcavation in portions of the project site. n The 2009 International Building Code (IBC), Table 1613.5.2 seismic site classification for this site is C. u Close monitoring of the construction operations discussed herein will be critical in achieving the design subgrade support. We therefore recommend that the Terracon be retained to monitor and test foundation soil preparation and construction, This summary should be used in conjunction with the entire report for design purposes. It should be recognized that details were not included or fully developed in this section, and the Responsive Resourceful rr Reliable Geotechnical Engineering Report Williams TXP 1 Plant Electrical Substation u Garfield County, Colorado October 4, 2012 Terracon Project No, AD125024 lierracon report must be read in its entirety for a comprehensive understanding of the items contained herein. The section titled GENERAL COMMENTS should be read for an understanding of the report limitations. Responsive gi Resourceful u Reliable ii GEOTECHNICAL ENGINEERING REPORT ELECTRICAL SUBSTATION WILLIAMS TXP 1 PLANT GARFIELD COUNTY, COLORADO Terracon Project No. AD125024 October 4, 2012 1.0 INTRODUCTION A geotechnical engineering report has been completed for the proposed Williams TXP 1 plant electrical substation to be located in the Northwest 1/4 of the Northeast of Section 23, Township 6 South, Range 96 West, 6th Principal Meridian, Garfield County, Colorado. Five (5) exploratory test borings, designated TH-1 through TH-5 were performed to depths of approximately 25 to 60 feet below the existing ground surface within the proposed plant area. Logs of the borings along with a site location map and boring location diagram are included in Appendix A of this report. The purpose of these services is to provide information and geotechnical engineering recommendations relative to: N Q subsurface soil conditions groundwater conditions earthwork lateral earth pressures 2.0 PROJECT INFORMATION 2.1 Project Description ▪ foundation design and construction r, floor slab design and construction • seismic considerations ✓ pavement recommendations ITEM DESCRIPTION Site layout See Appendix A, Exhibit A-3: Boring Location Diagram Structure We understand the proposed electrical substation will include an office building, lightly loaded steel structures, heavily loaded steel structures, two 230 KV transformers, and a turning pole. The office building will be single story structure. The lightly and heavily loaded steel structures will have two legs and will be supported by drilled piers. The 230 KV transformers will have a footprint of about 20 ft by 10 ft. The turning pole will be a tapered steel or wood pole. Finished floor elevation (FFE) Unknown at the time this report was prepared, however, we estimate final grades to generally be within approximately 2 feet of existing grade. Responsive u Resourceful r Reliable 1 Geotechnical Engineering Report 1rrrracon Williams TXP 1 Plant Electrical Substation u Garfield County, Colorado October 4, 2012 a Terracon Project No. AD125024 ITEM DESCRIPTION Maximum Toads Lightly loaded steel structures: 8,000 pounds vertical and 82 ft -kips overturning moment. Heavily loaded steel structures: 10,000 to 20,000 pounds vertical and 350 ft -kips overturning moment. 230 KV transformers: 250,000 pounds each vertical. Turning Pole: 15,000 pounds vertical and 1,000 ft -kips overturning moment. Maximum allowable settlement Structures: 1 inch total, '/2 inch differential Grading Site grading plans were not available at the time that this report was prepared, however we assume that less than 2 feet of cut andlar fill will be required to achieve final grade. Cut and fill slopes Assumed to be no steeper than 3H:1V (Horizontal to Vertical). Below grade areas None anticipated 2.2 Site Location and Description ITEM DESCRIPTION Location This project will be located in the Northwest''/, of the Northeast'/ of Section 23, Township 6 South, Range 96 West, 6th Principal Meridian, Garfield County, Colorado. Current ground cover Existing electrical substation with existing electrical equipment, driving areas parking areas and vacant areas. Existing topography The majority of the proposed site is relatively level with minor topographic relief down to the southwest. 3.0 SUBSURFACE CONDITIONS 3.1 Typical Profile Based on results of exploratory test borings, subsurface conditions on the project site can be generalized as follows: Stratum Approximate Depth to Bottom of Stratum (feet) Material Description Consistency/Density 1 7 Existing man made fill variable Responsive u Resourceful o Reliable 2 Geotechnical Engineering Report Williams TXP 1 Plant Electrical Substation n Garfield County, Colorado October 4, 2012 n Terracon Project No. AD125024 lFerracon Stratum Approximate Depth to Bottom of Stratum (feet) Material Description Consistency/Density 2 25 to 52 ( not determined in TH 1, TH-2 and TH-4 to the maximum depth of the exploratory test borings) Clay, sandy stiff to very stiff 3 Not determined to 60 feet, maximum depth explored formational shale , weathered to very hard 1. Formational shale was identified by standard penetration test and auger cuttings. Undisturbed samples to verify shale were not obtained. The upper soil encountered in the borings generally consisted of lean to moderate plasticity, and had the following measured liquid limits, plastic limits, and plasticity indices: Sample Location Depth (feet) Liquid Limit (%) Plastic Limit (%) Plasticity Index (%) TH-2 0 to 5 37 17 20 TH-5 0 to 5 32 14 18 Conditions encountered at each exploratory test boring location are indicated on the individual test boring logs. Stratification boundaries on the boring logs represent the approximate location of changes in soil types; in situ, the transition between materials may be gradual. Details for each of the borings can be found on the boring logs in Appendix A of this report. 3.3 Groundwater The boreholes were observed while drilling and after completion for the presence and level of groundwater. Groundwater was observed in the exploratory test borings at a depth of 22 to 25 feet at the time of drilling. Due to the low permeability of the soils encountered in the borings, a relatively long period of time may be necessary for a groundwater level to develop and stabilize in a borehole in these materials. Long term observations in piezometers or observation wells sealed from the influence of surface water are often required to define groundwater levels in materials of this type. Groundwater level fluctuations occur due to seasonal variations in the amount of rainfall, runoff and other factors not evident at the time the borings were performed. In addition, perched water can develop over low permeability soil strata. Therefore, groundwater levels during construction or at other times in the life of the structure may be higher or lower than the levels indicated on the boring logs. The possibility of groundwater level fluctuations should be considered when developing the design and construction plans for the project. Responsive o Resourceful n Reliable 3 Geotechnical Engineering Report Williams TXP 1 Plant Electrical Substation n Garfield County, Colorado October 4, 2012 n Terracon Project No. AD125024 1Frracon 4.0 RECOMMENDATIONS FOR DESIGN AND CONSTRUCTION 4.1 Geotechnical Considerations Special geotechnical considerations for this project include the following: e The presence of undocumented fill at some locations of the project site, and the corresponding potential for excessive post construction settlement due to the presence of this material at and below the anticipated design foundation elevation. n The presence of soil at and near the anticipated design subgrade elevation that is prone to volume change with variations in moisture content and loading conditions. o The proposed construction includes moderately loaded structures on a relatively small site. Shallow foundations may not be practical in areas due to the depth of required soils treatment) with structural fill. Moderately loaded structures may require deep foundation support such as driven pile, screw pile or drilled pier. 4.1.1 Undocumented Fill Existing undocumented fill material was encountered in exploratory test borings TH-1 through TH-4 to a depth of approximately 7 feet below existing grade. The existing undocumented fill encountered in the borings was mainly comprised of lean sandy clay. Conditions can also vary between boring locations. In our opinion, support of the planned structures on or above existing undocumented fill involves risk. Risk associated with construction on existing undocumented fill must be assumed by the owner. Foundations and floor slabs supported on or above existing fill material that has not been uniformly placed and compacted with strict moisture and density control may not perform predictably. It is important to note that foundations and floor slabs placed over existing undocumented fill could experience settlement greater than those tolerable for conventionally -constructed structures. Shallow foundations should not bear on the existing undocumented fill. If the undocumented fill will not be entirely removed from the project site, overexcavation below a typical design bearing depth of shallow spread footings should be expected. Based on the limited boring data, it appears that excavation to depths of about 7 feet below the existing ground surface would be necessary to remove the existing fill. From an engineering and general performance perspective, the preferred method of construction would be to completely remove the existing undocumented fill and any unsuitable soil below foundations and slabs and replace it with properly placed and compacted fill as described in section 4.2 Earthwork of this report. Responsive u Resourceful o Reliable 4 Geotechnical Engineering Report Williams TXP 1 Plant Electrical Substation t Garfield County, Colorado October 4, 2012 n Terracon Project No. AD125024 lrerracon 4.1.2 Existing Utilities Based upon observations made at the project site, it appears that there are existing underground utilities on or near the project site. If these utilities are to be relocated, the resulting trenches should be overexcavated and backfilled properly and tested in accordance with the recommendations in this report in section 4.2 Earthwork. 4.1.3 Swell Potential The soil present near the anticipated at -grade floor slab subgrade level is active and prone to volume change with variations in moisture content. For this reason we recommend a low volume change zone be constructed beneath all at -grade floor slabs. The procedures for using a low volume change zone as recommended in this report may not eliminate all future subgrade volume change and resultant shallow foundation and floor slab movements. However, the procedures outlined should significantly reduce the potential for subgrade volume change. Additional reductions in floor slab movements could be achieved by using a thicker low volume change zone. Details regarding this low volume change zone are provided in section 4.8 Floor Slab. Any compacted structural fill placed in the upper 24 inches beneath the building areas should meet the requirements for Low Volume Change Material which is defined in this report, section 4.2 Earthwork. This report provides recommendations to help mitigate the effects of soil shrinkage and expansion. However, even if these procedures are followed, some movement and at least minor cracking in the structures could still occur. The severity of cracking and other cosmetic damage such as uneven floor slabs on grade will probably increase if any modification of the site results in excessive wetting or drying of the expansive soils. Eliminating the risk of movement and cosmetic distress may not be feasible, but it may be possible to further reduce the risk of movement if significantly more expensive measures are used during construction. We would be pleased to discuss other construction alternatives with you upon request. 4.1.4 General We recommend that the exposed subgrade be thoroughly evaluated after stripping of any topsoil and creation of all cut areas, but prior to the start of any fill operations. We recommend the geotechnical engineer be retained to evaluate the actual bearing material exposed at the time of construction for the foundations and floor slab subgrade soils. Subsurface conditions, as identified by the field and laboratory testing programs, have been reviewed and evaluated with respect to the proposed building plans known to us at this time. 4.2 Earthwork 4.2.1 Site Preparation After stripping or excavating to rough grade, and prior to placing new fill, the subgrade and all existing undocumented/uncontrolled fill remaining in-place should be evaluated by a Terracon Responsive o Resourceful o Reliable 5 Geotechnical Engineering Report 1Frracon Williams TXP 1 Plant Electrical Substation a Garfield County, Colorado October 4, 2012 ® Terracon Project No. AD125024 representative. This could include in-place field density tests, proofrolling, and test pits, as appropriate. Proof -rolling can be performed with a loaded tandem axle dump truck. Unsuitable areas observed at this time should be improved by scarification and recompaction or by undercutting and replacement with suitable compacted fill. Additional removal may need to be performed if further unstable or unsuitable material is observed. 4.2.2 Material Requirements Compacted structural fill should meet the following material property requirements: Fill Type' USCS Classification Acceptable Location for Placement Lean clay CL (LL<40) All locations and elevations Lean to fat clay CL/CH (40<LL<50) > 24 inches below building finished grade unless tested and meets low volume change material criteria Fat clay2 CH (LL>50) > 24 inches below building finished grade Well graded granular GM3 All locations and elevations Low Volume Change Material4 CL (LL<50 & PI<22) or GN/13 All locations and elevations On-site soils Existing Fill: CUCH, CH The on-site soil appears suitable for use as fill > 24 inches below building finished grade unless tested and meets low volume change materia! criteria 1. Compacted structural fill should consist of approved materials that are free of organic matter and debris. Frozen material should not be used, and fill should not be placed on a frozen subgrade. A sample of each material type should be submitted to the Terracon for evaluation. 2. Delineation of moderate to highly plastic days should be performed in the field by a qualified geotechnical engineer or their representative, and could require additional laboratory testing. 3. Similar to CDOT Class 6 crushed aggregate. If frost heave is not a concern, then CDOT Class 2 crushed granular material such as sand, gravel or crushed stone containing at a maximum 15% low plasticity fines may also be used. Material should be approved by the geotechnical engineer. 4. Low plasticity cohesive soil or granular soil having low plasticity fines. Material should be approved by the geotechnical engineer. 4.2.3 Compaction Requirements ITEM DESCRIPTION Fill Lift Thickness 9 inches or less in loose thickness when heavy, self- propelled compaction equipment is used 4 to 6 inches in loose thickness when hand -guided equipment (i.e. jumping jack or plate compactor) is used Compaction Requirements' 95% of the material's maximum standard Proctor dry density (ASTM D 698) for cohesive soils and 95% of the material's maximum modified Proctor dry density (ASTM D 1557) for cohesionless soil. Responsive n Resourceful a Reliable 6 Geotechnical Engineering Report Williams TXP 1 Plant Electrical Substation a Garfield County, Colorado October 4, 2012 re Terracon Project No. AD125024 lierracan Moisture Content -- Cohesive Soil Within the range of optimum moisture content to 4% above optimum moisture content as determined by the standard Proctor test at the time of placement and compaction Moisture Content -- Granular Material Workable moisture levels 2 1. We recommend that compacted structural fill be tested for moisture content and compaction during placement. Should the results of the in-place density tests indicate the specified moisture or compaction limits have not been met, the area represented by the test should be reworked and retested as required until the specified moisture and compaction requirements are achieved. 2. Specifically, moisture levels should be maintained low enough to allow for satisfactory compaction to be achieved without the cohesionless fill material pumping when proofrolled. 4.2.4 Utility Trench Backfill All trench excavations should be made with sufficient working space to permit construction including backfill placement and compaction. If utility trenches are backfilled with relatively clean granular material, they should be capped with at least 18 inches of cohesive fill in non -pavement areas to reduce the infiltration and conveyance of surface water through the trench backfill. Utility trenches are a common source of water infiltration and migration. All utility trenches that penetrate beneath the building should be effectively sealed to restrict water intrusion and flow through the trenches that could migrate below the building. We recommend constructing an effective day "trench plug" that extends at least 5 feet out from the face of the structure exterior. The plug material should consist of clay compacted at a water content at or above the soil's optimum water content. The clay fill should be placed to completely surround the utility line and be compacted in accordance with recommendations in this report. 4.2.6 Grading and Drainage Final surrounding grades should be sloped away from the structures on all sides to prevent ponding of water. Gutters and downspouts that drain water a minimum of 10 feet beyond the footprint of the proposed structures are recommended. This can be accomplished through the use of splash -blocks, downspout extensions, and flexible pipes that are designed to attach to the end of the downspout. Flexible pipe should only be used if it is daylighted in such a manner that it gravity -drains collected water. Splash -blocks should also be considered below hose bibs and water spigots. 4.2.6 Construction Considerations It is possible that the subgrade and/or base of over -excavations will be unstable upon initial exposure. Unstable subgrade conditions could worsen during general construction operations, particularly if the soils are wet or subjected to repetitive construction traffic. The use of light construction equipment would aid in reducing subgrade disturbance. The use of remotely operated equipment, such as a backhoe, would be beneficial to perform cuts and reduce Responsive n Resourceful n Reliable 7 Geotechnical Engineering Report 1 rrrccan Williams TXP 1 Plant Electrical Substation ra Garfield County, Colorado October 4, 2012 n Terracon Project No. AD125024 subgrade disturbance. Should unstable subgrade conditions be encountered, stabilization measures will need to be employed, and could consist of one of the methods outlined below. Scarification and Re -compaction — It may be feasible to scarify, dry, and recompact the exposed soils. The success of this procedure would depend primarily upon favorable weather and sufficient time to dry the soils. Stable subgrades likely would not be achievable if the thickness of the unstable soil is greater than about 1 foot, or if construction is performed during a period of wet weather when drying is difficult. Crushed Stone — Crushed stone or crushed gravel could be used to improve subgrade stability. Typical undercut depths would be expected to range from about 6 to 24 inches below finished subgrade elevation. The use of high modulus geotextiles (i.e., engineering fabric or geogrid) could also be considered after underground work such as utility construction is completed. Prior to placing the fabric or geogrid, we recommend that all below grade construction, such as utility line installation, be completed to avoid damaging the fabric or geogrid. Equipment should not be operated above the fabric or geogrid until one full lift of crushed stone fill is placed above it. The maximum particle size of granular material placed over geotextile fabric or geogrid should not exceed 1% inches. Granular gradation requirements provided by the geosynthetic product manufacturer should be verified prior to material purchase and delivery to the site. Further evaluation of the need and recommendations for subgrade stabilization can be provided during construction as the geotechnical conditions are exposed on a broad scale; however we recommend that the owner budget for, and the contractor be prepared for subgrade stabilization. Upon completion of filling and grading, care should be taken to maintain the subgrade moisture content prior to construction of foundations, floor slabs, and pavement areas. Construction traffic over the completed subgrade should be avoided to the extent practical. The site should also be graded to prevent ponding of surface water on the prepared subgrades or in excavations. If the subgrade should become frozen, desiccated, saturated, or disturbed, the affected material should be removed or these materials should be scarified, moisture conditioned, and recompacted prior to foundation construction. As a minimum, all temporary excavations should be sloped or braced as required by Occupational Health and Safety Administration (OSHA) regulations to provide stability and safe working conditions. Temporary excavations will probably be required during grading operations. The grading contractor, by his contract, is usually responsible for designing and constructing stable, temporary excavations and should shore, slope or bench the sides of the excavations as required, to maintain stability of both the excavation sides and bottom. All excavations should Responsive ra Resourceful u Reliable 8 Geotechnical Engineering Report 1 r��c�CDri Williams TXP 1 Plant Electrical Substations Garfield County, Colorado October 4, 2012 n Terracon Project No. AD125024 comply with applicable local, state and federal safety regulations, including the current OSHA Excavation and Trench Safety Standards. The geotechnical engineer should be retained during the construction phase of the project to observe earthwork and to perform necessary tests and observations during subgrade preparation; proof -rolling; placement and compaction of controlled compacted fills; backfilling of excavations into the completed subgrade, and just prior to construction of building floor slabs. 4.3 Driven Pile Foundations (Structures less tolerant to movement) Based on subsurface conditions encountered at the boring locations, we recommend the structures be supported on piles driven to practical refusal within the shale bedrock. Based on the standard penetration test blow count we anticipate potential shale bedrock to be about 45 to 55 feet below the existing ground surface. Steel pile foundations driven to practical refusal in the underlying bedrock can be designed for an allowable end bearing pressure based upon the working stress of the steel. Bearing capacity of the foundation element would be based upon the cross-sectional area of the pile and the allowable stress of the steel. A larger pile section would have a higher capacity. Driven steel piles should be driven to practical refusal in the shale bedrock, using an appropriately sized hammer, could be designed using a maximum allowable working stress in the pile steel of 25% of the pile steel`s yield strength or 9 ksi for typical 36 ksi steel. Potential competent shale bedrock was encountered at depths of about 45 to 52 feet below existing grade in exploratory test borings TH-3 and TH-5. However, the quality and depth of the bedrock may vary and several feet of pile penetration into the bedrock may be required to achieve practical refusal, therefore actual pile lengths may vary. We recommend the design load bearing capacity of the piles be verified by an appropriate dynamic pile driving formula during installation. Pile foundations designed and constructed as recommended in this report would be expected to experience total settlements less than 112 inch and differential settlements less than % of the total settlement, in addition to elastic shortening of the pile materials. Care should be taken not to overdrive and damage the piles during installation. The contractor should be prepared to cut or splice piles, as necessary. We recommended that Terracon be retained to evaluate the installation of the driven pile to assess when adequate bearing has been achieved. 4.3.1 Driven Pile Design Recommendations In our opinion, Steel "H" piles such as HP 10 x 42 piles or steel 10 or 12 inch minimum diameter pipe piles which are driven to practical refusal within the shale bedrock, can be used to support Responsive u Resourceful u Reliable 9 Geotechnical Engineering Report Williams TXP 1 Plant Electrical Substation n Garfield County, Colorado October 4, 2012 El Terracon Project No, A0125024 1Terracon the proposed structure. If driven to practical refusal, the stress of the pile cross section would control the pile capacity. Using 50 ksi steel the nominal compression resistance would be 310 tons. A pile structural resistance factor for axial resistance (c)s) of 0.5 should be used. A geotechnical resistance factor (c)o) of 0.4 should be used if pile driving acceptance is determined using the Gates formula and 0.1 if using the Engineering News Record (ENR) formula. A driven resistance factor (oda) of 1.0 should be used for drivability analysis of steel piles. A pile driving hammer capable of delivering a minimum 24,000 ft -lbs of energy per stroke should be used to install the piles. The pile driving hammer should be equipped with appropriate cushion to prevent damage to the pile while driving. Based on our experience, piles driven to refusal with an appropriate pile driving hammed as discussed may be designed using a pile capacity of 40 to 50 tons for pipe piles driven closed end and a capacity of 30 to 40 tons for H piles . Driven pile groups should have a minimum spacing of at least 3 pile diameters center to center to develop individual pile capacities as discussed above. Groups of piles placed closer than three pile diameters, center to center, Will have a reduced individual pile capacity and should be evaluated to determine their reduced capacity. 4.3.2 Driven Pile Construction Considerations In order for the pile to develop the recommended capacity, measurements and observations should be made to ascertain that the pile tip elevation is within the recommended stratum. Further, several feet of penetration into the shale bedrock may be required before competent rock is encountered. Therefore, we recommend that point reinforcement and/or flange stiffening be considered to protect pile tips from damage during potential hard driving conditions which may occur as the design capacity is being obtained. Care should be taken not to overdrive and damage the piles during installation. The contractor should be prepared to cut or splice piles, as necessary. We recommend that pile installation be observed by the geotechnical engineer. Frost action beneath pile caps and grade beams can cause uplift Toads on the piles. To avoid the potential uplift loads, the base of the caps and grade beams should extend a minimum of 3 feet below the lowest adjacent outside grade. As an alternative, a void form of at least 6 inches thickness may be used to separate pile supported structure from the potential frost action. Pile foundations designed and constructed as recommended in this report should be expected to experience total and differential settlements of less than 1/2 inch, in addition to elastic shortening of the pile material. Responsive ri Resourceful © Reliable 10 Geotechnical Engineering Report Williams TXP 1 Rant Electrical Substation n Garfield County, Colorado October 4, 2012 n Terracon Project No. AD125024 lierracon 4.4 Drilled Pier and Screw Pile End Bearing Recommendations (Structures less tolerant to movement- Discussion of Foundation Alternatives) 4.4.1 Screw Pile Recommendations Subsurface conditions indicate that structures could be supported by a screw pile foundation systems bearing within the shale bedrock. The screw piles should be designed to support the loads entirely through tip resistance (end -bearing). A combination of tip resistance and shaft resistance should not be used. n Screw piles should be designed for a maximum allowable end bearing pressure of 30,000 psf for screw piles supported in the shale bedrock. Screw piles should be designed for a minimum deadload pressure of 5000 psf based on screw pile cross-sectional area. If this deadload cannot be achieved, screw pile length should be increased. The shale bedrock can be assigned a skin friction value of 2250 psf for uplift resistance, at least 5 feet below the screw pile cap. o Screw piles should penetrate at least 10 feet or two helix diameters, whichever is greater, into the shale bedrock and have a total length of at least 55 feet. n Screw piles should be reinforced the full length of the screw pile. Reinforcement should extend into grade beams and foundation walls. In our experience, screw pile reinforcement has been provided by the pile material cross section. The structural engineer should validate screw pile reinforcement design. u Foundation walls and grade beams should be well reinforced; the reinforcement should be designed by a qualified structural engineer. n If the screw pile foundations are designed and constructed as discussed above, we estimate that the post construction total settlement will be about % inch with about % of the total settlement occurring as differential settlement. The estimated settlement is dependent on screw pile design loads, soil conditions supporting the screw piles and screw pile depth. If the screw pile design loads, soil conditions or the screw pile depths are different than discussed above, we should be contacted to provide additional settlement considerations. n There should be at least a 4 -inch or thicker continuous void beneath all grade beams and foundation walls, between screw piles, to concentrate dead load on the screw piles and provide separation between the bottom of grade beams and site soils. Alternately, a 6 -inch void form may be used above frost depths for this type of construction. Ei Installation of screw piles should be observed by a representative of our firm to identify the proper bearing strata and confirm proper installation technique. Our Responsive a Resourceful 41 Reliable 11 Geotechnical Engineering Report Williams TXP 1 Plant Electrical Substation u Garfield County, Colorado October 4, 2012 © Terracon Project No. AD125024 lrerracon representative should be called to visit the site at the time of the first pier excavation and all subsequent pier excavations. r� Exterior walls must be protected from frost action. Refer to the local building code for details. We understand the Garfield County Building Department recommends coverage of at least 36 inches at an elevation up to 6,000 feet, at least 42 inches for elevations of 6,000 to 8,000 feet and at least 48 inches for elevations above 8,000 feet for frost protection. Equipment foundations may also be protected from frost action using at least a 6 -inch structural void. 13 We recommend performing a load test of select screw piles to verify the design load and settlement criteria has been obtained during installation. 4,4,2 Drilled Pier (End Bearing) Recommendations Subsurface conditions indicate that structures could be supported by a drilled pier foundation system bearing within the shale bedrock. The drilled shafts should be designed to support the Toads using a combination of tip resistance and shaft resistance. Our recommended design parameters for each bent are provided in the following tables. End Bearing Drilled Pier Design Parameters Depth Below Existing Grade (feet} Unit Weight (pcf1� Nominal Shaft Resistance (psf)3 Shaft Res. Factor 0 Nominal Tip Resistance (psfl Tip Res. Factor (1) Cohesion !Shear Strength (psf) Internal Angle of Friction (Degrees) StrainLa s c5 Static teral Subgrade Modulus (pci) 6 Native Clay 7 to 45 120 250 Ignore Ignore Ignore Ignore Ignore Ignore Ignore Weathered to hard Shale 40 — 50 140 2,500 0.55 30,000 5 0.50 5 1,000 25 0.0005 2,000 1. Shaft construction observation is recommended to adjust shaft length if variable soil or bedrock conditions are encountered. 2. We recommend a design groundwater level equal to about 20 feet below the existing grade. To determine effective unit weight below the recommended groundwater level, subtract 63 pcf from the unit weight value listed in the table. 3. Shaft resistance within the native clay to be used for uplift only. Shaft Resistance within weathered to hard shale to be used only when tip resistance is not utilized. 4. Minimum shaft length of 55 feet required. Terracon should be contacted if the shaft length is less than 55 feet as modifications to our design parameters may be warranted. The drilled shaft must extend at least 10 feet, or one shaft diameter, whichever is greater, into the unweathered formational shale to achieve the full listed capacity. If Tip resistance is used to support the shaft, all shaft resistance should be ignored. Piers should be designed for a minimum dead Toad pressure of 5,000 psf based on pier cross- sectional area. If this dead Toad cannot be achieved, pier length should be increased. Responsive u Resourceful n Reliable 12 Geotechnical Engineering Report Williams TXP 1 Plant Electrical Substation n Garfield County, Colorado October 4, 2012 a Terracon Project No. AD125024 lierracon 5. Estimated settlement of drilled piers designed as discussed above will be less than about'/ inch with the differential settlement about % of the total settlement. 6. Lateral subgrade modulus and sso values provided above are to be used with LPILEPtus software. The above -indicated cohesion, friction angle, lateral subgrade modulus, and strain (€3o) are ultimate values without factors of safety. The tip resistance and shaft resistance are ultimate values and should have the respective resistance factors applied in accordance with LRFD design procedures. The values given in the above table are based on our borings and past experience with similar soil types. Lateral resistance and friction in the upper 3 feet should be ignored due to the potential effects of frost action, desiccation, and drilling disturbance. Drilled pier groups should have a minimum spacing of at least 3 pier diameters center to center to develop individual pier capacities as discussed above. Groups of piers placed closer than three pier diameters, center to center, will have a reduced individual pier capacity and should be evaluated to determine their reduced capacity. Drilled Pier foundations should be constructed with at least a 4 -inch or thicker continuous void beneath all grade beams and foundation walls, between piers, to concentrate dead load on the piers and provide separation between the bottom of grade beams and site soils. Deep equipment foundations may be founded above frost depth if the void form is increased to 6 inches thickness. We anticipate heightened costs for drilled pier installation because of soft caving soils and water requiring casing. Drilled shafts designed and constructed to bear suitable materials as described above would be expected to experience long-term total settlement of less than 1/2 - inch. Differential settlement is not expected to exceed one-half of the total settlement. An alternative to end bearing drilled piers, being drilled piers supported only in the upper clays, is presented later in section 4.5. 4.4.3 Drilled Shaft (End Bearing) Construction Considerations Shaft drilling through the native clay is not expected to be difficult based upon the material encountered within the borings. However, special drilling techniques may be required to penetrate potential gravel and cobble zones that could be encountered within the native soils as well as weathered to hard shale which may be encountered prior to competent rock. Specialized drilling should be anticipated to advance drilled shafts within the onsite shale bedrock. Unit rates for casing and pumping and rock excavation should be provided by the contractor. Groundwater was encountered in the exploratory test borings drilled for this report, groundwater could be encountered during shaft drilling. Therefore, temporary casing may be needed to advance drilled shaft excavations. Temporary casing should be installed when personnel enter the shafts to clean and/or test the bearing surface. Responsive [9 Resourceful u Reliable 13 Geotechnical Engineering Report lFerracon Williams TXP 1 Plant Electrical Substation n Garfield County, Colorado October 4, 2012 n Terracon Project No. AD125024 The bottom of the shaft excavations should be cleaned of any water and loose material before placing reinforcing steel and concrete. Concrete should be placed soon after excavating to minimize bearing surface disturbance. It is recommended the geotechnical engineer be retained to observe and test the foundation bearing materials. Any water accumulating in the shaft excavation should be pumped from the excavation or the water level should be allowed to stabilize and then concrete should be placed using the tremie method. If concrete will be placed as the temporary casing is being removed, we recommend the concrete mixture be designed with a slump of about 5 to 7 inches to reduce the potential for arching when removing the casing. While removing the casing from a shaft excavation during concrete placement, the concrete inside the casing should be maintained at a sufficient level to resist any earth and hydrostatic pressures outside the casing during the entire casing removal procedure. Although obvious signs of harmful gases such as methane, carbon monoxide, etc., were not noted in the borings during the drilling operations, gas could be encountered in the drilled shaft excavations during construction. The contractor should check for gas and/or oxygen deficiency prior to any workers entering the excavation for observation and manual cleanup. We recommend that a representative of Terracon be present during drilling activities to evaluate the materials removed from the drilled shaft excavations to determine when adequate capacity has been developed, to observe the base of the drilled shaft to determine that the cuttings have been adequately removed, and also to observe the concreting techniques. 4.5 Drilled Pier and Screw Pile Bearing in Shallow Clay Recommendations (structures more tolerant to movement -Discussion of Foundation Alternatives) 4.5.1 Screw Pile Bearing in Shallow Clay Recommendations Subsurface conditions indicate that structures which are more tolerant to movement could be supported by a shallow screw pile foundation systems bearing within the sandy clay. The screw piles should be designed to support the loads entirely through tip resistance (end -bearing). A combination of tip resistance and shaft resistance should not be used. 1, Screw piles should be designed for a maximum allowable end bearing pressure of 6,500 psf for screw piles supported in the sandy clay. The screw piles should have a minimum penetration into the sandy clay of 15 feet but no more than 20 feet to develop the recommended allowable bearing capacity. Screw piles extending more than 20 feet may encounter groundwater which may significantly reduce the bearing capacity. If screw piles will extend deeper than 20 feet the screw piles should extend completely to the shale bedrock or we should be contacted to provide additional analysis and reduced bearing capacity recommendations. Responsive u Resourceful u Reliable 14 Geotechnical Engineering Report Williams TXP 1 Plant Electrical Substation n Garfield County, Colorado October 4, 2012 n Terracon Project No. A0125024 11 1Terracon Screw piles should be designed for a minimum deadload pressure of 2,500 psf based on screw pile cross-sectional area. If this deadload cannot be achieved, screw pile length should be increased. u Screw piles should penetrate at least 15 feet into the sandy clay soils but not more than 20 feet. • Screw piles should be reinforced the full length of the screw pile. Reinforcement should extend into grade beams and foundation walls. In our experience, the reinforcement has been provided by the pile material cross section. The structural engineer should provide screw pile reinforcement design. Foundation walls and grade beams should be well reinforced; the reinforcement should be designed by a qualified structural engineer. If the screw pile foundations are designed and constructed as discussed above, we estimate that the post construction total settlement will be about 2 inches with about 1/2 of the total settlement occurring as differential settlement. The estimated settlement is dependent on screw pile design loads, soil conditions supporting the screw piles and screw pile depth. If the screw pile design toads, soil conditions or the screw pile depths are different than discussed above, we should be contacted to provide additional settlement considerations. o There should be at least a 4 -inch or thicker continuous void beneath all grade beams and foundation walls, between screw piles, to concentrate dead load on the screw piles and provide separation between the bottom of grade beams and site soils. Installation of screw piles should be observed by a representative of our firm to identify the proper bearing strata and confirm proper installation technique. Our representative should be called to visit the site at the time of the first pier excavation and all subsequent pier excavations. Exterior walls must be protected from frost action. Refer to the local building code for details. We understand the Garfield County Building Department recommends coverage of at least 36 inches at an elevation up to 6,000 feet, at least 42 inches for elevations of 6,000 to 8,000 feet and at least 48 inches for elevations above 8,000 feet for frost protection. © We recommend performing a Toad test of select screw piles to verify the design load has been obtained during installation. 4.5.2 Drilled Pier Bearing in Shallow Clay Recommendations Subsurface conditions indicate that structures could be supported by a drilled pier foundation system bearing within the sandy clay soils. Side shear resistance should be considered for these, usually more lightly loaded and surface adjustable elements such as pipe racks. Our recommended design parameters for each bent are provided in the following tables. Responsive n Resourceful u Reliable 15 Geotechnical Engineering Report Williams TXP 1 Plant Electrical Substation u Garfield County, Colorado October 4, 2012 a Terracon Project No. AD125024 lierracon Drilled Pier Bearing in Shallow Clay Design Parameters Depth Below Existing Grade Unit Weight (pct) Nominal Shaft Resistance a Shaft Res. Factor Nominal Tap Resistance Tip Res. Factor Cohesion /Shear Strength Internal Angle of Friction Strain E506 Static Subgrade Modulus (feet)1 (psf} 0 (psf) 0 (psi') (Degrees) (pci) e Native Clay 122 250 0.55 7,500 5 0.40 5 300 25 0.0405 500 7to20 1. Shaft construction observation is recommended to adjust shaft length if variable soil or bedrock conditions are encountered. 2. We recommend a design groundwater level equal to about 20 feet below the existing grade. To determine effective unit weight below the recommended groundwater level, subtract 63 pcf from the unit weight value listed in the table. 3. Shaft resistance within the native clay to be used for uplift only. Shaft Resistance within weathered shale shale to be used only when tip resistance is not utilized. 4. Minimum shaft length of 15 feet but not more than 20 feet required. Terracon should be contacted if the shaft length is less than 15 feet or more than 20 feet as modifications to our design parameters may be warranted. The drilled shaft must extend at least 15 feet, or one shaft diameter, whichever is greater, into the sandy clay soils to achieve the full listed capacity. If Tip resistance is used to support the shaft, all shaft resistance should be ignored. Piers should be designed for a minimum dead load pressure of 2,500 psf based on pier cross-sectional area. If this dead load cannot be achieved, pier length should be increased. 5. Estimated settlement of drilled piers designed as discussed above will be about 2 inches with the differential settlement about % of the total settlement. 6. Lateral subgrade modulus and Esti values provided above are to be used with LPILE" software. The above -indicated cohesion, friction angle, lateral subgrade modulus, and strain (Esc) are ultimate values without factors of safety. The tip resistance and shaft resistance are ultimate values and should have the respective resistance factors applied in accordance with LRFD design procedures. The values given in the above table are based on our borings and past experience with similar soil types. Lateral resistance and friction in the upper 3 feet should be ignored due to the potential effects of frost action, desiccation, and drilling disturbance. Drilled pier groups should have a minimum spacing of at least 3 pier diameters center to center to develop individual pier capacities as discussed above. Groups of piers placed closer than three pier diameters, center to center, will have a reduced individual pier capacity and should be evaluated to determine their reduced capacity. Responsive n Resourceful a Reliable 16 Geotechnical Engineering Report Williams TXP 1 Plant Electrical Substation n Garfield County, Colorado October 4, 2012 a Terracon Project No. AD125024 1Terracon Drilled Pier foundations should be constructed with at least a 4 -inch or thicker continuous void beneath all grade beams and foundation walls, between piers, to concentrate dead load on the piers and provide separation between the bottom of grade beams and site soils. Drilled shafts designed and constructed to bear suitable materials as described above would be expected to experience long-term total settlement of Tess than 2 -inches. Differential settlement is not expected to exceed one-half of the total settlement. 4.5.3 Drilled Shaft Shallow Bearing Construction Considerations Shaft drilling through the native clay is not expected to be difficult based upon the material encountered within the borings. Cobble and boulder sized shale pieces may be encountered during pier drilling which may tend to cause the pier hole to drift. Groundwater was encountered in the exploratory test borings drilled for this report, groundwater could be encountered during shaft drilling. Therefore, temporary casing may be needed to advance drilled shaft excavations. Temporary casing should be installed when personnel enter the shafts to dean and/or test the bearing surface. If groundwater is encountered in shall bearing drilled piers Terracon should be contacted to provide additional drilled pier recommendations. The bottom of the shaft excavations should be cleaned of any water and loose material before placing reinforcing steel and concrete. A minimum shaft diameter of at least 30 inches is required for entry of construction and testing personnel, and to facilitate clean-out and possible dewatering of the shaft excavation. Concrete should be placed soon after excavating to minimize bearing surface disturbance. It is recommended the geotechnical engineer be retained to observe and test the foundation bearing materials. Any water accumulating in the shaft excavation should be pumped from the excavation or the water level should be allowed to stabilize and then concrete should be placed using the tremie method. If concrete will be placed as the temporary casing is being removed, we recommend the concrete mixture be designed with a slump of about 5 to 7 inches to reduce the potential for arching when removing the casing. While removing the casing from a shaft excavation during concrete placement, the concrete inside the casing should be maintained at a sufficient level to resist any earth and hydrostatic pressures outside the casing during the entire casing removal procedure. Although obvious signs of harmful gases such as methane, carbon monoxide, etc., were not noted in the borings during the drilling operations, gas could be encountered in the drilled shaft excavations during construction. The contractor should check for gas and/or oxygen deficiency prior to any workers entering the excavation for observation and manual cleanup. Responsive u Resourceful n Reliable 17 Geotechnical Engineering Report lFerracon Williams TXP 1 Plant Electrical Substation Garfield County, Colorado October 4, 2012 n Terracon Project No. AD125024 We recommend that a representative of Terracon be present during drilling activities to evaluate the materials removed from the drilled shaft excavations to determine when adequate capacity has been developed, to observe the base of the drilled shaft to determine that the cuttings have been adequately removed, and also to observe the concreting techniques. 4.6 Footing Foundations (structures tolerant to more movement -Discussion of Foundation Alternatives) As an alternate to support of the structure on intermediate/deep foundations, if the owner is willing to assume the risk of supporting the foundations shallow sandy clay soils, the proposed structures can be supported using a shallow spread footing foundation system bearing on new engineered fill extending 2 to 7 feet or at least one footing width, whichever is greater, below the new footing bearing elevations. Design recommendations for shallow foundations for the proposed structures are presented in the following sections, Existing fill was encountered in the exploratory test borings to a depth of about 7 feet. Footing foundations should not be supported by the existing fill. The existing fill should be removed in its entirety and replaced as well compacted engineered structural fill. 4.6.1 Footing Foundation Design Recommendations DESCRIPTION Column Wall Net allowable bearing pressure 1,500 psf 1,500 psf Minimum dimensions 30 inches 18 inches Minimum embedment below finished grade for frost protection 36 inches 36 inches Approximate total and differential settlement from foundation Toads Fill Thickness (feet) Estimated Settlement (inches) Fill Thickness (feet) Estimated Settlement (inches) 0 1 to 11/2 0 1% to 13A 2 %to1 2 1to11/ 4 %to 1 4 %to 1 Allowable passive pressure '6 260 psf Ultimate coefficient of sliding friction a 0.27 1. The recommended net allowable bear ng pressure is the pressure in excess of the minimum surrounding overburden pressure at the footing base elevation. Assumes any unsuitable fill or soft soils, if encountered, will be undercut and replaced with compacted structural fill. Based upon a Factor of Safety of 3. 2. And to reduce the effects of seasonal moisture variations in the subgrade soils. For perimeter footing and footings beneath unheated areas. Responsive a Resourceful u Reliable 18 Geotechnical Engineering Report lFerrEICOfl Williams TXP 1 Plant Electrical Substation u Garfield County, Colorado October 4, 2012 n Terracon Project No. AD125024 DESCRIPTION Column Wall 3. Estimated post construction settlement is based on well compacted engineered structural fill thickness. Well compacted engineered structural fill is discussed in this report. If passive resistance is used to resist lateral loads, the base friction should be neglected. 4.6.2 Footing Foundation Construction Considerations The base of all foundation excavations should be free of water and loose soil and rock prior to placing concrete. The bottom of the foundation excavation should be scarified a minimum 10 inches, moisture conditioned to within 2 percent of optimum moisture content and compacted to at least 95 percent of the maximum standard Proctor (ASTM D 698) dry density. Concrete should be placed soon after excavating to reduce bearing soil disturbance. Should the soils at bearing level become excessively dry, disturbed or saturated, or frozen, the affected soil should be removed prior to placing concrete. Place a lean concrete mud -mat over the bearing soils if the excavations must remain open over night or for an extended period of time. It is recommended that the geotechnical engineer be retained to observe and test the soil foundation bearing materials. Some surface and/or perched groundwater may enter foundation excavations during construction. It is anticipated any water entering foundation excavations from these sources can be removed using sump pumps or gravity drainage. If unsuitable bearing soils are encountered in footing excavations, the excavation could be extended deeper to suitable soils and the footing could bear directly on these soils at the lower level or the footings could bear on properly compacted structural backfill extending down to the suitable soils. Overexcavation for well compacted engineered structural fill placement below footings should extend laterally beyond all edges of the footings at least 12 inches per foot of overexcavation depth below footing base elevation. The overexcavation should then be backfilled up to the footing base elevation with well graded granular material placed in lifts of 9 inches or less in loose thickness (6 inches or less if using hand -guided compaction equipment) and compacted to at least 95 percent of the material's modified effort maximum dry density (ASTM D 1557). The overexcavation and backfill procedure is described in the following figure. Responsive u Resourceful u Reliable 19 Geotechnical Engineering Report Williams TXP 1 Plant Electrical Substation n Garfield County, Colorado October 4, 2012 u Terracon Project No. AD125024 lierracon ,Scarify & compact Compacted =f4 structural fill _{ esign footing level Recommended excavation level Overexcavation/Backfill Concept 4.7 Seismic Considerations Code Used Site Classification 2009 International Building Code (IBC) 1 C2 1. In general accordance with the 2009 international Building Code, Table 1613.5.2. 2. The 2009 International Building Code requires a site soil profile determination extending a depth of 100 feet for seismic site classification. The current scope requested does not include the required 100 foot soil profile determination. Borings for this report extended to a maximum depth of approximately 60 feet and this seismic site class assignment considers that shale or limestone bedrock continues below the maximum depth of the subsurface exploration. Additional exploration to greater depths could be considered to confirm the conditions below the current depth of exploration, or a geophysical exploration could be utilized to attempt to justify a more favorable seismic site class. 4.8 Floor Slab Undocumented fill is present on this site. Removal of existing undocumented fill and any unsuitable soil below floor slabs, and its replacement with properly compacted structural fill is recommended for this project. Existing slabs have experienced varying degrees of damage from slab curling during cure. Particular attention should be paid to curling potential and hot weather placement techniques. Responsive u Resourceful n Reliable 20 Geotechnical Engineering Report 1 Ferracon Williams TXP 1 Plant Electrical Substation Garfield County, Colorado October 4, 2012 Terracon Project No. AD125024 4.8.1 Floor Slab Design Recommendations ITEM DESCRIPTION Floor slab support 24 -inch low volume change zone and special subgrade preparation 1 Modulus of subgrade reaction 210 pounds per square inch per inch (psifin) for point loading conditions Aggregate base course/capillary break 2 6 inches of free draining granular material 1. Floor slabs should be structurally independent of any building footings or walls to reduce the possibility of floor slab cracking caused by differential movement between the slab and foundation. Because of the moderate to high shrink -swell potential of the sandy clay subgrade soils, we recommend a low volume change layer be developed below the floor slab. This layer should be at least 24 inches thick and should meet the Low Volume Change Material criteria outlined in this report in section 4.2 Earthwork. We recommend subgrades be maintained in a relatively moist condition until floor slabs are constructed. If the subgrade should become desiccated prior to construction of floor slabs, the affected material should be removed or the materials scarified, moistened, and recompacted, Upon completion of grading operations in the building areas, care should be taken to maintain the recommended subgrade moisture content and density until construction of the building floor slabs. 2. The floor slab design should include a capillary break comprised of free -draining, compacted, granular material at least 6 inches thick. The capillary break can be considered as part of the low volume change zone. Free -draining granular material should have less than 5 percent fines (material passing the #200 sieve). Other design considerations such as cold temperatures and condensation development could warrant more extensive design provisions. Where appropriate, saw -cut control joints should be placed in the slab to help control the location and extent of cracking. For additional recommendations refer to the ACI Design Manual. Joints or any cracks that develop should be sealed with a water -proof, non -extruding compressible compound specifically recommended for heavy duty concrete pavement and wet environments. The use of a vapor retarder should be considered beneath concrete slabs on grade that will be covered with wood, tile, carpet or other moisture sensitive or impervious coverings, or when the slab will support equipment sensitive to moisture. When conditions warrant the use of a vapor retarder, the slab designer should refer to ACI 302 and/or ACI 360 for procedures and cautions regarding the use and placement of a vapor retarder. 4.8.2 Floor Slab Construction Considerations Many of the clay soils in this locale have the potential to increase or decrease in volume with variations in moisture content. Soil having high plasticity characteristics (i.e., fat clay) generally has a greater potential for moisture related volume change than less plastic materials such as lean clay. In addition, swell potential is generally greater in material with a high dry unit weight Responsive cn Resourceful c Reliable 21 Geotechnical Engineering Report Williams TXP 1 Plant Electrical Substation n Garfield County, Colorado October 4, 2012 n Terracon Project No. AD125024 lierracon and low initial moisture content. However, even low plasticity soils can swell significantly if their moisture levels are initially low. On most project sites, the site grading is generally accomplished early in the construction phase. However as construction proceeds, the subgrade may be disturbed due to utility excavations, construction traffic, desiccation, rainfall, etc. As a result, the floor slab subgrade may not be suitable for placement of base rock and concrete and corrective action will be required. We recommend the area underlying the floor slab be rough graded and then thoroughly proofrolled with a loaded tandem axle dump truck prior to final grading and placement of base rock. Particular attention should be paid to high traffic areas that were rutted and disturbed earlier and to areas where backfilled trenches are located. Areas where unsuitable conditions are located should be repaired by removing and replacing the affected material with properly compacted fill. All floor slab subgrade areas should be moisture conditioned and properly compacted to the recommendations in this report immediately prior to placement of the base rock and concrete. 4.9 Lateral Earth Pressures Reinforced concrete walls with unbalanced backfill levels on opposite sides should be designed for earth pressures at least equal to those indicated in the following table. Earth pressures will be influenced by structural design of the walls, conditions of wall restraint, methods of construction and/or compaction and the strength of the materials being restrained. Two wall restraint conditions are shown. Active earth pressure is commonly used for design of free-standing cantilever retaining walls and assumes wall movement. The "at -rest" condition assumes no wall movement. The recommended design lateral earth pressures do not include a factor of safety and do not provide for possible hydrostatic pressure on the walls. Responsive n Resourceful n Reliable 22 Geotechnical Engineering Report Williams TXP 1 Plant Electrical Substation it Garfield County, Colorado October 4, 2012 n Terracon Project No. A0125024 S=Surcharge \-Harfzantal Finished Grade 'IL—I11 lir ftRequired movement to mobilize active pressure see notes. Applicable conditions below 1[erracon .i. PI ,r Rotafning / Wali -Horizontal Finished Grade Lateral Earth Pressure Concept Earth Pressure Coefficients Nrr■111■ Earth Pressure Conditions Coefficient for Backfill Type Equivalent Fluid Density (pcf) Surcharge Pressure, pi (psf) Earth Pressure, P2 (psf) Active (Ka) Granular - 0.33 40 (0.33)S (40)H Onsite clay - 0.45 55 (0.45)S (55)H At -Rest (Ko) Granular - 0.46 55 (0.46)S (55)H Onsite clay - 0.62 75 (0.62)S (75)H Passive (Kp) Granular - 3.0 360 --- --- Onsite clay - 2,19 260 --- Applicable conditions to the above include: For active earth pressure, wall must rotate about base, with top lateral movements of about 0.02 H to 0.04 H, where H is wall height n For passive earth pressure to develop, wall must move horizontally to mobilize resistance • Uniform surcharge, where S is surcharge pressure u In-situ soil backfill weight a maximum of 120 pcf n Horizontal backfill, compacted between 95 and 98 percent of standard Proctor maximum dry density Loading from heavy compaction equipment not included v No hydrostatic pressures acting on wall Responsive 11 Resourceful LI Reliable 23 Geotechnical Engineering Report Williams TXP 1 Plant Electrical Substation n Garfield County, Colorado October 4, 2012 n Terracon Project No. AD125024 Er No dynamic loading ii No safety factor included in soil parameters n Ignore passive pressure in frost zone 1[erracon Backfill placed against structures should consist of granular soils or low plasticity cohesive soils. For the granular values to be valid, the granular backfill must extend out from the base of the wall at an angle of at least 45 and 60 degrees from vertical for the active and passive cases, respectively. To calculate the resistance to sliding, a value of 0.3 should be used as the ultimate coefficient of friction between the footing and the underlying soil. A perforated rigid plastic or metal drain line installed behind the base of walls that extend below adjacent grade is recommended to prevent hydrostatic loading on the walls. The invert of a drain line around a below -grade building area or exterior retaining wall should be placed near foundation bearing level. The drain line should be sloped to provide positive gravity drainage or to a sump pit and pump. The drain line should be surrounded by clean, free -draining granular material having less than 5 percent passing the No. 200 sieve. The free -draining aggregate should be encapsulated in a filter fabric. The granular fill should extend to within 2 feet of final grade, where it should be capped with compacted cohesive fill to reduce infiltration of surface water into the drain system. Low parrnaab4ty hacW1 1 1.4n 1r urn 2 ft re -1- -I I 1 1 1 I I i_I _ 1I 1_1 _I ; I` I St/14 par ast•t4 N N 6'rf ' Encase tope n tree ahlning 'bathed oraefa aggro& (ASML! C33• Na 57 or Na 67). 1 Etbrad gravel leer* Ail width atemavabon and to an slewSon of 2 het below f beard ;agate 1 Provide PVC nnee5rrg gsred to loutdaion war to reduce moe,:Aae penetration N. Drain aloud be . t fa.:f 6 lode: bee v bclhcm oI wad and foctiv at thetdgr.a poretand ciopedosrraard to a pooat gravity meet w!a J outer Inners wake can be removed by pimpixt¢ , Pravda postero Pp tont Neween stab and *t Flan arab of frii:,hod crawl :paps grade Rair-Jo/ti n sunt par st ucb.rtl drawn' Footitg o pad - 4-lnctr diamieff r pHfwaled rfgid dram tope. The pipe should be placed at a trench wdh a dopa rartglng between fa -inch and t/d,hatt drop pier bora dean Responsive ra Resourceful 13 Reliable 24 Geotechnical Engineering Report 1 rrrrElcon Williams TXP 1 Plant Electrical Substation ra Garfield County, Colorado October 4, 2012 u Terracon Project No. AD125024 As an alternative to free -draining granular fill, a pre -fabricated drainage structure may be used. A pre -fabricated drainage structure is a plastic drainage core or mesh which is covered with filter fabric to prevent soil intrusion, and is fastened to the wall prior to placing backfill. If controlling hydrostatic pressure behind the wall as described above is not possible, then combined hydrostatic and lateral earth pressures should be calculated for lean clay backfill using an equivalent fluid weighing 90 and 110 pcf for active and at -rest conditions, respectively. For granular backfill, an equivalent fluid weighing 85 and 90 pcf should be used for active and at -rest, respectively. These pressures do not include the influence of surcharge, equipment or pavement loading, which should be added. Heavy equipment should not operate within a distance closer than the exposed height of retaining walls to prevent lateral pressures more than those provided. 410 Electrical Ground Resistance Test Electrical ground resistance tests were conducted for a previous geotechnical engineering report "Parachute Cryogenic Plant, TXP1 Northwest 1/4 of the Northeast 1/4 of Section 23, Township 6 South, Range 96 West, 6th Principal Meridian Garfield County, Colorado" dated January 27, 2012, for the TXP 1 plant at three locations using the Werner 4 pin method. The test locations are indicated in Appendix C. The tests were oriented north -south and east - west at each location: The test results are included below for review. SUMMARY OF FIELD ELECTRICAL RESISTIVITY TEST RESULTS Test Location Probe spacing (ft) Meter Reading Measured Resistivity (ohm- meters) Test Location Probe spacing (ft) Meter Reading Measured Resistivity (ohm- meters) TH-1 5 2.46 2355 TH-5 5 1.64 1575 10 1.04 1992 10 .77 1475 20 .65 2490 20 .38 1455 30 .28 1609 30 .31 1781 40 .31 2375 40 .29 2221 50 .15 1436 50 .15 1436 60 .11 1264 60 .2 2298 TH-4 5 2.48 2375 TH-6 5 1.72 1647 10 1,05 2011 10 .79 1513 20 .58 2221 20 .41 1570 30 .33 1896 30 .32 1838 40 .32 1896 40 .24 1838 50 .19 1819 50 .16 1532 60 .13 1494 60 .3 3447 Responsive r, Resourceful n Reliable 25 Geotechnical Engineering Report Williams TXP 1 Plant Electrical Substation o Garfield County, Colorado October 4, 2012 n Terracon Project No. AD125024 4.12 Electrical Thermal Soil Resistance Test lierracon Thermal resistivity tests were conducted for a previous geotechnical engineering report "Parachute Cryogenic Plant, TXP1 Northwest 1/4 of the Northeast 1/4 of Section 23, Township 6 South, Range 96 West, 6th Principal Meridian Garfield County, Colorado" dated January 27, 2012, for the TXP 1 plant The tests were conducted on a select sample from exploratory test borings TH-1 and TH-4 at a depth of 0 to 5 feet of the previous report. The thermal resistivity test results are presented in Appendix E. The location of the thermal resistivity test borings are indicated in Appendix C. Thermal resistivity test results are a plot comparison of how thermal resistivity changes as moisture content varies from near optimum to oven dry. 4.13 Concrete Considerations Two samples (TH-2 and TH-5 at a depth of 0 to 5 feet) were tested for water soluble sulfate concentrations. The test results indicate water soluble sulfate concentrations of 790 and 800 ppm. Sulfate concentrations in this amount are considered to have a moderate effect on concrete that comes into contact with the soils. We recommend following the American Concrete Institute (ACI) guidelines for sulfate resistant cement. ACI recommends a Type Il (sulfate resistant) cement be used for concrete that comes into contact with soils which exhibit moderate effect on concrete. in addition, the concrete should have a water cement ratio of 0.5 maximum. 5.0 GENERAL COMMENTS Terracon should be retained to review the final design plans and specifications so comments can be made regarding interpretation and implementation of our geotechnical recommendations in the design and specifications. Terracon also should be retained to provide observation and testing services during grading, excavation, foundation construction and other earth -related construction phases of the project. The analysis and recommendations presented in this report are based upon the data obtained from the borings performed at the indicated locations and from other information discussed in this report. This report does not reflect variations that may occur between borings, across the site, or due to the modifying effects of construction or weather. The nature and extent of such variations may not become evident until during or after construction. If variations appear, we should be immediately notified so that further evaluation and supplemental recommendations can be provided. Responsive a Resourceful u Reliable 26 Geotechnical Engineering Report Williams TXP 1 Plant Electrical Substation u Garfield County, Colorado October 4, 2012 n Terracon Project No. AD125024 lierracon The scope of services for this project does not include either specifically or by implication any environmental or biological (e.g., mold, fungi, bacteria) assessment of the site or identification or prevention of pollutants, hazardous materials or conditions. If the owner is concerned about the potential for such contamination or pollution, other studies should be undertaken. This report has been prepared for the exclusive use of our client for specific application to the project discussed and has been prepared in accordance with generally accepted geotechnical engineering practices. No warranties, either expressed or implied, are intended or made. Site safety, excavation support, and dewatering requirements are the responsibility of others, In the event that changes in the nature, design, or location of the project as outlined in this report are planned, the conclusions and recommendations contained in this report shall not be considered valid unless Terracon reviews the changes and either verifies or modifies the conclusions of this report in writing. Responsive ra Resourceful 13 Reliable 27 APPENDIX A FIELD EXPLORATION SUBJECT SITE lr2rracon DEG JOB NO. AD125024 VICINITY MAP Williams TXP 1 Electrical Substation Garfield County, Colorado NW 1/4, NE 1/4, Section 23, T6S, R96W, 6 PM DATE: 9/24/12 Fig. A-1 Note: This figure was prepared based on drawing No. PCB-SUB-CV10-001 prepared by Interstate Electrical Contractors, Inc. dated 9/07/12 and on notes obtained during the field study and is intended to show approximate location of Exploratory Test Borings only. Legend TH-1 0 Indictes Approximate Location of Exploratory Test Borings N' PFL'A.7ifr LCUt14YI F'CII %CEL 14CfS$ CITE ink 'Eul loth LEA. rDiI w;,9 mboc TSal kW% To OE '"o rt Eo LAWN rr tiCie NAV*? Fitm.^ WO TO L€ fiLOCAZOL FW1el E 1 INSIAAIM f#IM REC. #747102 gfifui--= PUBLIC SERVICE "'cm"' r%►�rr, `,� Cara MTh 141f4t1 EGINO1 FiLG MIMED VoaAjg CQE IE WAN F1'`ADI l ESM FE r / / FlICKE l 1 1 I 1 r. 1 ' a f a / 1 I 7] EE FflU.AF Vie.!{; 1 'pot t: KIM 361 14' ft 11-erracon GEG JOB NO. AD 125024 TEST BORING LOCATION MAP Williams TXP 1 Electrical Substation NW 1/4, NE 1/4, Section 23, T6S, R96W, 6 th PM Garfield County, Colorado DATE: 9/24/12 Fig. A-2 Geotechnical Engineering Report lferracon Williams TXP 1 Plantt Electrical Substation ra Garfield County, Colorado October 4, 2012 n Terracon Project No. AD125024 Field Exploration Description The proposed boring locations were laid out in the field by a Terracon engineer using a scaled site plan provided by the client and measuring from available site features. The locations of the borings should be considered accurate only to the degree implied by the means and methods used to define them, The borings were drilled with a truck -mounted rotary drill rig using continuous flight solid -stem augers to advance the boreholes. Samples of the soil encountered in the borings were obtained using the split -barrel and modified California barrel sampling procedures. In the sampling procedure, the number of blows required to advance the sampler the last 12 inches of the typical total 18 -inch penetration by means of a 140 -pound hammer with a free fall of 30 inches, is the standard penetration resistance value (SPT -N). This value is used to estimate the in-situ relative density of cohesionless soils and consistency of cohesive soils. A CME automatic SPT hammer was used to advance the split -barrel sampler in the borings performed on this site. A significantly greater efficiency is achieved with the automatic hammer compared to the conventional safety hammer operated with a cathead and rope. This higher efficiency has an appreciable effect on the SPT -N value. The effect of the automatic hammer's efficiency has been considered in the interpretation and analysis of the subsurface information for this report. The samples were tagged for identification, sealed to reduce moisture loss, and taken to our laboratory for further examination, testing, and classification. Information provided on the boring logs attached to this report includes soil descriptions, consistency evaluations, boring depths, sampling intervals, and groundwater conditions. The borings were backfilled with auger cuttings prior to the drill crew leaving the site. A field log of each boring was prepared by the drill crew. These logs included visual classifications of the materials encountered during drilling as well as the driller's interpretation of the subsurface conditions between samples. Final boring logs included with this report represent the engineer's interpretation of the field logs and include modifications based on laboratory observation and tests of the samples. Responsive n Resourceful n Reliable Figure A-3 lierracon KEY TO SYMBOLS Symbol Description sz C i•3i tea♦. Depth to ground water at the time of drilling Indicates depth at which test boring caved Existing Fill consisting of: Clay, sandy, with cobble sized shale pieces moist, brown (CL) Clay, sandy, medium stiff to very stiff, moist to very moist, brown (CL) Possible weathered to hard Shale (CLS) Notes: 1. SH _ Thinwall Tube Sample. 2. CT - Modified California Barrel Sample. 3. SPT - Standard Split Barrel Sample. 4 PC - penetration cone (nearly equal to Standard Split Barrel Sampler) 5. Bulk Bulk Disturbed Sample. 6. CORE-JNX size continous core sample 7. Explgratory test borings were excavated on 09/24 and 9/25/2012 using a 4 inch diameter continuous flignt power auger. 8. 9/12 indicates 9 blows with a 150 pound hammer falling 30 inches were required to drive the sampler 12 inches 9. These logs are subject to the interpretation by Terracon of the soils encountered and limitations, conclusions, and recommendations in this report. Figure A-3 1rerracon LOG OF TEST BORING TH-1 TEST PROJECT: Williams UT 1 Substation PROJECT NO.: AD125024 CLIENT: Interstate Electrical Contractors LOCATION: See Figure A-2 ELEVATION: DRILLER: Terracon LOGGED BY: SR DEPTH TO WATERS INITIAL: '? 23 AFTER DEPTH 24 HOURS: It - DATE: 9/25/12 TO CAVING: £ rw oDescription U Z N am co i_ N m Notes 0 Existing ill l consisting of: clay, sandy, with cobble sized shale pieces moist, brown (CL) :.. 11. ♦♦ 5 Clay, sandy, medium stiff 4 to very stiff, moist to very moist, brown (CL) :: ' . ' . . • CT 9112 10 CT 12112 • /: I : ) 15 20 CT iartz 25 Bottom of boring when terminated: 25 ft. 30 35 This information ertains on! to this borin and should not be inter reted as bein indicitive of the site. Figure A-5 PAGE 1 of 1 1ierracon LOG OF TEST BORING TH-2 PROJECT: Williams TXP 1 Substation PROJECT NO.: AD125024 CLIENT: Interstate Electrical Contractors LOCATION: See Figure A-2 ELEVATION: _ DRILLER: Terracon LOGGED BY: SR DEPTH TO WATERS INITIAL: - 23 AFTER DEPTH 24 HOURS: - DATE: 9124/12 TO CAVING: _C. 7 .J rn cu Description �? Q7 co2 co EE 1- N in U Notes 0 Existing fill consisting of: clay, sandy, with cobble sized shale pieces, moist, brown (CL) C ••« .+* *` AA♦♦ ♦:��� 5 CT 35112 Clay, sandy, medium stiff to very stiff, moist to very moist, brown (CL) : .../ • : ' j 10 CT 24/12 15 20 I CT 1312 /i7 25 30 CT 33/12 Bottom of boring when terminated: 30 ft. 35 This Information pertains only to this boring and should not be interpreted as being indicitive of the site. Figure A-6 PAGE 1 of 1 lierracon LOG OF TEST BORING TH-3 PROJECT: Williams TXP 1 Substation PROJECT NO.: AD125024 CLIENT: Interstate Electrical Contractors LOCATION: See Figure A-2 ELEVATION: DRILLER: Terracon LOGGED BY: SR DEPTH TO WATERS INITIAL: V- 22 AFTER DEPTH 24 HOURS: -y, DATE: 9/24/12 TO CAVING: _C. U II Description oma o Notes 0 Existing fill consisting of: clay, sandy, with cobble sized shale pieces, moist, brown (CL) .$• �♦ •• • •*+ CT 22112 • 7 Clay, sandy, medium stiff to very stiff, moist to very moist, brown (CL) 10 CT 9112 15 r� 20 CT 13/12 25 18/12 30 CT PC 10/12 Pc 12/12 PC 14/12 PC 17/12 35 • pc19/12 pc 20/12 PC 22/12 / PC 30/12 This information pertains only to this boring and should not be interpreted as being indicitive of the site. Figure A-7 PAGE 1 of 2 lierracon LOG OF TEST BORING TH-3 I PROJECT: Williams TXP 1 Substation PROJECT NO.: AD125024 ' CLIENT: Interstate Electrical Contractors LOCATION: See Figure A-2 ELEVATION: DRILLER: Terracon LOGGED BY: SR DEPTH TO WATER> INITIAL: g 22 AFTER DEPTH 24 HOURS: * DATE: 9/24/12 TO CAVING: t_ o 0 c Description L a'0 3 e' o Notes o aT toU in PC 35/12 40 PC 4 1!12 /// • PC 43/12 pC 36/12 PC 48/12 PC 48/12 95 45 / ' :/' pC 49/12 Possible weathered to hard shale (CLS) PC 58112 pC 62/12 pC 52/12 PC 45/12 50 pC 57/12 pC 56/12 Bottom of boring when terminated: 51 ft. 55 60 65 70 75 This information pertains only to this boring and should not be interpreted as being indicitive of the site. i Figure A-7 PAGE 2 of 2 1rerracon LOG OF TEST BORING TH-4 PROJECT: Williams TXP 1 Substation PROJECT NO,: AD125024 CLIENT: Interstate Electrical Contractors LOCATION: See Figure A-2 ELEVATION: DRILLER: Terracon LOGGED BY: SR DEPTH TO WATERS INITIAL: 25 AFTER DEPTH 24 HOURS: DATE: 9/24/12 TO CAVING: .ti c .-. o Zi Description u t a, Q'a , cEa u! .2 U Notes 0 Existing fill consisting of: clay, sandy, with cobble sized shale pieces, moist, brown (CL) moist, +4, • • 40 40, • 5 CT 3212 Clay, sandy, medium stiff C7 7 to very stiff, moist to very moist, brown (CL) .. . : ' .. .. .' J 10 CT 21/12 15 20 cr 12/12 j 25 30 Cr 26!12 Bottom of boring when terminated: 30 ft. 35 This information pertains only to this boring and should not be interpreted as being indicitive of the site. Figure AR8 PAGE 1 of 1 lierracon LOG OF TEST BORING TH-5 PROJECT: Williams TXP 1 Substation PROJECT NO.: AD125024 CLIENT: Interstate Electrical Contractors LOCATION: See Figure A-2 ELEVATION: DRILLER: Terracon LOGGED BY: SR DEPTH TO WATER> INITIAL: 22 AFTER DEPTH 24 HOURS: DATE: 9/25/12 TO CAVING: . = « 0 01i a 0+ Description U IC m Ur 4/ E a U) N 0 m0 Notes 0 Clay, sandy, medium stiff to very stiff, moist to very moist, brown (CL) / BULK 5 cr ane • • / • 10 Cr 16x12 15 / CT "12 20 25 f • ••• CT 9x12 30 35 CT 11/12 PC PC 10/12 PC 11/12 This information pertains only to this boring and should not be interpreted as being indicitive of the site. Figure A-9 PAGE 1 of 2 lierracan LOG OF TEST BORING TH-5 PROJECT: Williams TXP 1 Substation PROJECT NO.: AD125024 CLIENT: Interstate Electrical Contractors LOCATION: See Figure A-2 ELEVATION: DRILLER: Terracon LOGGED BY: SR DEPTH TO WATER> INITIAL: s 22 AFTER DEPTH 24 HOURS: s DATE: 9/25/12 TO CAVING: £ U L. L Q.@ }�.� oDescription c.7 7 cn 2 i0 Notes 1/12 PC 40 PC 12/12 PC 11/12 •/ PC 11/12 PC 24112 Pc 22/12 45 23/12 �PC PC 28f12 PC 30/12 PC 34112 pc 34112 50 pc 33/12 / f PC 48/12 PC 45/12 52 /// Possible weathered to hard shale (CLS) Pr. C 50/12 52/12 PC 5 P 00/12 PC PC 70/12 65/12 PC PC 95/12 60 100/2 pc Bottom of boring when terminated: 60 if. 65 70 75 This information pertains only to this boring and should not be interpreted as being indicitive of the site. Figure A-9 PAGE 2 of 2 APPENDIX B LABORATORY TESTING Geotechnical Engineering Report Williams TXP 1 Plant Electrical Substation n Garfield County, Colorado October 4, 2012 n Terracon Project No. AD125024 lierracon Laboratory Testing Soil samples were tested in the laboratory to measure their dry unit weight, natural water content, grain size distribution (sieve analysis) and plastic characteristics (Atterberg Limits). Swell/Consolidation tests of select samples were conducted to estimate soil response to loading and wetting of the samples tested. Direct Shear Strength tests were performed on selected samples to estimate the approximate soil strength characteristics of the samples tested. The test results are included in Appendix B. Descriptive classifications of the soils indicated on the boring logs are in accordance with the enclosed General Notes and the Unified Soil Classification System. Also shown are estimated Unified Soil Classification Symbols. A brief description of this classification system is attached to this report. All classification was by visual manual procedures. Selected samples were further classified using the results of Atterberg limit testing. The Atterberg limit test results are also provided on the boring logs. Responsive El Resourceful ra Reliable Figure 6-1 1Terracon TABLE 1 SUMMARY OF LABORATORY TEST RESULTS Job No. AD125024 Hole Depth (feet) Natural Moisture (%) Dry Density (pcf) Atterberg Limits Swell / Consolidation Direct Shear Passing No. 200 Sieve (%) Water Soluble Sulfates (Ppm) Soil Type Liquid Limit (%) Plasticity Index (%) Swell (%) Confining Pressure (psf) Estimated Swell Pressure (psf) Internal Angle of Friction (Degrees) Cohesion (Psf) TH-1 4 15.7 110 — — 0.0 250 NA -- -- -- -- Clay, sandy (CL) TH-2 0 to 5 7.5 — 37 20 -- -- — -- -- 55 800 Clay, sandy (CL) TH-3 4 14.3 104 — — — — — 22 200 — — Clay, sandy (CL) TH-4 4 2.7 99 -- — -2.7 250 NA -- -- -- -- Clay, sandy (CL) TH-5 0 to 5 9.6 — 32 18 -- -- — -- — 58 790 Clay, sandy (CL) TH-5 4 12.2 117 — — +3.5 250 2,500 — — -- — Clay, sandy (CL) Page 1 of 1 1 n CONSOLIDATION TEST REPORT Percent Strain 7 to co V m Cry A W N -, C 'u 100 200 500 1000 2000 Applied Pressure - psf Natural Dry Dens, (PO LL Pi Sp. Gr. Overburden (psf) Po (psf) Cc Cr Swell Press. (psf) Swell % eo Sat. Moist. 83.1 % 15.7 % 110.3 2.65 1025 0.06 0.500 MATERIAL DESCRIPTION USCS AASHTO Clay, sandy, medium stiff to very stiff, moist to very moist, brown (CL) Protect No. AD125024 Client: Interstate Electrical Contractors Project: Williams TXP 1 Substation Source: TH-1 Elev./Depth: 4 Remarks: Figure B-2 Terracon, Inc. Grand Jct., Colorado CONSOLIDATION TEST REPORT Percent Strain a m CD 1+ N O 0) a) A N C 0 WATER ADDED • • • • `V 100 200 500 1000 2000 Applied Pressure - psf Natural Dry Dens. (Pd) LL PI Sp. Gr. Overburden (psf) Pc (psf) C C CSwell r Press. (psf) Clpse. % e o Sat. Moist. 10.7 % 2.7 % 98.8 2.65 508 0.21 2.7 0.675 MATERIAL DESCRIPTION USCS AASHTO Project No. AD125024 Client: Interstate Electrical Contractors Project: Williams TXP 1 Substation Source: TH-4 Elev./Depth: 4 Remarks: Figure B-3 Terracon, Inc. Grand Jct., Colorado n CONSOLIDATION TEST REPORT Percent Strain J D 01 A N O co W .A N C J WATER ADDED • • • " 100 200 500 1000 2000 Applied Pressure - psf Natural Dry Dens. (pcf) LL PI Sp. Gr. Overburden (psf} Pc (psf) cc c r Swell Press. (psf) Clpse. % e Sat. Moist, 10.7 % 2.7 % 98.8 2.65 508 0.21 2.7 0.675 MATERIAL DESCRIPTION USCS AASHTO Project No. AD125024 Client: Interstate Electrical Contractors Project: Williams TXP 1 Substation Source: TH-4 Elev./Depth: 4 Remarks: Figure 13-3 Terracon, Inc. Grand Jct., Colorado Vertical Deformation, in. Shear Stress, psi -0.012 -0.008 -0.004 0 Canal. 0.004 0.008 0.012 9 7.5 6 4.5 3 1.5 n1:111111=111MIMMEMBm■■ n ■■■■■■■■■■■■■ ■ MIIII N.m ■ ■■■■■■■■■■■u .■■■■ m■■■■■■■ ■■■■ ■■■■■■■■■■■■■ ■■■■■ ■■■■)•■■lE■■■■ ■■■■■ ■■■■■■■■■■■■■ 111=1111111IMMIIIMEN11111M11 IIIMIIIIMIIMIIIENNIIIMANI MIIIIIIIMMENNIIIMMIIIME ■■■■■ ■■■■■■■■.r ■■ MIIIMINEN i.■■■i■u■m■■■rA■■n N■ ■■ ME■■vn IIMMINIIIIIVAMME11111 ■■ ■■■ _.■■ll ,■■■■ ■I►�■■�yanii6 ■■■■ ■■►MIs E■►�� ■■■■■► ■■■■■ ■■rt►�.■■PT ■■■■■n■ ■ssma •uui•u::imma ■■■■•r m■■■■■n nn■o ■■■n■■■■n ■■■■ ■ gs_mtr::.:n g■■■E■n■.■■■■■■■■■■■ 0 3 5 7 10.5 14 Strain, % 0 0 5 10 15 Strain, % 20 3 2 1 Fail. Stress, psi 15 10 5 0 Results C, psi 4), deg Tan(} 1.55 21.8 0.40 ummonmififfirowei Loosmorimmum 0 5 10 Normal Stress, psi 15 Sample No. 1 2 3 Water Content, % Dry Density, pcf 3 co Saturation, % 2 Void Ratio Diameter, in. Height, in. Water Content, % Dry Density, pcf Saturation, % Void Ratio Diameter, in. Height in. Normal Stress, psi Fail. Stress, psi Strain, % Ult. Stress, psi Strain, % Strain rate, In./min. m 14.3 14.3 14.3 104.4 104.4 104.4 64.7 64.7 64.7 0.5841 0.5841 0.5841 1.92 1.92 1.92 0.99 0.99 0.99 NIA N/A N/A 10.40 6.90 3.50 5.80 4.14 3.04 6.2 6.2 1.0 0,63 0.63 0.63 Sample Type: Description: Clay, sandy Assumed Specific Gravity= 2.65 Remarks: Figure B-5 Client: Interstate Electrical Contractors Project: Williams TXP 1 Substation Source of Sample: TH-3 Proj. No.: AD125024 Depth: 4 Date Sampled: 9/24/12 DIRECT SHEAR TEST REPORT Terracon, Inc. Grand Jct., Colorado Tested By: RA Checked By: NJ C w Gradation Test Report N r r _ OOQ C C 5 C C . O O O MO O O O (0(� \ M a a # # 4 ; # ;k 3k 100 1 I I 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 I 1 I I 1 1 90 1 I 1 I 1 I • 1 i 1 1 1 1 1 1 1 1 1 1 I 1 I 1 I 1! 80 ! I I I I I I 1 I 1 l I • 1 1 I 1 I I l I I I I I I I 1 1 I I! I I 70 w I ! I I 1 1 ! 1 1 I 1 1 I I I I I I I ! I I 1 Z s0 I I I I 1 I 1 E 1 I l l I l I I I I I I I I I 11 Z 50 Lu 0 1 I 1 1 1 1 1 1 1 1 1 1 1 1 1 E 1 1 I 1 1 1 1 1 I 40 UJ °- 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 I 1 1 1 I 1 1 1 1 1 30 1 I I I 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 20 I I I I 1 1 1 1 1 1 1 1 1 1 1 1 I 1 1 1 1 1 1 I k 10 0 f I I. 1 I I [ E I i 1 1 f f 1 1 1 1 1 1 1 f 1 1 i 1 I 1 1 1 1 1 F I f 1 1 1 100 10 1 GRAIN 01 SIZE - mm. 0.01 0.001 °A. *3„ % Gravel % Sand % Fines Coarse Fine Coarse Medium Fine Silt t Clay 0 21 4 4 5 1 11 55 TEST RESULTS Material Description Opening Size Percent Finer Spec.* (Percent) Pass? (X=Fail) Existing fill consisting of: clay, sandy, with cobble sized shale pieces, moist, brown (CL) 3 L5 100 81 Atterberti Limits (ASTM 0 4318) .75 .5 3/8 79 76 76 PL= 17 LL= 37 PI= 20 Classification 44 48 75 72 USCS (D 2487)= CL AASHTO (M 145)= A-6(8) Coefficients #16 #30 #50 #100 #200 69 67 64 60 55 Dg0= 55.7276 085= 46.2247 060= 0.1429 050= 030= 015= 010= Cu= Cc= Remarks Date Received: Date Tested: 10/2/12 Tested By: RA Checked By: NJ Title: * (no specification provided) Source of Sample: TFI-2 Depth: 0 to 5 ft Date Sampled: 9/24/12 Terracon, Inc. Grand Jct.., Colorado Client: Interstate Electrical Contractors Project: Williams TXP 1 Substation Project No: AD125024 Figure B-6 Gradation Test Report C C O C C C C_ C•o o st o o(ff� O o o co o o (# # o co [V : r ac ia A A # U 100 90 Mt, I I I 1 1 I 1 I •-, • • I 1 1 I 1 80 7o1111.1111.111th LU Z 60 E 1011111111Milliihil.1 1 I 1 1 1 ,I 1 l I I • I W 50 IY I 1 I I 1 1 I 1 I I I I 1 I 40 LiJI a.I I 11 1 1 I I I I I 30 20 1 I I I 1 I I I I I 1 I I I 10 0 1 11 1 I 1 I 100 10 1 GRAIN 0 1 SIZE - mm. 0.01 0.001 % +3„ % Gravel % Sand % Fines Coarse I Fine Coarse f Medium Fine Silt Clay 0 7 1 7 5 10 13 58 TEST RESULTS Material Description Opening Size Percent Finer Spec.* (Percent) Pass? (X=Fail) Clay, sandy, medium stiff to very stiff, moist to very moist, brown (CL) 1.5 .75 100 93 Atterberg Limits (ASTM D 4318) .5 3/8 #4 90 89 86 PL= 14 LL= 32 Pl= 18 Classification 148 #16 82 77 USCS (D 2487)= CL AASHTO (M 145)= A-6(7) Coefficients #30 #50 #100 #200 73 69 64 58 D90= 13.2900 D85= 4.0364 060= 0.0925 015= D10= Cu= Cc= Remarks Date Received: Date Tested: 10/2/12 Tested By: RA Checked By: NJ Title: Source * (no specification of Sample: provided) TH-5 Depth: 0 to 5 ft Date Sampled: 9/25/12 Terracon, Inc. Grand Jct., Colorado Client: Interstate Electrical Contractors Project: Williams TXP 1 Substation Project No: AD125024 Figure B-7 Project Name: Williams Plant Expansion Thermal Resistivity Test Results Project Number: AD115044 Sample ID: TH-1 Soil Type: Lean Clay, tr. to wf gravel, brown Standard/Modified Proctor: ASTM D1557 Modified Max Dry Density, pcf: 122,0 Opt. Moisture Content, %: 12.1% Target % Compaction: 90% Sample Dry Density, pcf: 110 Sample % Compaction: 90% Moisture Content (%) Thermal Resistivity (°C-cm/watt) Temperature ('C) 12.8 52 18.8 9.9 50 19.0 7.3 54 20.5 3.9 58 22.5 1.9 67 23.2 0.0 99 23.8 Thermal Resistivity, °C-cm/watt 120 100 80 60 40 20 0 0 Thermal Resistivity Dry -Out Curve 2 4 6 8 Moisture Content, % 10 12 14 Date: 1119112 Run By: JJ1 Reviewed By: KTH Terracon Job No AD125024 Job No. AD115044 Figure B-8 Figure B-33 t %%%—.... '1s...—... 2 4 6 8 Moisture Content, % 10 12 14 Date: 1119112 Run By: JJ1 Reviewed By: KTH Terracon Job No AD125024 Job No. AD115044 Figure B-8 Figure B-33 Project Name: Williams Plant Expansion Thermal Resistivity Test Results Project Number: AD115044 Sample ID: TH-4 Soil Type: Lean Clay, trace gravel, brown Standard/Modified Proctor: ASTM D1557 Modified Max Dry Density, pcf: 115.4 Opt. Moisture Content, %: 14.1% Target % Compaction: 90% Sample Dry Density, pcf: 103 Sample % Compaction: 90% Thermal Moisture Resistivity Content (%) ('C-cm/watt) Temperature (°C) 14.7 58 18.0 12.8 57 18.4 5.1 62 22.0 2,3 77 22.6 0.0 111 23.4 Thermal Resistivity, "C-cm/watt 120 100 80 60 40 20 0 Thermal Resistivity Dry -Out Curve S • s s x% c _` ~~~-74.....1,... 0 4 6 8 10 Moisture Content, % 12 14 16 ( Date: 1/19/12 Run By: JJI J Reviewed By: KTjArearraCOM Terracon Job No AD125024 Job No. AD115044 Figure B-9 Figure B-34 APPENDIX C LOCATION OF ELECTRICAL AND THERMAL RESISTANCE TESTS Note: This figure was prepared based on Drawing No. 000-LZP-1000 By Linde Process Plants, Inc, dated 10/07/11 and notes obtained during the field study and and is intended to show approximate location of Exploratory Test Boring only. Legend TH-1 0 Indictes Approximate Location of Exploratory Test Boring Terracon Job No AD125024 Figure C-1 11110E:TECHNICAL ENGINEERING GROUP A1rerraCan COMPANY GEG JOB NO. AD115044 TEST BORING LOCATION MAP CRYOGENIC PLANT NW 1/4, NE1/4, Section 33, T6S, R96W, 6PM Garfield County, Colorado DATE: 1/3/12 Fig. A-2.1 APPENDIX D SUPPORTING DOCUMENTS DRILLING & SAMPLING SYMBOLS: SS: ST: RS: DB: BS: GENERAL NOTES Split Spoon - 1 sfa' I.D., 2" O.D., unless otherwise noted Thin -Walled Tube — 2" O.D., 3" O.D., unless otherwise noted Ring Sampler - 2.42" I.D., 3" O.D., unless otherwise noted Diamond Bit Coring - 4", N, B Bulk Sample or Auger Sample HS: PA HA: RB: WB Hollow Stem Auger Power Auger (Solid Stem) Hand Auger Rock Bit Wash Boring or Mud Rotary The number of blows required to advance a standard 2 -inch O.D. split -spoon sampler (SS) the last 12 inches of the total 18 -inch penetration with a 140 -pound hammer falling 30 inches is considered the "Standard Penetration" or "N -value". WATER LEVEL MEASUREMENT SYMBOLS: WL: Water Level WCI: Wet Cave in DCI: Dry Cave in WS: WD: AB: While Sampling While Drilling After Boring BCR: ACR: N/E: Before Casing Removal After Casing Removal Not Encountered Water levels indicated on the boring logs are the levels measured in the borings at the times indicated, Groundwater levels at other times and other locations across the site could vary. In pervious soils, the indicated levels may reflect the location of groundwater. In low permeability soils, the accurate determination of groundwater levels may not be possible with only short-term observations. DESCRIPTIVE SOIL CLASSIFICATION: Soil classification is based on the Unified Soil Classification System. Coarse Grained Soils have more than 50% of their dry weight retained on a #200 sieve; their principal descriptors are: boulders, cobbles, gravel or sand. Fine Grained Soils have less than 50% of their dry weight retained on a #200 sieve; they are principally described as clays if they are plastic, and silts if they are slightly plastic or non -plastic. Major constituents may be added as modifiers and minor constituents may be added according to the relative proportions based on grain size. In addition to gradation, coarse-grained soils are defined on the basis of their in-place relative density and fine-grained soils on the basis of their consistency. CONSISTENCY OF FINE-GRAINED Unconfined Compressive Strength, Qu, psf < 500 500 --1,000 1,000 — 2, 000 2,000 -- 4,000 4,000 -- 8,000 8,000+ Standard Penetration or N -value (SS): Blows/Ft. 0-1 2-4 4-8 8-15 15-30 > 30 SOILS Consistency, Very Soft Soft Medium Stiff Stiff Very Stiff Hard RELATIVE PROPORTIONS OF SAND AND GRAVEL Descriptive Term(s) Percent of of other constituents Trace With Modifier Dry Weight <15 15-29 30 RELATIVE PROPORTIONS OF FINES Descriptive Termjs) of other constituents Trace With Modifier Percent of Dry Welaht <5 5-12 > 12 RELATIVE DENSITY Standard Penetration or N -value (SSI Blows/Ft. D-3 4-9 10-29 30-50 > 50 GRAIN Major Component of Sample Boulders Cobbles Gravel Sand Silt or Clay OF COARSE-GRAINED SOILS Relative Density Very Loose Loose Medium Dense Dense Very Dense SIZE TERMINOLOGY Particle Size Over 12 in. (300mm) 12 in. to 3 in. (300mm to 75mm) 3 in. to #4 sieve (75mm to 4.75mm) #4 to #200 sieve (4.75 to 0.075mm) Passing #200 Sieve (0.075mm) PLASTICITY DESCRIPTION Term Plasticity Index Non -plastic 0 Low 1-10 Medium 11-30 High > 30 Exhibit D-1 UNIFIED SOIL CLASSIFICATION SYSTEM Criteria for Assigning Group Symbols and Group Names Using Laboratory Tests A Group Symbol Coarse Grained Soils: More than 50% retained on No. 200 sieve Gravels: More than 50% of coarse fraction retained on No. 4 sieve Clean Gravels: Less than 5% fines ° Cu>_4and 1 <Cc<3E GW Cu<4and/or i>Cc>3E GP Gravels with Fines: More than 12% tines` Fines classify as ML or MH GM Fines classify as CL or CH GC Sands: 50% or more of coarse fraction passes No. 4 sieve Clean Sands: Less than 5% fines Cua6and 1sCc<3s SW Cu < 6 and/or 1 > Cc> 3 E SP Sands with Fines: More than 12% fines ° Fines classify as ML or MH SM Fines Classify as CL or CH SC Fine -Grained Solis: 50% or more passes the No. 200 sieve Silts and Clays: Liquid limit less than 50 Inorganic: PI > 7 and plots on or above "A" IineJ CL PI < 4 or plots below "A" IineJ ML Organic: Liquid limit - oven dried Liquid limit - not dried < 0.75 OL Soil Classification Group Name B Well -graded gravel F Poorly graded gravel F Silty gravel F'O'" Clayey gravel Well -graded sand Poorly graded sand' Silty sand Clayey sand °".' Lean clayK,L,M Silt KL'M Organic clay LAN Silts and Clays: Liquid limit 50 or more Inorganic: PI plots on or above "A" line CH PI plots below "A" line MH Organic: Liquid limit - oven dried Liquid limit - not dried < 0.75 OH Organic siIt'1° Fat clay K,L,M Elastic SiltK,L,M Organic clay K,L,M,P Organic silt K,L,M,Q Highly organic stills: Primarily organic matter, dark in color, and organic odor P7 Peat A Based on the material passing the 3 -in. (75 -mm) sieve B If field sample contained cobbles or boulders, or both, add "with cobbles or boulders, or both" to group name. ` Gravels with 5 to 12% fines require dual symbols: GW -GM well -graded gravel with silt, GW -GC well -graded gravel with clay, GP -GM poorly graded gravel with silt, GP -GC poorly graded gravel with clay. ° Sands with 5 to 12% fines require dual symbols: SW -SM well -graded sand with silt, SW -SC well -graded sand with clay, SP -SM poorly graded sand with silt, SP -SC poorly graded sand with clay (( `D30)z E CU = D60/D10 CC - D10 X Dao F 1f soil contains >_ 15% sand, add 'with sand" to group name. ° If fines classify as CL -ML, use dual symbol GC -GM, or SC -SM. H K L M N 0 P a If fines are organic, add "with organic fines" to group name. If soil contains >_ 15% gravel, add "with gravel" to group name. If Atterberg limits plot in shaded area, soil is a CL -ML, silty clay. If soil contains 15 to 29% plus No. 200, add "with sand" or 'With gravel," whichever Is predominant. If soil contains >_ 30% plus No. 200 predominantly sand, add "sandy" to group name. If soil contains >_ 30% plus No. 200, predominantly gravel, add "gravelly" to group name. PI > 4 and plots on or above "A" line. PI < 4 or plots below "A" line. PI plots on or above "A" line. PI plots below "A" line. PLASTICITY INDEX (Pf) 60 I I I 1 For classification of fine-grained sobs and fine-grained fraction 50 of coarse-grained soils Equation of "A" - line Horizontal at PI=4 to LL=25.5. 40 - then PI=0.73 (LL -20) Equation of "U" - line Vertical at LL=16 to PI=7 30 then P1=0.9 (LL -8) - 20 101 7 4r 4 CL ML / 1 ML or OL MH or OH 0 10 16 20 30 40 50 60 70 80 LIQUID LIMIT (LL) 90 100 110 Exhibit D-2 GENERAL NOTES Description of Rock Properties WEATHERING Fresh Rock fresh, crystals bright, few joints may show slight staining, Rock rings under hammer if crystalline. Very slight Rock generally fresh, joints stained, some joints may show thin clay coatings, crystals in broken face show bright. Rock rings under hammer if crystalline. Slight Rock generally fresh, joints stained, and discoloration extends into rock up to 1 in. Joints may contain clay. In granitoid rocks some occasional feldspar crystals are dull and discolored. Crystalline rocks ring under hammer, Moderate Significant portions of rock show discoloration and weathering effects. In granitoid rocks, most feldspars are dull and discolored; some show clayey. Rock has dull sound under hammer and shows significant loss of strength as compared with fresh rock. Moderately severe All rock except quartz discolored or stained. In granitoid rocks, all feldspars dull and discolored and majority show kaolinization. Rock shows severe loss of strength and can be excavated with geologists pick. Severe All rock except quartz discolored or stained. Rock "fabric" clear and evident, but reduced in strength to strong soil. In granitoid rocks, all feldspars kaolinized to some extent. Some fragments of strong rock usually left. Very severe All rock except quartz discolored or stained. Rock 'fabric" discernible, but mass effectively reduced to "soil" with only fragments of strong rock remaining. Complete Rock reduced to 'soil'. Rock "fabric" not discernible or discernible only in small, scattered locations. Quartz may be present as dikes or stringers. HARDNESS (for engineering description of rock — not to be confused with Moh's scale for minerals) Very hard Cannot be scratched with knife or sharp pick. Breaking of hand specimens requires several hard blows of geologist's pick. Hard Can be scratched with knife or pick only with difficulty. Hard blow of hammer required to detach hand specimen. Moderately hard Can be scratched with knife or pick. Gouges or grooves to 1/4 in. deep can be excavated by hard blow of point of a geologists pick. Hand specimens can be detached by moderate blow. Medium Can be grooved or gouged 1/16 in. deep by firm pressure on knife or pick point. Can be excavated in small chips to pieces about 1 -in. maximum size by hard blows of the point of a geologist's pick. Soft Can be gouged or grooved readily with knife or pick point. Can be excavated in chips to pieces several inches in size by moderate blows of a pick point. Small thin pieces can be broken by finger pressure. Very soft Can be carved with knife. Can be excavated readily with point of pick. Pieces 1 -in. or more in thickness can be broken with finger pressure. Can be scratched readily by fingernail. Joint, Bedding and Foliation Spacing in Rock a Spacing Joints Bedding/Foliation Less than 2 in. Very close Very thin 2 in. —1 ft. Close Thin 1 ft. -- 3 ft. Moderately close Medium 3 ft. —10 ft. Wide Thick More than 10 ft. Very wide Very thick Rock Quality Designator (RQD) ° Joint Openness Descriptors RQD, as a percentage Diagnostic description Openness Descriptor Exceeding 90 90 — 75 75— 50 50 -- 25 Less than 25 Excellent Good Fair Poor Very poor No Visible Separation Less than 1/32 in. 1/32 to 1/8 in. 1/8 to 3/8 in. 3/8 in. to 0.1 ft. Greater than 0.1 ft. Tight Slightly Open Moderately Open Open Moderately Wide Wide a. Spacing refers to the distance normal to the planes, of the described b. RQD (given as a percentage) = length of core in pieces 4 in. and longer/length References: American Society of Civil Engineers. Manuals and Reports and Construction of Foundations of Buildings. New York: feature, which are parallel to each of run. on Engineering Practice - No. American Society of Civil Engineers, Geology Field Manual. other or nearly so. 56. Subsurface Investigation for Design 1976. Exhibit D-3 U.S. Department of the Interior, Bureau of Reclamation, Engineering FACILITY ENGINEERING, PROCUREMENT AND CONSTRUCTION CONTRACT This Facility Engineering, Procurement and Construction Contract (Contract) is made and entered into on this 28th day of August, 2012 between Williams Field Services Company, L.L.C., a Delaware Corporation, whose place of business and address is One Williams Center, Tulsa, Oklahoma 74172, hereinafter referred to as "Company", and Interstate Electrical Contractors, Incorporated, a Colorado Corporation, whose principal place of business and address is 12421 West 49th Avenue, Unit 8, Wheat Ridge, Colorado, 80033 "Contractor. Company and Contractor are sometimes referred to herein as a "Party" (or collectively as `Parties"). In consideration of the mutual promises, warranties, representations and covenants contained herein, the Parties agree as follows: Article 1 Definitions The definitions in this Article shall control the use and interpretation of the following terms unless expressly stated otherwise elsewhere in this Contract: 1.1 `Business Day" shall mean any day other than Saturday, Sunday, or Company holiday. 1.2 "Claims" shall mean all causes of action, claims, demands, liability, losses and suits of every type and character, including the expenses of litigation, court costs and reasonable attorney fees. 1.3 "Contract" shall mean this base Facility Engineering, Procurement and Construction Contract, all Appendices attached hereto and all Authorized Change Orders. 1.4 "Contract Price" shall mean the fixed price for both labor and materials as set forth on Appendix "C" (Work Items and Prices) and shall also include any increase or decrease to such fixed price which results from an Authorized Change Order. Contract Price shall constitute full compensation and consideration by Company to Contractor for Contractor's performance of its obligations under this Contract and may only be increased or decreased by an Authorized Change Order. The Contract Price includes Contractor's employees' wages, benefits, and sales taxes, and includes overhead on the work specified in Appendix A. 1.5 "Contractor" shall include Contractor's employees, contract employees or agents performing Work on behalf of Contractor. 1.6 "Equipment" shall mean any and all equipment, vehicles, tools, structures and other items necessary to perform the Work but that do not become a part of the Work. 1.7 "Facility" shall mean the Parachute Creek TXP1 230/34.5kV Substation as herein described which provides the basis for the Work herein. The terms "230/34.5kV Substation", "Substation", and "Facility' shall have the same meaning. The 230/34.5kV Substation begins at the tap to the Xcel Energy Starkey Gulch Switch Yard required by the Contract and ends at terminations inside the Power Distribution Center (PDC) required by the Contract, and also includes any and all equipment and facilities described in Appendix A, Scope of Work. 1.8 "Incidentals" shall mean any and all travel, transportation, overhead, fuel, water, communications costs and utilities necessary to perform the Work. 1.9 "Labor" shall mean any and all management, supervision and labor necessary to perform the Work. 1.10 "Laws" shall mean all present and future laws, regulations, rules, ordinances, codes, orders, decrees and other lawful mandates of any federal, state, county, municipal and/or tribal government having jurisdiction over this Contract, the Work and/or either Party by virtue of this Contract and/or the Work. 1,11 "Materials" shall mean any and all materials, supplies, machinery and other items necessary to perform the Work and that become a part of the Work. 1.12 "Subcontractor" shall mean any direct or indirect supplier of Labor, Materials, Equipment, and/or Incidentals to Contractor. Subcontractor shall not include Company. 1.13 "Work" shall have the meaning defined in Article 3 of this Contract. Article 2 Contract Interpretation 2.1 This Contract has been fully negotiated between and jointly drafted by Company and Contractor. To the extent that one party serves as the drafter, or the primary drafter, the Parties agree that there shall be no presumption that the terms will be more strictly construed against the drafter. Any questions raised by Contractor regarding the Work shall be submitted to Company in writing. Company's response to such questions shall not be construed as changes to the Work unless incorporated into an Authorized Change Order. 2.2 Contractor shall perform the Work in strict compliance with this Contract notwithstanding any contrary industry custom or prior course of performance between the Parties. 2.3 Words that have a well-known technical, trade or industry meaning shall be given that meaning unless it would conflict with an express provision of this Contract, in which case the express provision of this Contract shall control. 2.4 All representations, warranties and obligations of Contractor shall apply to the Work whether performed by Contractor or its Subcontractors. 2.5 The Article headings in this Contract have been inserted for the convenience of the Parties and shall not define, limit or extend the corresponding Article or subsection of this Contract. 2,6 Should any part of this Contract be found to be unenforceable or required to be modified by a court or other governmental authority, then only that part of this Contract shall be affected. The remainder of this Contract shall remain in force and unmodified. 2.7 This Contract contains the entire agreement of the Parties with respect to the matters addressed herein and supersedes and replaces all prior and contemporaneous agreements, representations and understandings of the Parties with respect to such matters. The Parties represent and acknowledge that in executing this Contract they do not rely on and have not relied on any representation or statement, oral or written, which is not set forth in this Contract. Any modification or change to this Contract shall be in writing and no such modification or change shall be effective until it is executed by the Company's Project Manager as specified in Appendix 'J" and by a duly authorized representative of Contractor as either (1) a numbered amendment(s) to this Contract, or (ii) an Authorized Change Order that is fully compliant with Article 4 and Article 5 below. 2.6 Appendices "A" through "U' attached hereto are hereby incorporated by reference. The Contract is intended to be correlative and complementary, and Work required by one part and not mentioned in another shall be executed to the same extent and purpose as though required by all. In the event of any conflict within the Contract, the controlling order of priority shall be as follows: 1. Base Contract 2. Authorized Change 3. Appendix A 4. Appendix K, L 5. Appendix C 6. Appendix D 7. Appendix H 8. Appendix E 9. Appendix R 10. Appendix Q 11. Appendix 0, P Program 12. Appendix V 13. Appendix J 14. Appendix M 15. Orders Scope of Work, Design Basis, Scope of Work Checklist, Addendums Company's Drawings; Company's Specifications Work Items, Contract Price, Invoice Schedule Key Milestone Performance Dates Company Approved Manufacturers List and Suppliers and Waiver Form Detailed Construction Schedule This section intentionally Left blank This section intentionally left blank Contractor's Drug and Alcohol Policy; Contractor's Safety, Health and Accident Prevention Company Safety Procedures Contractor's Key Personnel / Company's Key Personnel Contractor's Proposal / Contractor's Specifications All Other Appendixes 2.9 Where reference is made to applicable codes and standards, Materials, Equipment and Work shall conform to the latest issue of said code or standard, except as otherwise specifically stated. Changes to material applicable codes and standards after the date of Contractor's proposal which result in quantifiable additional time and/or cost to complete the Work shall entitle Contractor to an Authorized Change Order to be processed in accordance with Article 5, below. 2.10 Contractor has sole responsibility for identifying any conflicts or differences among and between this Contract and the Appendices, and shall give Notice to Company of any such conflicts or differences. Company shall direct Contractor as to the intended meaning of the provisions in question. In no case, however, will compliance with the terms of a document having a lower level of precedence excuse Contractor's failure to comply with the terms of a document with a higher Level of precedence in the absence of a Change Order or other direction from Company specifically addressing that conflict or difference. Article 3 Scope of Work The "Work" shall mean all tasks, deliverables, and results expressly described in this Contract , described in an Authorized Change Order and/or as which are necessary for the Facility to achieve the Performance Guarantees and to satisfy Contractor's obligations under this Contract. Contractor shall, in accordance with this Contract, perform or cause to be performed all of the Work required to design, engineer, permit (with respect to Permits to be obtained by Contractor), procure, construct, QA/QC, install, interconnect, test, pre -commission, commission, document and start-up the Facility, and shall provide technical support and training for Start-up and Commissioning, all so that the Facility meets the Performance Guarantees, and meets all other requirements of this Contract. Contractor's performance under this Contract shall include everything required and necessary to complete the entire Facility as contemplated by this Contract, notwithstanding the fact that every item necessarily involved may not be specifically mentioned herein. The intent of this Contract is to relieve the Company of the necessity of performing the Work, or any part thereof, and to complete the Facility in accordance with the requirements of this Contract except as expressly and specifically itemized herein as being performed by Company. Article 4 Company Initiated Extra Work Requests/Authorized Change Orders 4.1 Company may, at any time during the term of this Contract and without notice to any sureties, issue written notice to Contractor proposing a change in the Work pursuant to an Extra Work Request in the Corm of Appendix 'B", Change Order/Extra Work Request Form (a "Change Order") which shall be subject to the following terms: (a) Within five (5) Business Days after Contractor's receipt of an Extra Work Request issued by the Company's Project Manager identified in Appendix "J" of this Contract, Contractor shall incorporate therein, in writing, a fixed price proposal 2 for Extra Work and/or specific details regarding impact to the schedule, including detailed supporting documentation in support thereof, in accordance with the rates for time and material set forth in Appendix F. If Contractor is unable to assemble such information within five (5) Business Days after receipt of an Extra Work Request from Company, Contractor shall give Company written notice explaining the delay and identifying the reasonable date by which the proposed Extra Work Request shall be returned to Company, but in no event later than ten (10) Business Days from the receipt of the Extra Work Request. If Contractor timely proposes an increase or decrease in the Contract Price and/or time for performance of the Work set forth in a proposed Extra Work Request, Company may either accept or reject such proposal or make a counter proposal. (b) Failure by Contractor to timely respond in either of the manners prescribed above may, at Company's option, be deemed to be an acceptance by Contractor of the Extra Work Request, and thus a modification or amendment to this Contract as an Authorized Change Order, inclusive of any corresponding increase or decrease in the Contract Price andlor the cost of materials and reasonable standard labor rate as set forth in Appendix "F" (Rates for Time and Material Work), as the case may be, such increase or decrease, if any, to be determined by Company at its sole discretion. (c) Any Work performed in accordance with any Authorized Change Order shall be performed no later than the Electrical Completion date specified in Article 7 unless such Authorized Change Order expressly calls for a different date by which such Work is to be performed. (d) All extra work shall be performed on a fixed price basis under the procedures set forth in this Article. However, if Company authorizes in writing via an Authorized Change Order any extra work to be performed on a unit rate or time -and - material basis, Contractor shall submit a written estimate of the estimated costs along with a ceiling not to exceed price. It shall be at the sole discretion of Company as to which pricing method shall be employed. All costs associated with such Authorized Change that are not direct costs or not encompassed in the quote shall be borne entirely by Contractor, and Company shall have no liability therefore. Each Authorized Change Order shall specify the amount and timing of payments, the sum of which shall equal the amount of the change to the Contract Price. (e) All claims by Contractor for adjustments to the Contract Price and/or the Work Schedule as a result of Authorized Changes under this Article 4 shall be supported by such documentation as Company may reasonably require to verify the accuracy thereof. 4.2 Except as set forth in Article 4.1 (b), no proposed Extra Work Request shall amend this Contract until signed by both Company and Contractor, or until signed by Company and deemed accepted by Contractor under Subsection 4.1(b), and once signed by both Company and Contractor (or deemed accepted) shall then be deemed a modification or amendment to this Contract as an Authorized Change Order ("Authorized Change Order"). 4.3 In the event of a dispute regarding the Work, Contractor shall continue to perform the Work as originally described in this Contract until modified or amended by an Authorized Change Order or until Company gives Contractor written notice to stop Work. 4.4 Company representatives are not authorized to bind the Company with verbal assurance or otherwise that there will be an Authorized Change Order. Contractor acknowledges and agrees that the Work as originally described in this Contract shall riot, under any circumstances, be modified or amended without an Authorized Change Order. Article 5 Contractor Initiated Extra Work Requests/Authorized Change Orders 5.1 The contract price is firm and fixed and not subject to increase or cost escalation, except through Authorized Change Orders in compliance with this article. Contractor shall not effect any changes or perform Work which is considered by Contractor as a cost extra to the contract price without an Authorized Change Order. 5.2 Contractor recognizes the potential for changes during engineering, erection, or installation and Contractor shall ensure that daily and weekly plans have sufficient flexibility to allow shifting from one task to another without lost motion, schedule impact, or impact on Contractors efficiency should a change necessitate such a move. 5.3 Before providing any Labor, Material, or Equipment that Contractor believes is necessary or advisable for successful completion of the project, but is not set forth in the Scope of Work, or otherwise required to be performed by Contractor under this Contract, Contractor shall complete and sign the form supplied by Company entitled "Change Order/Extra Work Request Form" (an "Extra Work Request") in Appendix B and deliver it to Company. If Company agrees that the Labor, Material and/or Equipment identified by Contractor is necessary, but is not required to be performed by Contractor under the Scope of Work or other provision of the Contract, Company's Project Manager, as identified in Appendix "J" shall sign and so approve the Extra Work Request for such Labor, Material andlor Equipment pursuant to Article 4 at which time such Extra Work Request shall become an Authorized Change Order. However, Contractor shall continue to perform the Work as originally described in this Contract until amended or modified by an Authorized Change Order or Company gives Contractor written notice to stop Work. 5.4 If Company believes that such work is required under this Contract and therefore rejects Contractor's Extra Work Request, Contractor shall nevertheless perform such Extra Work, and Contractor shall provide Company with a written description of the claimed costs and supporting documentation for all claimed Extra Work, as a part of the Weekly Progress Report for the week or weeks in which the claimed Extra Work is performed. Failure by Contractor to provide a written description of the work, costs, and supporting documentation in the Weekly Progress Report(s) shall be deemed a waiver by Contractor to assert a claim for extra work and related costs. If the supporting documentation for the claimed Extra Work is not reasonably available at the time the Weekly Progress Report is due, Contractor may provide Company only the written description of the work and costs associated with the claimed Extra Work along with the supporting documentation that is available, and shall further identify the reasonable date by 3 which the remainder of the supporting documentation shall be provided to Company. If documentation is not received by the stated date, such failure by Contractor shall be deemed to be a waiver by Contractor to assert any claim for Extra Work and related costs. 5.5 Contractor shall not be entitled to receive additional compensation for changes or additional Labor, Material, or Equipment costs which result from Contractor's attempt to satisfy Contractor's Performance Guarantees. Article 6 Compensation 6.1 Contractor shall perform the Work for the Contract Price as set forth in Appendix "C" "Work Items and Prices". The Contract Price constitutes full compensation and consideration for Contractor's performance of its obligations under this Contract and may only be increased or decreased by an Authorized Change Order. The Contract Price includes all wages, benefits, taxes (as set forth in Article 45), insurance costs or premiums, overhead, anticipated profit and all other costs incident to Contractor performing the Work. The Contract Price shall be invoiced and paid in accordance with the provisions of Article 22 and 24. 6.2 Contractor shall not use any compensation paid under this Contract for illegal or otherwise improper purposes relating to the procurement or performance of this Contract. 6.3 Under no circumstances does Company guarantee that Contractor will make a profit under this Contract and Contractor knowingly accepts that risk. Article 7 Time to Electrical Completion 7.1 Contractor shall commence the Work on or before September 4, 2012 ("Start Date") and shall diligently perform the Work such that the Facility shall achieve Electrical Completion, as set forth in Article 32.4, on or before October 24, 2013 (the "Electrical Completion Date"), plus any extensions thereof allowed pursuant to an Authorized Change Order and/or Force Majeure (the "Extended Electrical Completion Date"). A schedule identifying the Key Milestone Performance Dates is attached as Appendix "D", "Key Milestone Performance Dates". A Level 3 Work Schedule prepared by Contractor, incorporating the Key Milestone Performance Dates, is attached as Appendix "E", "Work Schedule'. The Level 3 schedule will be submitted to the Company no later than 60 days after the Start Date. The schedule will be the project base line schedule utilized by the Company and Contractor to measure project progress. Contractor shall strictly perform the Work in accordance with Appendix "D", "Key Milestone Performance Dates" and Appendix "E", 'Work Schedule" in order to meet the Electrical Completion Date. Contractor understands that time is of the essence in the performance of its obligations hereunder, and that Company is relying upon Contractor to timely complete the Work such that the Facility reaches Electrical Completion by the Electrical Completion Date or, if applicable, the Extended Electrical Completion Date. 7.2 Subject to Article 7.3, Contractor shall request, in writing, authorization to move Equipment, Materials, Incidentals and/or Labor to or towards the Work Site for construction purposes ("Mobilization") no earlier than the date specified for Mobilization in Appendix 'D" "Key Milestone Performance Dates". In no event shall Contractor perform any Work at, or move any equipment, Materials or Incidentals to, the Site until such time as Contractor has received written notice from Company authorizing Contractor to commence Work at the Site. Mobilization without Company's express written authorization shall be at Contractor's sole risk and expense, including without limitation, Contractor's responsibility for any incidental storage costs, costs of Materials, Equipment or Labor and damages to Company property or assets. If, through no fault of Contractor, Contractor has not received written authorization for Mobilization from Company within three (3) calendar days prior to the Start of Field Construction Date as set forth in Appendix "D", "Key Milestone Performance Dates", Company's lack of response shall be deemed to be a delay in Mobilization entitling Contractor to the Mobilization Delay Rates specified in Article 7.3 (c), and shall be entitled to a corresponding extension for each day to the Electrical Completion date, both of which changes will be approved by Company pursuant to an Authorized Change Order. 7.3 Company may delay the Start of Field Construction Date. However, if through no fault of Contractor, Company delays the Start of Field Construction Date, Contractor shall, as its sole remedy, be entitled to Mobilization Delay Rates as follows: (a) if Company notifies Contractor, in writing, at least fifteen (15) calendar days before the Start of Field Construction Date of a delay in the Start of Field Construction Date, Company may delay Mobilization up to thirty (30) calendar days after the Start of Field Construction Date without incurring any additional costs; (b) if Company notifies Contractor, in writing, at least four (4) calendar days, but not more than fourteen (14) calendar days, before the Start of Field Construction Date, Company may delay Mobilization for up to thirty (30) calendar days after the Start of Field Construction Date at Mobilization Delay Rates of $1300.00 per day starting on the Start of Field Construction Date; (c) if Company notifies Contractor, in writing, less than (4) calendar days before the Start of Field Construction Date, Company may delay Mobilization for up to thirty (30) calendar days after the Start of Field Construction Date at Mobilization Delay Rates of $1300.00 per day starting on the Start of Field Construction Date. If Company delays the Start of Field Construction Date more than thirty (30) calendar days, then Contractor or Company may terminate this Contract for convenience as described in Article 27. If neither Company, nor Contractor terminates this Contract as allowed in the foregoing sentence, then Mobilization Delay Rates shall apply to any delay that is in excess of thirty (30) days and that is not the fault of the Contractor. 7.4 Invoices for Mobilization Delay Rates shall be submitted by Contractor on a weekly basis to the address set forth in Article 22.1 and shall be paid pursuant to Article 24. Company's payment of the Mobilization Delay Rates shall be Contractor's sole right of recovery against Company for any delay in Mobilization; except however, if delay in Mobilization results in the eventual termination of this Contract, Contractor's sole right of recovery against Company shall be the payment of the Mobilization Delay Rates plus the applicable costs recoverable in Article 27. 7.5 After Mobilization is authorized, Company may suspend all or part of the Work at any time by providing Contractor written notice of suspension ("Suspension") upon receipt of which Contractor shall immediately cease all Work, So long as such Suspension is not 4 attributable to any fault of Contractor, Contractor shall be entitled to relief as follows: (a) Company shall pay Contractor eighty percent (80%) of the labor rates for Work which reasonably would have occurred during the eight (8) hour work day during the period in which the Suspension notice was given, based upon the labor rates set forth in Appendix "F", "Rates for Time and Material Work" (the "Suspension Rates"); and, (b) Company shall pay Contractor for one hundred percent (100%) of all reasonable direct and actual costs attributable to Equipment leased by Contractor in furtherance of the Work (the "Suspension Costs"). In the event of a Suspension exceeding thirty (30) consecutive calendar days, either party may terminate this Contract, which termination shall be considered a "Termination for Convenience" as described in Article 27. Payment of the Suspension Rates and Suspension Costs shall be Contractor's sole remedy for any Suspension of the Work. 7.6 For each day of any Suspension that is not attributable to any fault of the Contractor, Contractor shall be entitled to a one (1) day extension of the Electrical Completion Deadline, which extension will be approved by Company pursuant to an Authorized Change Order. 7.7 Invoices for Suspension Rates and Suspension Costs shall be submitted by Contractor on a weekly basis to the address set forth in Article 22.1 and shall be paid pursuant to Article 24. Company's payment of the Suspension Rates and Suspension Costs shall be Contractor's sole right of recovery against Company for any Suspension; except however, if a Suspension results in termination of this Contract, Contractor's sole right of recovery shall be the Suspension Rates and Suspension Costs plus the applicable costs recoverable pursuant to Article 27. 7.8 Contractor shall diligently perform the Work such that the Facility shall achieve Substantial Completion, as provided in Article 33, on or before October 31, 2013 (the "Substantial Completion Date"), not including any extensions allowed pursuant to an Authorized Change Order, and/or Force Majeure (the "Extended Substantial Completion Date"). Contractor understands that time is of the essence with regard to meeting the Substantial Completion Date. 7.9 Contractor acknowledges that Company will suffer significant financial loss if the Facility does not reach Substantial Completion by the Substantial Completion Date or within the Extended Substantial Completion Date, as applicable. Further, the Parties each acknowledge the difficulty and expense involved in proving the actual financial loss suffered by Company if the Facility does not reach Substantial Completion by the Substantial Completion Date or within the Extended Substantial Completion Date, as applicable. Accordingly, instead of requiring such proof, the Parties agree that as liquidated damages for such delay, Contractor shall pay to Company, or Company may withhold from Contractor, the cost of ten thousand dollars ($10,000) for each day of delay after the Substantial Completion Date or the Extended Substantial Completion Date, as applicable, that the Facility does not reach Substantial Completion ("Substantial Completion Date Liquidated Damages"). The Parties agree that said Substantial Completion Date Liquidated Damages are a reasonable approximation of the actual daily financial loss that Company will suffer if the Facility does not reach Substantial Completion by the Substantial Completion Date or within the Extended Substantial Completion Date and do not constitute a penalty. Said Substantial Completion Date Liquidated Damages shall terminate against Contractor if there has been a Termination For Cause. Said Substantial Completion Date Liquidated Damages are intended to remedy only immediate and short-term financial foss suffered by Company as a result of the Facility not reaching Substantial Completion by the Substantial Completion Date or within the Extended Substantial Completion Date. Substantial Completion Date Liquidated Damages shall be Company's sole and exclusive remedy for Contractor's failure to meet the Substantial Completion Date or the Extended Substantial Completion Date as applicable. The Substantial Completion Date Liquidated Damages will be capped at two hundred and fifty thousand dollars ($250,000). 7.10 Similarly, the Company acknowledges that the Company will benefit from the Facility reaching Electrical Completion before the Electrical Completion Date or Extended Electrical Completion Date. As such, the Parties agree that the Company will pay the Contractor an early completion bonus in the amount of five thousand dollars ($5,000) for each day that actual Electrical Completion is achieved in advance of the Electrical Completion Date specified in Article 7.1 ("Electrical Completion Bonus"). The Electrical Completion Bonus will be capped at one hundred and twenty five thousand dollars ($125,000). 7.11 Lastly, the Company acknowledges that the Company will benefit from the Facility reaching Substantial Completion before the Substantial Completion Date or Extended Substantial Completion Date. As such, the Parties agree that the Company will pay the Contractor an early completion bonus in the amount of one hundred and twenty five thousand dollars ($125,000) if the actual Substantial Completion Date is achieved in advance of the Substantial Completion Date or Extended Substantial Completion Date specified in article 7.8 ("Substantial Completion Bonus") and if Contractor initiated Change Orders and pending Extra Work Requests are less than one hundred thousand dollars ($100,000). Article 8 Contractor's Investigations 8.1 Contractor acknowledges that it has had a full and complete opportunity to examine this Contract and specifically the Scope of Work and fully understands all of its obligations hereunder. Attached as Appendix "G", "Site Location, Conditions and Right of Way Stipulations" is a general description of the site on which the Facility is to be constructed ("Site"). Contractor represents that it has investigated and confirmed the location of the Site and the conditions at, above, below and around the Site that may impact the performance of the Work, including but not limited to, the location and condition of Company's existing facilities, topography, surface rocks, geology, soil structure, soil substructure, creeks, streams, rivers, ditches, ground water, obstructions, environmental concerns, weather, energy sources, living conditions, transportation, highways, roads and railroads. Contractor has accounted for all such conditions in the Contract Price set forth in Appendix "C", "Work Items and Prices". While Company may provide surveys, geotechnical reports, or other preliminary information to Contractor regarding the Site, such information does not relieve Contractor of its responsibility to fully investigate the Site, and Company disclaims any representation or warranty as to the accuracy of any such preliminary information that Company may provide. 5 8.2 Contractor has investigated and confirmed that Company has acquired all easements, rights-of-way and other rights of ingress and egress (collectively "Access") necessary to perform the Work. Contractor agrees that it can and shall stay within such Access during its performance of the Work and comply with all conditions which apply to the Access. Appendix "G", "Site Location, Conditions and Right of Way Stipulations" contains copies andlor descriptions of the Access together with the terms and conditions relating to the use thereof. Contractor agrees to fully and strictly comply with such terms and conditions, including but not limited to special conditions, covenants and restrictions, in performing the Work. Contractor shall not acquire or attempt to acquire any additional Access without the prior written consent of Company. Any such acquisition by Contractor without an Extra Work Request and corresponding Authorized Change Order shall be at Contractor's own expense, but such additionally acquired Access shall be for the sole benefit of Company. 8.3 Contractor has fully investigated and confirmed the availability and cost of Labor, Materials, Equipment, Lodging (as required), and Incidentals necessary to perform the Work. 8.4 Contractor has made all other investigations necessary to understand the complexities and difficulties that may be encountered in performing the Work including, without limitation, reasonably anticipated weather patterns for the area in which the Site is located, and has accounted for such complexities and difficulties in the compensation set forth in Appendix "C", "Work Items and Prices". Article 9 Utilities Contractor understands that the Work may be performed near, upon, over andlor under existing utilities, including but not limited to oil, gas, product, water and sewer pipelines, electric power lines, telephone cables, highways, roads, canals, and railroads (collectively "Utilities"), and that such Utilities may be active and dangerous. Contractor shall give all notices required under the instruments or agreements providing Access to Company or under applicable law, including written notice to Company and to any owner of the Utility and to Company prior to performing any Work near, upon, over andlor under a Utility. Contractor shall cause the owner of any underground Utility, or an authorized representative of such owner, to mark and identify the location of the Utility prior to commencing Work near, upon, over andlor under the Utility. As between Company and Contractor, Contractor assumes all risk and shall indemnify and hold Company harmless for the performance of the Work near, upon, over andlor under Utilities and shall exercise extreme care at all times to avoid interfering with andlor damaging Utilities. Company will not allow Contractor to excavate using any hoe -type pieces of equipment in or immediately adjacent to any live, operating facilities whether or not such facilities are owned by Company, except that once the construction site's perimeter has been hydro -excavated to a depth of six feet and cleared by Contractor, then hoe -type pieces of equipment may be used by Contractor within that perimeter after Company approval. Contractor shall always apply the above-described procedure, no matter how well marked the underground facilities appear to be. Contractor also agrees to follow all Company encroachment standards and guidelines contained in Company's document CG -9010. Company will identify and re -locate, if necessary, any above ground and underground obstructions, pipelines, conduit and other such similar items as they relate to any aspect of the Work and Contractor shall have the right to inspect, witness, and participate in this activity. Article 10 Materials and Equipment 10.1 Company shall purchase only the Company -provided Materials specifically identified in Appendix "A", "Scope of Work" as being furnished by Company (collectively, "Company Materials"). Contractor shall be responsible for: furnishing technical documentation to the Company to utilize in soliciting bids; reviewing vendor supplied documentation; unloading, storing, and properly protecting Company Materials from theft, malicious damage, and environmental elements at the job site; incorporating Company Materials into the Work; and incorporating vendor certified documentation into Contractor supplied manuals. Contractor shall give Company's employees or agents at the storage locations at least twenty-four (24) hours advance written notice of Contractors desired receipt of Company Materials, and shall arrange for receipt of Company materials between the hours of 8:00 a.m. and 5:00 p.m. local time on Business Days. Contractor and Company shall inspect Company Materials upon arrival and shall jointly accept or reject any Company Materials that both Parties collectively find to be defective, incomplete or damaged. Contractor's receipt of Company Materials shall be deemed to be its acceptance thereof, and Contractor shall be responsible, at Contractor's sole cost and expense, for repair or replacement if Company Materials are subsequently found to be defective, missing or damaged following Contractor's acceptance. If Contractor rejects Company Materials, Contractor shall immediately notify Company, in writing, identifying the affected Company Material and stating the reason for the rejection. 10.2 Contractor shall furnish all Materials that are part of the Work other than Company Materials as identified in Appendix "A" (collectively, "Contractor Materials"). Contractor Materials shall be new and shall be purchased from suppliers on the Company Approved Manufacturers List in Appendix "H" unless Company executes a Waiver Request Form as set forth in Appendix "H", "Company Approved Manufacturers List and Waiver Form". Contractor Materials shall be inspected by Contractor to ensure that the Contractor Materials meet all warranties, standards and specifications required by this Contract. If Contractor finds defective Materials from a Company approved manufacturer andlor supplier, Contractor shall reject the same and immediately notify Company of the defect. If requested by Company, Contractor shall furnish to Company certified documentation as to the kind, quality and quantity of any Contractor Materials and shall certify that the Contractor Materials meet the warranties, standards and specifications herein. Company may reject any Contractor Materials that are not new andlor do not meet the warranties, standards and specifications required by this Contract; provided, however, neither the failure by Company to request such documentation nor to reject defective Contractor Materials shall relieve Contractor of any of its obligations for the repair or replacement of such defective Contractor Materials or Contractor's other obligations under this Contract. 10.3 Company shall review and approve Contractor's tagged equipment purchase specifications prior to the Contractor issuing a Purchase Order. All items rejected in the review process must be re -submitted for review and approval to the Company prior to Contractor issuing a Purchase Order. Company's review and approval shall not constitute final approval or acceptance by the Company, nor shall it relieve Contractor of their responsibility under the terms of this Contract. Tagged equipment not subject to review and approval include: transmitters, gauges, indicators, valves and actuated valves less than 12 inch in size. 6 10.4 Unless otherwise set forth in the Appendix 'A", "Scope of Work", Contractor shall furnish all Construction Equipment. Contractor shall regularly inspect and maintain all Equipment in good and safe condition. Contractor shall immediately remove from the Site and immediately replace any Equipment found to be unsafe or otherwise unfit for the performance of the Work with Equipment that is safe and fit for the performance of the Work. 10.5 Contractor shall comply with all instructions of the supplier, manufacturer, fabricator, and/or processor of Material or Equipment when using the same. Contractor represents that there is no conflict between its obligations under this Contract and such instructions. Contractor shall pay all rents, royalties and license fees on Contractor Materials and Equipment, and shall hold Company harmless therefrom. 10.6 Contractor shall separately furnish Company with requested certified process safety management ("PSM") documentation for Materials as set forth on Appendix "I" "Material PSM Documentation". Contractor shall provide to Company a separate PSM folder for each tagged piece of equipment on the Piping and Instrumentation Drawings (P&IDs). Company may submit a request, in writing, for additional Material PSM Documentation until Company acceptance of Substantial Completion. If accessible, Contractor shall use the data base program used by Company to track all maintenance, repairs, replacements and the like performed on Materials for which Material PSM documentation has been provided. 10.7 Upon completion of the Work and prior to submitting the Notice of Final Completion, Contractor shall return in good condition, except for normal wear and tear, and to a location identified by Company, all Materials purchased and paid for on a reimbursable basis under this Contract (collectively, "Surplus Materials"). Contractor shall label all Surplus Materials with the contract number specified on the cover page to this Contract and provide Company a detailed listing of such Surplus Materials. Article 11 Supervision, Site Manager, and Field Service Personnel Contractor shall designate its key personnel, including but not limited to a Site Manager and Safety Representative, and shall identify them on the attached Appendix "J", "Contractor's Key Personnel" (collectively, "Contractor's Key Personnel"). The Contractor's full time Safety Representative identified in Appendix "J" must be someone other than the Site Manager. The Contractor shall furnish a minimum of one (1) Safety Representative for a maximum of every seventy five (75) Contractor personnel onsite. At least two (2) of Contractor's Key Personnel shall remain at the Site at all times during the progress of the Work, Contractor shall give Company written notice prior to any change in Contractor's Key Personnel, or as soon as feasible thereafter (but in no event more than 48 hours after such change). 11.2 Contractor shall retain personnel whose skill sets and number sufficiently enable completion of the Work described herein. If in the Company's opinion Contractor is unable to retain sufficient personnel, then Contractor shall replace and/or supplement Contractor's personnel, or Contractor shall hire third -party resources that are mutually acceptable to Contractor and Company. Contractor shall use its best efforts to maintain the same project personnel for the term of this Contract, subject to Company's right to require Contractor to replace and/or supplement Contractor's personnel under this Section. Company and its representatives shall not use these requirements to promote nepotism and the addition of unneeded staff. 11.3 Contractor's Site Manager or designee shall remain at the Site at all times during the progress of the Work and shall be Contractor's on-site representative with the authority to act on behalf of Contractor and receive notices and communications from Company. Contractor's Site Manager must be satisfactory to Company and Company shall have the right to require Contractor to replace a Site Manager whose performance is not satisfactory to Company. Contractor shall not reassign the individual serving as Contractor's Site Manager to any other project of Contractor or its Affiliates without the prior written consent of Company, subject to Company's right to require Contractor to replace a Site Manager under this Section, 11.4 Contractor shall provide and retain qualified employees, personnel, and/or Subcontractors necessary to perform the Work in compliance with this Contract. Contractor will permanently remove from the Site any employee of Contractor, any Subcontractor or any employee of any Subcontractor who is not satisfactory to Company within twelve (12) hours of receipt of written notice from Company. 11.5 Contractor shall supervise and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with this Contract. Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences, procedures, training, and safety and security programs and for coordinating all portions of the Work, except as otherwise expressly provided herein. 11.6 Contractor shall keep at the Site competent manufacturer's field representatives and any necessary assistants in connection with the assembly, installation, start-up, or testing of the Facility under this Contract, or for instruction of Company's Personnel thereon. 11.7 Company may, at its sole discretion, remove or cause to be removed from the Site, or direct Contractor to remove from the Site, any Person (including employees, agents and/or representatives of Contractor or any Subcontractor) whom Company deems unfit to perform his or her duties, and/or a security risk. Company shall notify Contractor of any such removal and Contractor will promptly provide replacement personnel in the event of such removal. 11.8 Contractor shall restrict and otherwise limit access to the Site, to only those employees, agents and representatives of Contractor and its Subcontractors having a need for such access in the performance of the Work under and pursuant to this Contract. Contractor's internal policies and procedures shall be adequate to protect the confidential and secure nature of the systems and facilities of the Site. 11.9 Contractor shall limit access to the Site, to only those employees, agents and representatives of Contractor and its Subcontractors whom have completed the necessary Company and Contractor Site Safety Orientation Training and Testing and Site Safety Procedures. 7 11.10 Contractor shall bear full cost and responsibility to control its personnel in the ingress and egress from the Work area, designated parking areas, temporary use areas, lay down yard, equipment and material storage areas, etc. Ingress and egress routes in and between areas utilized by the Contractor shall be clearly marked, designated, isolated, and contained. The Work area and all other areas denoted herein shall be segregated from the existing facility to delineate areas accessible and off limits to the Contractors personnel. Acceptable means of segregation include security personnel; barriers such as chain link fencing, hurricane fencing, and jersey barriers with signs, paint marking, and stripping to restrict access to areas off Limits to Contractor personnel. Article 12 Specifications, Drawings, and Documents 12.1 Subject to all terms and conditions of this Contract, Contractor shall perform the Work in compliance with Company's drawings and specifications set forth in Appendix "K", "Company's Drawings" and Appendix "L", "Company's Specifications" (collectively, the "Drawings and Specifications"). Any omission or defect in the Drawings and Specifications shall not relieve Contractor from properly performing the Work. Contractor shall give Company prompt written notice of any omission or defect discovered in the specifications or drawings. 12.2 The Drawings and Specifications may be superseded, revised or supplemented from time to time by Company pursuant to an Authorized Change Order. 12.3 Title to all Submittals and to all reports, documents, drawings, specifications, and other information prepared or acquired by Contractor in connection with the Work and which Contractor is required to provide Company pursuant to this Contract shall vest in Company upon the earlier to occur of (i) Contractor's distribution of such Submittals, reports, documents and other information or (ii) payment therefore by Company. Contractor agrees to grant and hereby grants to Company an irrevocable, royalty -free, non- exclusive perpetual license, to use all patents, trademarks, copyrights or other intellectual property rights now or hereafter owned or controlled by Contractor or its Subcontractors, that in any way relate to the use or enjoyment of all or any part of the Work, in each case, to the extent necessary for the operation, maintenance or repair of the Facility provided by Contractor under this Contract. 12.4 All submittals of all reports, documents, drawings, specifications, and other information prepared or acquired by Contractor in connection with the Work and which Contractor is required to provide Company pursuant to this Contract shall be delivered to the Company in their native format unless Company specifies otherwise. All such documentation shall be turned over to the Company prior to final payment by Company. Contractor's final documentation shall be organized and submitted in a logical manner each with a table of contents. All documentation shall be submitted in three (3) duplicate sets of CD's and three ring binders. 12.5 Contractor shall provide to Company electronic files of orthographic drawings and duplicate of same in PDF format of "as built" drawings described in Appendix "A", "Scope of Work Checklist", which drawings shall conform to Company's specifications and standards set forth herein. 12.6 Subject to all terms and conditions of this Contract, and with respect to the Facility design, operability, maintainability, documentation, and quality, Contractor shall perform the Work in compliance with 29 CFR 1910.119 OSHA, Process Safety Management. 12.7 Contractor shall comply with 29 CFR 1910.119(d)(3)(ii) which requires compliance with recognized and generally accepted good engineering practices where a good engineering practice is a consensus industry method of accomplishing a technical task and where at a minimum the codes and standards published by the following organizations constitute recognized and generally accepted good engineering practices: American Society of Mechanical Engineers, American Institute of Chemical Engineers, American Petroleum Institute, American National Standards Institute, National Fire Protection Association, American Society for Testing and Materials, National Board of Boiler and Pressure Vessel Inspectors, National Association of Corrosion Engineers, Gas Processors Association, American Gas Association, American Society of Exchange Manufacturers Association, Institute of Electrical and Electronics Engineers, Instrumentation Systems and Automation Society (ISA), the National Electrical Code, and model building code groups. 12.8 Where the process technology requires a design which departs from the applicable codes and standards that constitute recognized and generally accepted good engineering practices as defined above, then Contractor must demonstrate to Company's satisfaction and document that its design and construction is suitable for the intended purpose. 12.9 Contractor shall generate documentation and develop written operating procedures as follows: (i) Documentation that shall at least meet the requirements contained in 29 CFR 1910.119(d), and (ii) Written Startup, Shutdown, Normal Operating and Abnormal Operating Procedures that at least meet the requirements contained in 29 CFR 1910.119(f) and are provided in a format that is acceptable to Company 12.10 Any omission or defect in the Drawings and Specifications shall not relieve Contractor from properly performing the Work. Contractor shall give Company prompt written notice of any omission or defect discovered in the Contractor specifications and drawings. Article 13 Contractor's Documents 13.1 Contractor shall promptly prepare and submit to Company for approval all documentation required of Contractor by this Contract, together with such other documents as may be requested from time to time by Company (collectively "Contractor's Documents"). 8 Such Contractor's Documents will be provided with promptness so as to not delay the Work, but in any event within the respective time periods set forth herein. 13.2 Company may reject any Contractor's Document that Company finds to be unsatisfactory within ten (10) Business Days from the date of Company's receipt of such Contractor's Document. Company must specify the reason for its rejection in writing. Contractor shall correct and resubmit to Company any rejected Contractor's Document within ten (10) Business Days after receiving Company's written notice of rejection. If Company fails to respond in writing to any Contractor's Document within ten (10) Business Days from the date of receipt of such Contractors Document, then such Contractor's Document shall be deemed approved by Company. 13.3 Contractor shall not proceed with any Work affected by a Contractor's Document until Company has accepted Contractor's Document by written notice. Any Work that is performed by Contractor before receiving Company's written acceptance of Contractor's Document shall be performed at Contractor's risk, and will be subject to removal at the direction of Company at Contractor's expense. 13.4 Company's acceptance of Contractor's Documents does not relieve Contractor of any of its warranties, guarantees or other obligations under this Contract. Article 14 Blasting Plan No blasting will be allowed on the job site. Article 15 Governmental Requirements 15.1 Except as otherwise may be agreed between the Parties and set forth herein, prior to commencing the Work, Contractor shall secure and pay for all permits, qualifications, registrations, certificates and licenses (collectively "Permits") required to perform the Work. Contractor shall provide copies of the Permits to Company, in advance of performing the Work for which the Permits are required. 15.2 Contractor shall comply with all Laws and Permits in the performance of the Work. If Contractor believes that the performance of any part the Work would violate any Law or Permit, then Contractor shall immediately notify Company in writing prior to performing the Work. 15.3 Contractor shall immediately notify Company upon Contractor's receipt of any communications received from or notice of any investigation, potential investigation or other action by governmental personnel regarding the Work. Article 16 Drug and Alcohol Policy 16.1 Contractor has adopted a policy to maintain a drug and alcohol free workplace, a copy of such policy is attached hereto in Appendix "0", "Contractor's Drug and Alcohol Policy". Contractor shall comply with and cause its employees, leased workers, Subcontractors, Subcontractors' employees and other persons coming onto the Site to comply with Contractor's Drug and Alcohol Policy. Company shall have the right, but not the obligation, to audit Contractor's compliance with Contractor's Drug and Alcohol Policy, at Company's cost. 16.2 Company has adopted a policy to maintain a drug and alcohol free workplace, a copy of such policy is attached hereto in Appendix "0", "Company's Drug and Alcohol Policy". 16.3 Any failure by Contractor to comply with Contractor's Drug and Alcohol Policy, or Company's Drug and Alcohol Policy, or in the case of a conflict in terms, to comply with the more stringent of the two, is a material default under this Contract which may result in Termination For Cause. Contractor shall immediately and permanently remove from the Site any employee or leased worker of Contractor, Subcontractor or any employee of any Subcontractor who violates Contractor's Drug and Alcohol Policy or Company's Drug and Alcohol Policy. 16.4 Contractor shall immediately notify Company of any violation of Company's Drug and Alcohol Policy by any Company employee or leased worker. Article 17 Safety, Health and Accident Prevention 17.1 Contractor acknowledges that the Work may involve high risk and danger to persons, property and the environment. Contractor has adopted a program dealing with safety, health and accident prevention, a copy of said program is attached hereto as Appendix "P", "Contractor's Safety, Health and Accident Prevention Program" which Contractor represents and warrants is consistent with industry standards and with al! Laws governing safety, health and accident prevention. Contractor shall strictly comply with Contractor's Safety, Health and Accident Prevention Program and shall perform the Work in a manner so as to prevent death, personal injury, damage to property and/or the environment. Nothing in the Section 17.1, however, shall serve as any endorsement or adoption by Company of Contractor's Safety, Health and Accident Prevention Program, nor has Company made any independent determination that Contractor's Safety, Health and Accident Prevention Program is consistent with industry standard or complies with any Law governing safety, health and accident prevention. 9 17.2 Contractor's Safety Representative, identified in Appendix "J", "Contractor's Key Personnel", shall be responsible for communicating, administering and enforcing Contractor's Safety, Health and Accident Prevention Program. Each morning prior to commencement of Work, Contractor's Safety Representative shall conduct a safety, health and accident prevention meeting in connection with the Work. Contractor's Safety Representative shall submit minutes from each meeting to Company's Safety Representative and Project Manager, identified in Appendix "J", "Company's Key Personnel". Contractor shall promptly respond to safety program enhancements recommended by Company. 17.3 Contractor shall give Company immediate written notice of any death, personal injury or damage to property or the environment resulting from the performance of the Work and immediately begin an incident investigation to determine the cause of the incident. Contractor agrees to share the results of the incident investigation with Company at Company's request. Company reserves the right to perform its own Incident Investigation, with full Contractor support, and such shall be disclosed to Contractor at the Contractor's request. 17.4 Contractor shall supply Company with a Material Safety Data Sheet ("MSDS") for all hazardous materials that are brought to the Work Site. Contractor shall be responsible for prompt removal and proper disposal of all hazardous materials used, generated, arising out of or in any way connected with the Work, such handling, removal, transportation, and disposal to be undertaken in compliance with all applicable Laws, rules, and regulations. 17.5 Intentionally left blank. 17.6 Contractor shall ensure that all Contractors' personnel (including all sub -contractors) that are onsite are fully versed in the Contractor's Safety, Health, and Accident Prevention Program. Contractor agrees to document this by having all workers sign an affidavit that they have reviewed the Contractor's Safety, Health, and Accident Prevention Program and are willing to undertake a drug screening at the Company's or Contractor's request. The affidavit shall remain on site with Contractor's Safety Representative, with an updated roster of Contractor's personnel and contractors that have provided such affidavits. 17.7 Contractor shall coordinate and cooperate (and shall cause each Subcontractor to coordinate and cooperate) with Company and any other contractor of Company working on the Site to ensure the continuous safety of the Site at all times. This coordination and cooperation shall include participating, at Contractor's cost, in a safety committee with representatives of Company and all contractors and sub -contractors performing work at the Site (the "Site Safety Committee"). Contractor shall designate a Site Safety Committee representative, reasonably satisfactory to Company, which representative shall have the authority to act on behalf of and bind Contractor with respect to safety matters. The Site Safety Committee will be chaired by Company's representative and will undertake such activities as Company may reasonably direct. The Site Safety Committee shall meet weekly or periodically as agreed by its members and Contractor's representative(s) shall attend each meeting. Contractor shall be responsible for providing such information as the Site Safety Committee reasonably requests. Contractor shall carefully review and diligently implement all directives and recommendations of the Site Safety Committee. 17.8 In emergencies affecting the safety or protection of Persons or the Work or property at the Site or adjacent thereto, Contractor, without special instruction or authorization from Company, is obligated to act to prevent damage, injury, or loss. Whenever, in the reasonable opinion of Company, Contractor has failed to take sufficient precautions for the safety of the public or the protection of the Goods, the Facility or structures or property on or adjacent to the Site, creating, in the reasonable opinion of Company, an emergency requiring immediate action, then Company may cause such sufficient precautions to be taken or provide such protection. The taking or provision of any such precautions or protection by Company shall be for the account of Contractor and shall not relieve Contractor of its obligations under this Contract and Applicable Laws, and Contractor shall promptly reimburse Company for the reasonable cost thereof. 17.9 Contractor shall promptly give Notice to Company of any hazardous conditions, property or equipment on any part of the Site immediately after it becomes aware of such conditions. Article 18 Environmental Responsibility 18.1 Company shall indemnify and hold Contractor harmless for all damages, costs, penalties and remediation arising out of contamination of the Site by environmentally hazardous substances where such contamination: (a) occurred during Company's period of ownership of the Site, but before commencement of the Work, and which did not arise out of any action or inaction of Contractor; or (b) occurs during the performance of the Work to the extent caused by Company (collectively "Company's Pollution"). Contractor shall not be responsible or liable for Company's Pollution except to the extent Contractor aggravates or exacerbates Company's Pollution. 18.2 Contractor shall be responsible for collecting, handling, storing and removing from the Site and areas adjacent thereto, and for properly disposing of, incompliance with this Contract, all Applicable Laws and all Permits, Hazardous Materials that were brought onto the Site by Contractor, its Personnel, Affiliates or Subcontractors, or Releases of a Hazardous Material caused by the negligence or willful misconduct of, or a violation of an Applicable Law by, Contractor or its Personnel or Subcontractors ("Contractor Hazardous Material"). If Contractor should fail or refuse to provide Remediation for Contractor Hazardous Materials in accordance with this Section, then Company may, at its discretion and after prior Notice to Contractor, perform such Remediation, as it deems necessary or adequate. All reasonable costs and expenses of such Remediation shall be for the account of Contractor, and Contractor shall promptly reimburse such amounts to Company. The taking of such actions by Company shall not relieve Contractor of its obligations under this Contract and Applicable Laws. 18.3 Contractor shall keep the Site and Access to the Site free from pollution, waste and other debris and shall promptly and properly dispose of the same in compliance with all applicable Laws, rules, and regulations. 10 18.4 Contractor shall take all measures reasonably necessary to prevent the Release or threatened Release of any Hazardous Materials at the Site and adjacent areas in violation of Applicable Laws. Contractor shall immediately give Notice to Company of: (a) any Releases of Hazardous Materials that occur in connection with the performance of the Work; (b) any and al! violations and any and all investigations, actions, claims, suits, notices of violation, fines, penalties, orders, and other proceedings related to violations or alleged violations of Environmental Laws, including, but not limited to Permits issued thereunder, which are asserted against Contractor or any of Contractor's Personnel in connection with the Work or their activities on, along, adjacent to or near the Site; (c) Contractor's discovery of any Releases of Hazardous Materials at the Site or adjacent areas; and (d) all material developments with respect to clauses (a), (b) and immediately above. 18.5 In the event Contractor encounters on the Site material reasonably believed to be a Hazardous Material other than a Contractor Hazardous Material ("Pre -Existing Hazardous Materials"), then Contractor shall immediately cease performance of any Work in the area affected and report the condition to Company in writing. Contractor shall not thereafter resume performance of the Work in the affected area except with the prior written permission of Company. Contractor shall not be responsible for any Remediation of Pre - Existing Hazardous Materials required by law, and shall not be entitled to any Change Order with respect thereto. 18.6 Records relating to the handling and disposal of Contractor Hazardous Materials shall be made available to the Company upon request. Article 19 Inspection 19.1 Company will employ and appoint a Chief Inspector, which Chief Inspector shall be identified in Appendix "J", "Company's Key Personnel", along with such other inspectors, experts and consultants (collectively "Company's Inspectors") as it deems necessary to inspect and monitor Contractor's results, compliance with the Contract and progress of the Work. Company's Inspectors shall have access to the Work wherever and whenever it is being performed and Contractor will ensure such access and the cooperation of its employees and Subcontractors. 19.2 Company's employees and inspectors may stop the performance of the Work at any time when the employee or inspector has concern of harm to any person or the environment, or any time the Company's Inspectors believe the Work is not being performed in accordance with the terms and conditions of this Contract. Contractor shall not be entitled to compensation for any loss or damages suffered by Contractor nor shall Contractor receive any time extension for completion of the Work in the event Work is stopped pursuant to this Article. 19.3 Contractor understands that Company is relying solely on Contractor's expertise in performing the Work under this Contract and that no inspection or monitoring, or failure to inspect or monitor, by Company or Company's inspectors shall relieve Contractor of its warranties, duties and other obligations arising out of or in connection with the performance of the Work or this Contract. In addition, no failure on the part of Company to take action as a result of any inspection or monitoring shall be deemed a waiver of any of Company's rights under this Contract and shall not relieve Contractor of its warranties, duties and other obligations arising out of or in connection with the performance of the Work or this Contract. Further, no inspection or failure to inspect by Company or Company's Inspectors shall be construed as acceptance of the Work, in whole or in part. 19.4 Any and all reviews, inspections or approvals by Company or any of its representatives that are required by, allowed or otherwise referenced in this Contract or that are otherwise undertaken by Company or any of its representatives in connection with the Facility or the Work are for the sole purpose of compliance with this Contract. The inspection, review, and/or comment by Company or its representatives, of any Drawing(s), document(s), or any other Work or Services performed by Contractor or any Subcontractor shall not: (i) alter, amend, waive or relieve any obligation of Contractor under this Contract; or (H) impose any liability on Company under this Contract; or (iii) result in any adjustment of the Contract Price, Work Schedule or Performance Guarantees except as expressly provided in this Contract. Article 20 Correction of Defective Work 20.1 Upon receipt of written notice from Company at any time prior to expiration of the warranty periods set forth in Article 36.6 or upon Contractor becoming aware of Defective Work (hereinafter defined), Contractor shall immediately remedy, repair and/or replace any Defective Work as defined in Article 36.3, at Contractor's sole cost and expense. Prior to the Substantial Completion date Contractor shall have the right to choose when to repair and/or replace Defective Work. Following the Substantial Completion date, if Contractor does not begin to remedy, repair and/or replace the Defective Work and/or complete such remedy, repair and/or replacement within a time deemed reasonable by Company, then Company may remedy, repair and/or replace the Defective Work itself, or contract with others to do the same, all at the sole cost and expense of Contractor. It is understood and agreed that Company shall provide Contractor with reasonable access and accommodations to remedy, repair or replace Defective Work. If the Defective Work or correction thereof forces shut down of the Facility ("Downtime") after Substantial Completion, Contractor shall pay to Company, the cost of twenty five thousand dollars ($25,000) for each day of Downtime ("Downtime Liquidated Damages"), but excluding days caused by third -parties' product -warranty issues that created such Downtime or delays caused by Company. Downtime Liquidated Damages shall be Company's sole and exclusive remedy for the Downtime. All Downtime Liquidated Damages shall count against the total cap on the Substantial Completion Date Liquidated Damages, and the cumulative amount of the Downtime Liquidated Damages plus the Substantial Completion Date Liquidated Damages shall in no way exceed two hundred and fifty thousand dollars ($250,000). 11 20.2 If Company remedies, repairs and/or replaces the Defective Work itself, or contracts with others to do the same, Company may withhold from any amounts owed by Company to Contractor all reasonable and necessary costs incurred by Company to remedy, repair and/or replace the Defective Work. If Company cannot so withhold its costs to remedy, repair and/or replace the Defective Work, then Company may invoice Contractor therefor and Contractor shall pay the same to Company within twenty (30) calendar days after the receipt of the invoice. Article 21 Progress Reports 21.1 Upon Contractor mobilization, each day Contractor's Inspectors shall prepare and present to one of the Company's Key Personnel as identified by the Company Project Manager a "Daily Progress Report' in a format approved by the Company detailing the progress of the Work during the previous day. Upon receipt of the Daily Progress Report, Company shall review it, indicate whether or not Company disputes it in whole or in part. If Company disputes a Contractor Daily Progress Report, then Company shall attach to such signed report a written statement of the reasons for such dispute. If Company raises such dispute, then Company and Contractor shall meet immediately in an effort to resolve such dispute. Contractor shall nevertheless continue to perform the Work unless given written notice to stop by Company. The Daily Progress Report shall include at a minimum: accidents, incidents, near - misses, weather conditions, salaried and hourly personnel on site, meetings, Contractor and Company issues, notable work activities, delays that could affect Work, mitigation efforts of Work, and major equipment and material received. 21.2 Upon Contractor mobilization, on or before each Wednesday, Contractor shall prepare and deliver to one of Company's Key Personnel as identified by the Company Project Manager a "Weekly Progress Report" in a format approved by the Company detailing the progress of the Work performed during the previous week and plans for the work to be performed during the next 2 weeks as a minimum. The Weekly Progress report shall be consistent with the progress reported in the Daily Progress Reports for such week. Upon receipt of the Weekly Progress Report, Company shall review it, indicate whether or not Company disputes it in whole or in part, and if not disputed, shall sign it and return it to Contractor within three (3) Business Days. If Company disputes the Weekly Progress Report, then Company shall attach to such signed report a written statement of the reasons for such dispute. If Company raises such dispute, then Company and Contractor shall meet immediately in an effort to resolve such dispute. Upon resolution of any such dispute, Company will sign the Weekly Progress Report. Contractor shall nevertheless continue to perform the Work unless given written notice to stop by Company. The Weekly Progress Report shall include at a minimum: EHS Summary, Reporting Issues, Document Control Issues, Material Control, Progress and Scheduling, Milestones Accomplished and Forecasted, Concerns, General Construction Activity Information, QA1AC, Company Issues, Field Change Order Log, etc, and attach action item list and schedule 21.3 On or before the fifth (5th) Business Day of each month, Contractor shall prepare and deliver to one of Company's Key Personnel a "Monthly Progress Report" detailing the progress of the Work performed during the previous month. The Monthly Progress Report shall be in a format approved by Company, shall be itemized in accordance with Appendix "C", "Work Items and Prices" and shall be consistent with the progress reported in the Daily Progress Reports and Weekly Progress Reports for such month. Upon receipt of the Monthly Progress Report, Company shall review it, indicate whether or not Company disputes it in whole or in part, and if not disputed, shall sign it and return it to Contractor within three (3) Business Days. If Company disputes the Monthly Progress Report, then Company shall attach to it a written statement of the reasons for such dispute. If Company raises such dispute, then Company and Contractor shall meet immediately in an effort to resolve such dispute. Upon resolution of any such dispute, Company will sign the Monthly Progress Report. Contractor shall nevertheless continue to perform the Work unless given written notice to stop by Company. 21.4 Company's failure to timely respond to any Weekly Progress Report, any Monthly Progress Report or any other report submitted by Contractor to Company hereunder shall not be deemed as approval by Company of any such report. Article 22 Invoice Schedule and Progress Invoices 22.1 Appendix "C" contains the Work Items and Contract Price" and the "Invoice Schedule". The Maximum Invoice Schedule reflects the maximum installments of the Contract Price that will be due and payable on a monthly basis. Contractor warrants that cumulative monthly payments (exclusive of amounts for Tax reimbursement, to the extent provided in Article 45) will not exceed the aggregate maximum amount specified in the Invoice Schedule in respect to such month in the Invoice Schedule, and nonpayment of such excess amounts shall neither constitute a breach by Company nor render Company liable for interest payments. Contractor shall submit each month an updated Invoice Schedule with each Progress Invoice reflecting the actual and forecasted percentages for each month. 22.2 The first, second, and third Progress Invoices shall be based solely upon the Invoice Schedule for the corresponding month. Once the Contractor has submitted to the Company a Level 3 Work Schedule, and the Parties have reviewed and agreed to the Level 3 Work Schedule, the Parties will negotiate in good faith a Milestone Progress Payment Schedule based upon the Level 3 Work Schedule Milestones. Once the Parties agree to the Milestone Progress Payment Schedule, all subsequent Progress Invoices shall be based upon the actual Milestone progress achieved for the corresponding month. The monthly actual Progress Invoice shall not exceed the amount reflected for the month in the Invoice Schedule. 22.3 Contractor shall prepare and sign a "Progress Invoice" consistent with the undisputed portion of the Monthly Progress Report. The Progress Invoice shall indicate by Work item set forth in Appendix "C", "Work Items and Prices" the undisputed percentage of Work completed during the month covered by the Monthly Progress Report and the corresponding undisputed percentage of compensation due for each Work item. Compensation shall not exceed the amount reflected for the month in the Invoice Schedule. 22.4 Contractor shall furnish Company a monthly invoice in a format approved by Company, accompanied by Contractor's certification that the Work milestones described in the Progress Invoice have been completed in accordance with the requirements of this 12 Contract. Contractor shall invoice on the basis of completed Milestones in accordance with the Milestone Progress Payment Schedule. Each invoice shall be delivered to Company not later than the tenth (101h) day of each month and shall be accompanied by a Monthly Progress Report and an updated Invoice Schedule. The invoices shall detail for the entire month the Work, the cost, the percentage of the cost being invoiced, the portions of the invoice allocable to Goods vs. services (and with respect to Goods, the charges for Goods that will or have become fixtures on the Site versus remaining as personal property), and separately state the amount of sales and use Tax. Progress invoices shall be submitted only once per month, except that a revision to a submitted progress invoice may be resubmitted within the same month. Contractor shall mail the Progress Invoice and Monthly Progress Report to: Williams Field Services Company, LLC Attn: Mr. Jason Odam PO Box 645 Tulsa, OK 74172 22.5 After the initial Progress Invoice, each subsequent Progress Invoice shall include (i) lien releases and waivers of claims (including a subordination of lien to Company's lender's lien complying with all applicable Laws and in form and substance satisfactory to Company covering all Work covered by the immediately prior Authorized Change Order Invoice, which lien releases and waivers of claims have been signed by Contractor and all applicable Subcontractors, and (ii) the following statement immediately above Contractor's signature: "Contractor represents that it has paid all bills when due to vendors, suppliers and Subcontractors with respect to the Authorized Change Order Work performed through the period covered by the prior Authorized Change Order Invoice." Article 23 Authorized Change Order Invoices 23.1 Work covered by an Authorized Change Order shall be invoiced as part of the regular Progress Invoices. 23.2 For Work covered by an Authorized Change Order which is on a time and material basis, and for each day of such Work, Contractor shall complete and sign and deliver to one of Company's Key Personnel a form supplied by Company entitled "Daily Work Record" incorporating records of all Labor, Material and Equipment utilized in the performance of such Work during the previous day. Upon receipt of the Daily Work Record, Company shall have two business days to review it and indicate whether or not Company disputes it. In the absence of a dispute, Company shall sign the Daily Work Record and return it to Contractor the following Business Day. Contractor shall be solely responsible for all related costs and expenses for daily work records that do not have a Company authorized signature. If Company disputes a Daily Work Record, then Company shall attach to it a written statement of the reasons for such dispute. If Company raises such dispute, then Company and Contractor shall meet immediately to resolve such dispute. Upon resolution of any such dispute, Company will sign and approve the Daily Work Record. Contractor shall nevertheless continue to perform the Work unless given written notice to stop by Company. 23.3 Upon return of all Daily Work Records for the previous month, Contractor shall prepare an "Authorized Change Order Invoice" consistent with the signed and approved Daily Work Records. Contractor shall mail the Authorized Change Order Invoice with the Daily Work Records covered thereby to the addresses set forth in Article 22.4. 23.4 After the initial Authorized Change Order Invoice, each subsequent Authorized Change Order Invoice shall include (i) lien releases and waivers of claims (including a subordination of lien to Company's lender's lien complying with all applicable Laws and in form and substance satisfactory to Company covering all Work covered by the immediately prior Authorized Change Order Invoice, which lien releases and waivers of claims have been signed by Contractor and all applicable Subcontractors, and (ii) the following statement immediately above Contractor's signature: "Contractor represents that it has paid all bills when due to vendors, suppliers and Subcontractors with respect to the Authorized Change Order Work performed through the period covered by the prior Authorized Change Order Invoice." 23.5 Upon receipt of payment by Contractor under this Article for any Authorized Change Order, Contractor hereby fully and completely releases and discharges Company from all further claims or liabilities (including, but not limited to, additional costs, additional time, disruptions, impacts, or cumulative effect in combination with past, present, or future events) for further equitable adjustments, costs or expenses attributable to the facts and circumstances giving rise to the Authorized Change Order and any previous approved and compensated Authorized Change Orders. Article 24 Payment of Invoices and Retention 24.1 Except as otherwise provided in this Contract, within thirty (30) calendar days after receipt by Company of any properly submitted Progress Invoice or Authorized Change Order Invoice, Company shall make payment to Contractor at ninety percent (90%) of the submitted invoice [or if the permissible maximum amount of retention is less than ten percent (10%), the maximum amount allowed by law], by either (i) depositing the same in the United States mail, postage prepaid and properly addressed to Contractor or (ii) wire transfer to Contractor's account number [320076397 ] at LCitywide Banks ], ABA No. [107001070 ]. Payment pursuant to this Section 24.1 shall not constitute Final Completion nor otherwise constitute acceptance of the Work, in whole or in part and shall not release Contractor of its warranties and other obligations under this Contract. 24.2 Upon Company acceptance of Final Completion as defined in Article 35, Contractor may submit its final invoice for the remaining ten percent (10°/a) ("Retention Invoice"). Except as otherwise provided in this Contract, Company shall pay the Retention Invoice within thirty (30) calendar days after its receipt, by either (i)depositing the same in the United States mail, postage prepaid and properly addressed to Contractor or (ii) wire transfer to Contractor's account number L320076397 1 at [Citywide Banks ], ABA No. [107001070 1. Payment pursuant to this Section 24.2 shall not on its 13 own constitute Final Completion nor otherwise constitute acceptance of the Work, in whole or in part, and shall not release Contractor of its warranties and other obligations under this Contract. 24.3 In addition to any other rights of Company to withhold the payment of an invoice, Company may withhold the payment of an invoice, in whole or in part, for any of the following reasons: (a) The invoice is inaccurate or otherwise fails to meet the requirements of this Contract; (b) The required substantiating documents did not accompany the invoice or were incomplete, in error or otherwise insufficient. (c) Company believes Contractor to be in default of any term of this Contract; (d) To secure or satisfy the payment of any claim by or against Company relating to the Work; (e) To secure or satisfy the payment of any claim or lien against Company or its property arising out of or relating to the Work that has not been addressed by Contractor in accordance with Article 25.3; or (f) To secure the payment of any attorney's fees, professional fees and other costs necessary to assert or defend against a claim under either Articles 24.3 (c), (d) or (e); (g) Defective Work, and other incomplete work. 24.4 If Company determines that payment of an invoice, in whole or in part, should be withheld, Company shall upon making such determination advise Contractor in writing of the basis for such withholding and the amount thereof. If Contractor disagrees with Company's determination, then Contractor shall notify Company in writing of the basis of Contractor's disagreement within five (5) Business Days after receipt of Company's notice of withholding. Failure by Contractor to properly raise such disagreement shall be deemed a waiver by Contractor of such disagreement. If Contractor properly raises such disagreement, Company and Contractor shall meet immediately in an effort to resolve such disagreement. Contractor shall nevertheless continue to perform the Work unless given written notice to stop by Company. 24.5 Any overpayment to Contractor on any invoice shall be repaid to Company upon demand, unless otherwise adjusted by Company on the payment of subsequent Invoices. An overpayment shall be deemed to have occurred if Contractor is paid for work that is not set forth in either Appendix 'A" "Scope of Work" or an Authorized Change Order. Article 25 Avoidance of Liens 25.1 Contractor shall pay when due all of its obligations arising from the Work and, if necessary to avoid the imposition of any lien, all of the obligations of its Subcontractors arising from the Work. 25.2 Provided Company is paying Contractor in compliance with this Contract, Contractor shall not, nor shall Contractor allow any Subcontractor, supplier or vendor to, file a lien or assert any other claim against the Work, Materials Facility or property of Company. 25.3 Contractor shall within ten (10) days of discovery, discharge or obtain the discharge of any lien filed or claim asserted against the Work, Materials, Facility or property of Company by Contractor or any Subcontractor supplier or vendor associated in any way with the Work. If Contractor fails to discharge or obtain the discharge of any such lien or claim within ten (10) days of discovery, then Company may in its sole discretion discharge such lien or claim and withhold all resulting costs and fees (including attorneys' fees) incurred by Company from any amounts owed by Company to Contractor. If Company cannot withhold the amount owed, Company shall invoice Contractor therefor and Contractor shall pay the same to Company within twenty (20) calendar days after the receipt of such invoice. Such obligation of Contractor to discharge or obtain the discharge of any lien filed or claim asserted against the Work, Materials, Facility or property of Company exists notwithstanding any underlying claim or defense Contractor may have with regard to the claim or lien. Failure of Contractor to discharge or obtain the discharge of any lien or claim as required hereunder shall be deemed a material breach of this Contract. Article 26 Use of Facilities Whenever the Work or any part thereof is deemed suitable for use by Company, Company may take possession of and use the Work or any part thereof prior to Electrical Completion or Final Completion. If Company takes possession of and uses the Work, then the specific part of the Facility or System in which such Work lies shall be deemed to have reached System Electrical Completion, as defined in Article 31, below. Notwithstanding the foregoing, Contractor shall still be required to achieve System Electrical Completion for all other parts of the Facility or other Systems pursuant to Article 31. Work which is deemed to have reached System Electrical Completion by virtue of partial Facility or System usage shall not relieve Contractor of any of its warranties, guarantees or obligations under this Contract, including, without limitation, Article 31, including its obligation to comply with and reach System Electrical Completion, Electrical Completion, Substantial Completion, and Final Completion on all aspects of the Work. Article 27 Termination For Convenience 27.1 Company may terminate this Contract, or any portion thereof, at any time and without cause by written notice to Contractor ("Termination For Convenience"). Upon receipt of such notice, Contractor shall immediately stop the Work, or that portion of the 14 Work that is subject to the notice, as directed, cancel all related outstanding orders by facsimile transmission or other expedient written means and, if directed by Company, begin vacating the Site,. 27.2 After vacating the Site pursuant to Section 27.1, Contractor shall prepare and deliver to Company, together with such supporting documentation as Company may require, a 'Termination For Convenience Invoice" including the following: (a) For each Work item set forth in Appendix "C", "Work Items and Prices", the amount due Contractor for the percentage of that Work item properly completed since payment of the last Progress Invoice; (b) For each Authorized Change Order Work, the amount due Contractor for Authorized Change Order Work properly completed since payment of the last Authorized Change Order Invoice: (c) For Contractor Materials and leased or rented Equipment delivered to the Site for which Contractor has no use and has not been paid, Contractor's actual cost; (d) For Contractor Materials and leased or rented Equipment ordered that cannot be canceled and for which Contractor has no use and has not been paid, Contractor's actual cost; (e) For Contractor Materials and leased and rented Equipment ordered that can be canceled, all actual cancellation charges incurred by Contractor; (f) (g) For Contractor's actual cost of demobilization at the Site, Contractor's actual cost; and Less all amounts due Company by Contractor and/or that Company has the right to withhold from Contractor pursuant to this Contract. 27.3 Within thirty (30) calendar days after receipt of the Termination For Convenience Invoice, Company shall pay Contractor the undisputed amount thereof. If Company disputes any amount of the Termination For Convenience Invoice, it shall advise Contractor in writing of the amount in dispute and the reasons therefor at the time of payment of the undisputed amount. The Parties shall then meet to resolve the dispute. 27.4 Contractor's sole right of recovery against Company for Termination For Convenience shall be limited to those items specifically set forth in the Termination for Convenience Invoice required by this Article 27. In no event shall Company be liable to Contractor for any other costs, damages or lost profits, or for any costs which are not included in the Termination for Convenience Invoice, whether or not such costs would have been payable hereunder if properly included. 27.5 For Work otherwise performed and not terminated pursuant to this Article 27, Contractor shall continue to perform all terms and conditions of this Contract. Article 28 Termination For Cause 28.1 Company may, subject to Articles 28.2 or 28.3, immediately terminate this Contract or any portion thereof for cause resulting from the following reasons, each of which constitutes a material default ("Termination for Cause"): (a) Contractor fails to strictly comply with any term of this Contract; (b) Contractor is adjudged bankrupt or insolvent, or makes a general assignment for the benefit of its creditors; (c) A trustee or receiver is appointed for Contractor or for any of its property; (d) Contractor files a petition to take advantage of any debtor's act or to reorganize under the Bankruptcy Act or similar Laws or any creditor of Contractor files any such petition with respect to Contractor; or (e) Contractor fails to discharge or obtain a discharge of any lien or claim as required in Section 25.4, above. 28.2 Except for Contractor's failure to meet a performance date or deadline specified in this Contract, for any material default specified in Article 28.1(a) or (e), Company shall give Contractor written notice setting forth the default. If Contractor fails to commence cure of the default within five (5) Business Days and continue with diligence thereafter to complete the cure (which cure must in all events be completed within twenty (20) Business Days), then Company may terminate this Contract, or any portion thereof, by giving Contractor a second written notice that this Contract, or any portion thereof, has been terminated. Notwithstanding anything to the contrary herein, the notice and cure periods described in this Article 28.2 shall not (i) operate to extend the Electrical Completion Deadline or any other time periods set forth in this Contract nor (ii) delay or extend the time at which Contractor becomes liable for Under Performance Damages. 28.3 if Contractor defaults as described in Article 28.1(b), (c) or (d), Company may terminate this Contract or any portion thereof immediately by giving Contractor written notice that this Contract has been terminated. 28.4 In the event of Termination For Cause, Company may complete the Work itself or by contract with a third party. Company may also immediately take possession of and use any Equipment, Incidentals and Materials, wherever located, and shall be entitled to promptly receive from Contractor copies of any Contractor's Documents that Company requests. While Company shall use reasonable efforts to mitigate the cost to complete the Work, Company shall not be required to obtain the lowest price to complete the Work, but may make such reasonable expenditures as in its good faith judgment shall best accomplish the timely completion of 15 the Work. If Contractor has furnished either a performance or a completion bond, then Company may, at its option, require the bonding company to complete the Work in accordance with this Contract. 28.5 In the event of Termination For Cause. Company shall not be required to make any payment to Contractor until after the Work has been completed. If the sum of (1) Company's previous payments to Contractor plus (ii) the cost to complete the Work plus (iii) any damages to which Company is entitled under this Contract, are less than the Contract Price, then Company shall pay the balance to Contractor within twenty (20) calendar days after such determination. If the total of (i) Company's previous payments to Contractor plus (ii) the costs incurred to complete the Work plus (iii) any damages to which Company is entitled under this Contract are greater than the Contract Price, then Contractor shall pay the difference to Company within twenty (20) calendar days after receipt of an invoice from Company. 28.6 If any court or arbitrator should determine that Company had no grounds for Termination For Cause, then such termination shall be considered a Termination For Convenience, and Contractor shall therefore be entitled to recover as provided in Article 27, above. Article 29 Payment, Performance and Completion Bonds 29.1 Prior to commencing the Work, Contractor shall procure and furnish to Company any one or more of the following: (a) A Payment Bond payable to Company in an amount equal to the Contract Price and in a form and substance and with a surety satisfactory to Company protecting Company against all claims for non-payment of Labor, Materials, and Equipment; and (b) A Performance Bond naming Company in an amount equal to the Contract Price and in a form and substance and with a surety satisfactory to Company securing Contractor's performance of the Work in accordance with this Contract and protecting Company against any loss by reason of Contractor's default of this Contract; or 29.2 If Contractor fails to promptly furnish a requested surety bond, Company shall have the right to immediately terminate this Contract with written notice to Contractor, without any liability to Company. Article 30 Force Majeure 30.1 Failure of performance (other than the payment of money) by either Party under this Contract due to circumstances beyond the reasonable control of such Party (financial inability excluded), including, but not limited to, acts of government, acts of God, war, rebellion, strikes or lockouts, epidemics, landslides, lightning, earthquakes, fires, named tropical storms (including, but not limited to, hurricanes or hurricane warnings), crevasses, floods, and washouts and Company's inability to secure any required consents, approvals or permits for the Work (collectively 'Force Majeure"), shall not constitute a default under this Contract or give rise to any claim for damage. The Party claiming Force Majeure shall give written notice thereof to the other Party as soon as reasonably practical during or after the occurrence of such Force Majeure, and the Party claiming Force Majeure shall be relieved of its performance under this Contract to the extent prevented by Force Majeure and for so long as Force Majeure continues provided that such Party is making reasonable efforts to overcome, mitigate and remedy the damages, delays and effects of the Force Majeure event and its inability to perform its obligations under this Contract as a result thereof.. When the Affected Party is able to resume performance of its obligations hereunder, the Affected Party shall give the other Party Notice to that effect and shall promptly resume such performance. The Party receiving the notice of Force Majeure may contest the validity of a claim of Force Majeure and be entitled to any remedy available to it at law or equity. 30.2 Notwithstanding anything to the contrary herein contained, no claim of Force Majeure by Contractor shall operate to extend the Electrical Completion Date unless (1) Contractor delivers written notice to Company making a claim for an extension to the Electrical Completion Date on account of such Force Majeure on or before five (5) Business Days after the event giving rise to the Force Majeure and (ii) the Force Majeure affects a "critical path" activity. in the event that Company and Contractor do not agree on the extension, if any, that should be made to the Electrical Completion Date on account of any such Force Majeure, an independent engineer, selected and agreed upon by Contractor and Company, shall make such determination, which determination shall be binding on both Contractor and Company. 30.3 In no instance shall the following be considered events beyond Contractor's reasonable control or constitute a Force Majeure event: (i) strikes or labor disturbances involving the Personnel of Contractor or any of its on -Site Subcontractors, (ii) availability of, or price levels or fluctuations with respect to, any other goods, labor, services, supplies or equipment to be supplied by Contractor or any Subcontractor related to the Work, unless due to one of the causes listed above, (iii) economic hardship, (iv) climatic conditions within twenty-five (25) year minimums and maximums at the Site, or (vi) events lasting fewer than five (5) consecutive Days. 30.4 If Contractor attempts to work an 8 -hour day using essentially the same construction crew that has normally been present during prior weekdays, and if less than four (4) hours of Work could be completed that day by said construction crew due to weather - induced delays, then Contractor shall have incurred a weather day ("Weather Day"). Weather Days will not be granted by the Company when a weather delay affects activities that are not on the critical path. Notwithstanding anything to the contrary herein contained, the Substantial Completion Date assumes five (5) Weather Days, and accordingly, no extensions to the Substantial Completion Date will be considered on account of weather delays until more than five (5) Weather Days have transpired. Within five (5) days of any Weather Day, Contractor shall provide Company with documentation evidencing the impacts that qualify the event as a Weather Day. 30.5 If Contractor's performance hereunder is wholly or partially prevented due to the occurrence of a Force Majeure Event, and such Force Majeure Event causes a delay of the Work Schedule, Contractor shall provide to Company a written description of Contractor's plan to make up Days lost under the Work Schedule due to the occurrence of such Force Majeure Event, including an 16 estimate of the costs of such plan. To the extent that Company desires to pay for the costs of acceleration of the Work or change to the Work Schedule set forth in Contractor's proposal in order to compensate for delays in the Work caused by such Force Majeure Event, Company may authorize a Change Order increasing the Contract Price and adjusting the Work Schedule. Notwithstanding the foregoing, (a) to the extent Contractor is compensated for the effect of a Force Majeure Event by insurance, or (b) to the extent Company would have been so compensated but for Contractor's failure to provide such insurance as required under Article 39, Contractor shall not be entitled to an increase in the Contract Price under this Section 30.5. 30.6 No event of Force Majeure shall affect Contractor's Performance Guarantees. Article 31 System Electrical Completion 31.1 Contractor shall achieve Electrical completion for each Facility system separately. Contractor's Startup Manager, identified in Appendix "J", "Contractor's Key Personnel", shall define the Facility systems in functional groupings ("Systems"). Each System shall be documented in its own three-ring binder ("System Pre -Commissioning Package"). Each System Pre -Commissioning Package shall include drawings and lists, as applicable, showing the System's boundaries, its pre -commissioning requirements, marked One - Line and wiring diagrams, and complete documentation of all tests performed. 31.2 Contractor shall prepare a "Notice of System Electrical Completion" for each System when Contractor determines that the following has occurred: (a) the System has been assembled or constructed in accordance with this Contract; (b) the System meets the specifications for such System set forth in this Contract; (c) Contractor has successfully completed all preparation for commissioning as set forth in Appendix "A" (Scope of Work and Scope of Work Checklist); (d) equipment documentation as set forth in Appendix "I" (Material PSM Documentation) is onsite; (e) (f) the System has been sufficiently documented with respect to its assembly or construction; the System has been approved by Company's Project Manager, identified in Appendix "J" (Company and Contractor Key Personnel), with respect to design, construction, set points, adjustments and Materials. Approval by Company's Inspector shall not be deemed acceptance of the Work in whole or in part; and. (g) the System has been subjected to any required governmental inspections and the System meets the applicable governmental requirements in connection therewith. 31.3 Contractor shall also prepare a draft punch list relating to each System, which Contractor shall provide to Company for review. Contractor and Company shall then review the System and agree upon those items to be included in the punch list relating to such System ("System Punch List"). The System Punch List shall include only Nonessential Work Items. "Nonessential Work Items" shall mean only those Work items that are not necessary for: (1) the safe, efficient and reliable operation of the System or the Facility, (ii) the protection of the electrical, electrical and structural integrity of the System or Facility, or (iii) compliance with Laws. 31.4 Contractor shall incorporate the Notice of System Electrical Completion and System Punch List into the applicable System Pre - Commissioning Package and deliver it to Company. Within ten (10) Business Days after receipt of a System Pre -Commissioning Package, Company shall either accept or reject the System as Electrically complete. 31.5 If Company accepts a System as Electrically complete, Company shall sign a "Certificate of System Electrical Completion" and deliver it to Contractor. "System Electrical Completion" for a System shall be deemed to have occurred on the date that Company signs the Certificate of System Electrical Completion for such System. Acceptance of System Electrical Completion by Company shall not relieve Contractor of its warranties, guarantees or other obligations under this Contract. 31.6 If Company rejects the System as Electrically complete, Company shall give written notice to Contractor stating the basis for such rejection and the Work that must be performed in order for the System to become electrically complete. Company shall also return the System Pre -Commissioning Package to Contractor. Upon receipt of such written rejection and the System Pre -Commissioning Package, Contractor shall perform the Work so described. Thereafter, when Contractor believes the System to be electrically complete, Contractor shall recommence the process described in Articles 31.2 through 31.5 and shall perform such process until Company has accepted the System as Electrically complete. Article 32 Electrical Completion 32.1 Contractor shall prepare a "Notice of Electrical Completion" after Contractor has received signed Certificates of System Electrical Completion for all Systems of the Facility and after Contractor determines that: (a) all operations and maintenance manuals for the Facility, as provided in Appendix "A", "Scope of Work", are complete and have been submitted to Company; and (b) Contractor's training of Company's operating personnel, as provided in Appendix "A", "Scope of Work", is complete; and I7 (c) all redlined as -built drawings and documentation required by Appendix A — Scope of Work Checklist Section 1.1 are complete, onsite, and have been submitted to Company, and (d) all PSM files, loop -check documents, functional check and inspection documents, PSSRs, and all other documentation described in Appendix "I" (Material PSM Documentation) are complete, on-site, and have been submitted to Company. 32.2 Contractor shall also prepare a draft punch list relating to the Facility, which draft punch list shall be a consolidation of any remaining Nonessential Work Items from the various System Punch Lists plus any other Nonessential Work Items subsequently discovered. Contractor shall provide this draft punch list to Company for review at least ten (10) Business Days prior Notice of Electrical Completion. Upon its receipt of such list, Company shall review the same and notify Contractor within ten (10) Business Days of any proposed revisions thereto. Company's Authorized Representative and Contractor's Authorized Representative shall then meet and consult in good faith to agree upon the definitive, final list and plan, including the approved time limits within which Contractor shall perform such remaining Work and the resources to be utilized to complete such Work (such final list, as agreed to by Company, the "First Facility Punch -List"). Once the Punch -List is agreed upon, Contractor shall promptly begin working on the items thereon; however, that if Contractor has not completed such Work within the approved time limits, then Company or its designee may have such items completed for the account of Contractor, and Contractor shall promptly reimburse such amounts to Company. The taking of such actions by Company shall not relieve Contractor of its obligations under this Contract and Applicable Law. The First Facility Punch List shall include only Nonessential Work Items listing as set forth: i. all those certain minor, non -safety and non -operational items, items that do not impact the availability or performance levels of the Facility or compliance with Permits, that remain to be performed to complete the Work; and ii. the proposed time limits within which Contractor shall complete such remaining Work; and iii. Contractor's plan to complete such Work. 32.3 Contractor shall deliver the Notice of Electrical Completion and First Facility Punch List to Company. Within five (5) Business Days after receipt of the Notice of Electrical Completion and First Facility Punch List, Company shall either accept or reject the Facility as Electrically complete. 32.4 If Company accepts the Facility as Electrically Complete, Company shall sign a "Certificate of Electrical Completion" and deliver it to Contractor. "Electrical Completion" shall be deemed to have occurred on the date that Company signs the Certificate of Electrical Completion. Acceptance of Electrical Completion by Company shall not relieve Contractor of its warranties, guarantees or other obligations under this Contract. 32.5 If Company rejects the Facility as not having reached Electrical Completion, Company shall give written notice to Contractor stating the basis for such rejection and the Work that must be performed in order to achieve Electrical Completion for the Facility. Upon receipt of such written rejection, Contractor shall perform the Work so described. Thereafter, when Contractor believes the Facility to have reached Electrical Completion, Contractor shall recommence the process described in Articles 32.1 through 32.4 and shall perform such process until Company has accepted the Facility as electrically complete. Article 33 Substantial Completion 33.1 Within twenty (20) Business Days after Electrical Completion, the Parties shall work together to initiate the Facility start up activities (Start Up Activities) pursuant to the delegated Start up Activities described in Appendix "A", "Scope of Work" and "Scope of Work Checklist". In the event that a required Start Up Activity is not delegated, Contractor shall be responsible for the Start Up Activities inherent to the scope of Work or necessary to the start up of the Facility unless otherwise agreed to, in writing, by Company. 33.2 After Contractor has received the signed Certificate of Electrical Completion and there has been at least twenty-four (24) consecutive hours of uninterrupted operation of the Facility, Contractor shall prepare a "Notice of Substantial Completion" when Contractor determines that it has achieved a gross throughput of at least ninety-five percent (95%) of design as specified in Appendix "A", "Design Basis". 33.3 Contractor shall also prepare an updated draft punch list, which shall include only any remaining Nonessential Work Items from the First Facility Punch List plus any other Nonessential Work Items subsequently discovered. Contractor shall provide this updated draft punch list to Company for review at least two (2) days prior to Notice of Substantial Completion. Upon its receipt of such list, Company shall review the same and notify Contractor within two (2) Business Days of any proposed revisions thereto. Company's Authorized Representative and Contractor's Authorized Representative shall then meet and consult in good faith to agree upon the definitive, final list and plan, including the approved time limits within which Contractor shall perform such remaining Work and the resources to be utilized to complete such Work (such final list, as agreed to by Company, the "Second Facility Punch -List"). Once the Punch -List is agreed upon, Contractor shall promptly begin working on the items thereon; however, if Contractor has not completed such Work within the approved time limits, then Company or its designee may have such items completed for the account of Contractor, and Contractor shall promptly reimburse such amounts to Company. The taking of such actions by Company shall not relieve Contractor of its obligations under this Contract and Applicable Law. The Second Facility Punch List shall include only Nonessential Work Items as noted in Article 32.2. 33.4 Contractor shall deliver the Notice of Substantial Completion and Second Facility Punch List to Company. Within two (2) Business Days after receipt of the Notice of Substantial Completion and Second Facility Punch List, Company shall either accept or reject the Facility as substantially complete. The inclusion of a properly prepared Second Facility Punch List shall not be a basis for rejecting 18 the Facility as substantially complete. Acceptance of the Facility as substantially complete by Company shall not relieve Contractor of its warranties, guarantees or other obligations under this Contract. 33.5 If Company accepts the Facility as substantially complete, Company shall sign a "Certificate of Substantial Completion" and deliver it to Contractor. "Substantial Completion" shall be deemed to have occurred on the date that Company signs the Certificate of Substantial Completion. Acceptance of Substantial Completion by Company shall not relieve Contractor of its warranties, guarantees or other obligations under this Contract. 33.6 If Company rejects the Facility as substantially complete, Company shall give written notice to Contractor stating the basis for such rejection and the Work that must be performed in order for the Facility to become substantially complete. Upon receipt of such written rejection, Contractor shall perform the Work so described. Thereafter, when Contractor believes the Facility to be substantially complete, Contractor shall recommence the process described in Articles 33.1 through 33.5 and shall perform such process until Company has accepted the Facility as substantially complete. Article 34 Testing Contractor shall be responsible for all tests and documentation of all results in accordance with Appendix A requirements. Contractor will be solely responsible for any costs incurred to ensure the facility and equipment meet the Contract requirements. Article 35 Final Completion 35.1 Contractor shall prepare a "Notice of Final Completion" after Contractor has received the signed Certificate of Substantial Completion and after Final Completion has been achieved. "Final Completion" means that: (a) The Performance Test results meet the Performance Guarantees andlor Contractor has paid the appropriate Under Performance Damages; (b) Contractor has completed all Work including all items on the Second Facility Punch List; (c) Contractor has demobilized and removed all of its, or any subcontractors, construction equipment and materials, waste materials, rubbish, and temporary facilities from the Site and organized any surplus materials in accordance with this Contract; (d) Contractor has delivered to Company all documentation required under this Contract; (e) Contractor has delivered to Company all certificates and Permits required under this Contract, and such Permits are in full force and effect; (f) Contractor has delivered to Company an executed acknowledgement of payment and waiver of lien, using the form found in Appendix "T", from each Subcontractor whose invoices relating to the Work exceed $10,000; (g) (h) (i) Contractor has performed all other outstanding obligations under This Contract; Contractor has delivered to Company all special tools and spare parts purchased by Contractor for facility operation and maintenance; Contractor either has not received Notice that it is in breach of any Warranty, or Contractor is diligently curing the Defective Work subject to Warranty; 35.2 Within twenty (20) Business Days after receipt of the Notice of Final Completion by Company, Company shall, in writing, either accept or reject the Facility as finally complete. 35.3 If Company accepts the Facility as finally complete, Company shall sign a "Certificate of Final Completion" and deliver it to Contractor. Final Completion shall be deemed to have occurred on the date that Company signs the Certificate of Final Completion. Acceptance of Final Completion by Company shall not relieve Contractor of its warranties, guarantees or other obligations under this Contract. 35.4 If Company rejects the Facility as not being finally complete, Company shall give written notice to Contractor stating the basis for such rejection and the Work that must be performed and/or Under Performance Damages that must be paid in order for the Facility to become finally complete. Upon receipt of such written rejection, Contractor shall perform such Work and/or pay such Under Performance Damages. Thereafter, when Contractor believes the Facility to be finally complete, Contractor shall recommence the process described in Article 35.1 through 35.3 and shall perform such process until Company has accepted the Facility as finally complete. Article 36 Warranties 36.1 Contractor warrants that (1) the Work will be performed in a good and workmanlike manner, meeting the highest standard of care and diligence, in accordance with good engineering and construction practices and in compliance with all applicable Laws and (ii) the Facility will be of good quality and free from defects in design, materials and workmanship. 19 36.2 Contractor warrants that the Work shall conform to the requirements set forth in this Contract, including but not limited to Appendix "A", "Scope of Work", Appendix "K", 'Company's Drawings" whether performed by Contractor or its subcontractor, and Appendix "L", "Company's Specifications" and/or as may be modified by any Authorized Change Orders. 36.3 Contractor warrants that all Contractor Materials and Equipment shall: (a) conform to Contractor's affirmations and representations; (b) conform to descriptions, samples and models furnished by Contractor or specified by Company; (c) be new, unless refurbished Materials are specifically pre -approved by Company in writing, in which case, such refurbished Materials shall be as good as, the functional equivalent of, and with a usable life equivalent to new Materials; (d) be of good quality and free from defects in design, materials and workmanship; (e) comply with all applicable Laws; and (1) be fit for their intended purpose. 36.4 Contractor warrants that all warranties covering third Party manufacturer and supplier Materials shall be equivalent to the warranty provided by Contractor in Article 36.3. 36.5 Any Work not conforming to the warranties set forth in Articles 36.1 through 36.4 shall be considered "Defective Work". 36.6 If Company discovers any Defective Work within twelve (12) months following Substantial Completion, Company shall be entitled to have such Defective Work remedied, repaired or replaced by Contractor, at Contractor's sole cost and expense, or shall have the right to remedy, repair or replace, or have remedied, repaired or replaced, such Defective Work at Contractor's sole cost and expense in accordance with Article 20. Any remedy, repair or replacement performed pursuant to any of the above warranties shall carry an additional twelve (12) month warranty from the date that such remedy, repair or replacement is completed. Company must give Contractor written notice of any Defective Work either within the applicable warranty period or within thirty (30) calendar days thereafter, provided Company discovered such Defective Work within the Warranty period. Contractor warrants that any third Party vendor shall be responsible for all incidental costs incurred by Company that are associated with remedying, repairing or replacing Defective Work including, but not limited to, Company's internal costs for removal and reinstallation of the same based upon reasonable industry rates for engineering construction services, packaging, shipping and handling. This provision shall not alter, amend, or change any other legal rights or remedies available to Company. 36.7 Contractor shall also procure for the benefit of Company all available warranties of Subcontractors relating to the Work. Contractor shall, if requested by Company, assist Company in the enforcement of any such warranties. 36.8 If there are multiple failures of any component during the Warranty Period (either original or as may be extended as a result of failures during the original Warranty Period), Contractor shall perform a root cause investigation of such failures and, if such investigation reveals a root cause, make such repairs, replacements or adjustments necessary to correct such root cause. Article 37 Indemnification 37.1 CONTRACTOR SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS COMPANY, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, CONSULTANTS, AND AGENTS (COLLECTIVELY "COMPANY GROUP") FROM AND AGAINST ANY CLAIMS ASSERTED AGAINST OR INCURRED BY COMPANY GROUP IN ANY CLAIM, ACTION OR PROCEEDING BETWEEN COMPANY GROUP AND CONTRACTOR OR BETWEEN COMPANY GROUP AND ANY THIRD PARTY ARISING DIRECTLY OR INDIRECTLY FROM OR RELATED IN ANY WAY TO THE WORK OR FROM ANY ACT OR OMISSION OF CONTRACTOR OR ITS SUBCONTRACTORS OR THEIR RESPECTIVE EMPLOYEES OR AGENTS, INCLUDING INJURY TO OR DEATH OF PERSONS (INCLUDING BUT NOT LIMITED TO EMPLOYEES, REPRESENTATIVES AND AGENTS OF COMPANY GROUP, CONTRACTOR AND CONTRACTOR'S SUBCONTRACTORS) OR DAMAGE TO OR LOSS OF PROPERTY (INCLUDING BUT NOT LIMITED TO PROPERTY OF COMPANY GROUP, CONTRACTOR AND CONTRACTOR'S SUBCONTRACTORS), REGARDLESS OF WHETHER COMPANY GROUP WAS CONCURRENTLY OR JOINTLY NEGLIGENT, TO THE EXTENT ALLOWED BY APPLICABLE LAW. THIS INDEMNITY AND HOLD HARMLESS PROVISION DOES NOT APPLY WHERE COMPANY GROUP IS FOUND TO HAVE BEEN SOLELY NEGLIGENT. IF ANY FORM OF LEGAL PROCESS ARISES AND CONTRACTOR HAS AGREED TO PROVIDE INDEMNIFICATION, CONTRACTOR SHALL ASSUME THE SOLE DEFENSE UNLESS COMPANY GROUP HAS NOTIFIED CONTRACTOR IN WRITING THAT IT WILL ASSUME ITS OWN DEFENSE. CONTRACTOR SHALL BE RESPONSIBLE FOR PAYING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEY'S FEES AND EXPENSES, JUDGMENTS, SETTLEMENTS, AND ALL OTHER EXPENSES AND COSTS INCIDENTAL TO THE DEFENSE OR SATISFACTION OF ANY LEGAL PROCESS CONTEMPLATED HEREIN, WHETHER INCURRED BY CONTRACTOR, COMPANY GROUP OR ANY COMBINATION THEREOF. PARTICIPATION BY COMPANY GROUP IN THE DEFENSE OF ANY LEGAL PROCESS SHALL NOT CONSTITUTE WAIVER OF CONTRACTOR'S OBLIGATIONS HEREUNDER. CONTRACTOR SHALL KEEP COMPANY GROUP FULLY INFORMED OF ALL DEVELOPMENTS SURROUNDING ANY LEGAL PROCESS. CONTRACTOR SHALL IMMEDIATELY NOTIFY COMPANY IN THE EVENT OF AN ACCIDENT ARISING OUT OF WORK AND SHALL COMPLY WITH COMPANY'S INSTRUCTIONS RELATING TO ANY INVESTIGATION OF SUCH ACCIDENT. 37.2 CONTRACTOR SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS COMPANY GROUP FROM AND AGAINST ANY AND ALL CLAIMS ASSERTED AGAINST ANY OF THE COMPANY GROUP FOR PAYMENT OF ANY TAXES, PENALTIES OR FINES WHICH ARE THE RESULT, IN WHOLE OR IN PART, OF CONTRACTOR'S FAILURE TO COMPLY WITH ITS OBLIGATIONS HEREIN. 37.3 CONTRACTOR SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS COMPANY GROUP FROM AND AGAINST ANY AND ALL CLAIMS THAT ARISE IN CONNECTION WITH CONTRACTORS DEVELOPMENT, IMPLEMENTATION OR ADMINISTRATION OF, OR FAILURE TO DEVELOP, IMPLEMENT OR ADMINISTER, DRUG AND ALCOHOL PLANS OR EMPLOYEE QUALIFICATION REQUIREMENTS IN COMPLIANCE WITH APPLICABLE LAWS. 37.4 CONTRACTOR SHALL RELEASE DEFEND, INDEMNIFY AND HOLD HARMLESS COMPANY GROUP FROM AND AGAINST (i) ANY AND ALL CLAIMS ARISING FROM INJURY TO OR DEATH OF ANY PERSON OR FROM DAMAGE TO OR LOSS OF ANY PROPERTY THAT ARISES OUT OF OR IS RELATED IN ANY WAY TO CONTRACTORS USE, CARE OR CUSTODY OF 20 HAZARDOUS MATERIALS OR CONTRACTOR'S NEGLIGENT OR WILLFUL ACT WHICH GIVES RISE TO A CLAIM REGARDING OR INVOLVING HAZARDOUS MATERIALS, (11) ANY AND ALL CLAIMS ARISING FROM ALLEGED OR ACTUAL POLLUTION, CONTAMINATION, CLEANUP, REMEDIATION, RESPONSE ACTIVITY, OTHER HAZARDOUS MATERIALS MANAGEMENT ACTIVITY OR OTHER DAMAGE (ENVIRONMENTAL OR OTHERWISE) THAT ARISES OUT OF OR IS RELATED IN ANY WAY TO HAZARDOUS MATERIALS AND (iii) ANY AND ALL CLAIMS THAT ARE ASSESSED OR BROUGHT AGAINST ANY OF THE COMPANY GROUP WHICH ARE THE RESULT (DIRECT OR OTHERWISE) OF CONTRACTOR'S FAILURE TO COMPLY WITH ITS OBLIGATIONS HEREIN. 37.5 CONTRACTOR SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS COMPANY GROUP FROM AND AGAINST ANY AND ALL CLAIMS ASSERTED AGAINST ANY OF THE COMPANY GROUP RELATING TO THE WORK AND WHICH CLAIMS ARE BASED ON ALLEGED INFRINGEMENT OF ANY PATENT OR COPYRIGHT OR MISUSE OF ANY TRADE SECRET. COMPANY SHALL FULLY COOPERATE WITH CONTRACTOR AND GIVE CONTRACTOR, AT CONTRACTORS SOLE COST AND EXPENSE, ALL NECESSARY INFORMATION AND ASSISTANCE TO ENABLE CONTRACTOR TO DEFEND AGAINST SUCH CLAIMS. Article 38 Title and Risk of Loss 38.1 Title to Contractor Materials shall pass from Contractor to Company free of all liens, security interests and other claims upon incorporation into the Facility; provided, however, risk of loss with respect to Contractor Materials shall not pass from Contractor to Company until Substantial Completion. Contractor shall defend the title of Company to the Contractor Materials against all liens, security interests and claims by or from third parties. 38.2 Title to Company Materials shall at all times remain with Company; provided however, risk of loss with respect to Company Materials shall pass from Company to Contractor upon their receipt by Contractor pursuant to Article 10.1 and shall remain with Contractor until passed back to Company upon Substantial Completion. 38.3 Risk of loss of all Equipment owned, leased or borrowed by Contractor or Subcontractors shall at all times remain with Contractor. If Contractor maintains insurance covering loss or damage to Contractor's or Subcontractors' property (not intended to become part of the Permanent Work ), Contractor agrees to waive and will require its insurers to waive any rights of subrogation or recovery they may have against Company, its parent, subsidiary or affiliated companies Article 39 Insurance 39.1 Contractor shall obtain and maintain throughout its performance of the Work the insurance coverage set forth in Appendix "S", "Contractor's Insurance Requirements" with insurance companies acceptable to Company. Contractor shall furnish Company with satisfactory evidence of such insurance coverage prior to commencing the Work. If Law limits waiver of the right of subrogation or prohibits naming Company as an additional insured, Appendix "S", "Contractor's Insurance Requirements" shall be deemed amended to the extent necessary to comply with Law and to provide the waiver of subrogation or designation of Company as an additional insured to the maximum extent permitted by Law. 39.2 Contractor shall cause information concerning any reduction, change or cancellation of coverage to be promptly furnished to Company in accordance with the provisions of Appendix "S", "Contractor's Insurance Requirements". If Contractor fails to purchase and maintain any insurance required under this Section, and such failure is not remedied within ten (10) Days after Notice thereof from Company, then Company may, but shalt not be obligated to, purchase such insurance on behalf of Contractor, in which case (1) Contractor shall promptly reimburse Company for the costs thereof upon demand, or (ii) Company may withhold such costs from Contractor's payments hereunder. The taking of such action by Company shall not relieve Contractor of its obligations under this Contract and Applicable Laws. In addition, the foregoing provisions requiring Contractor to carry insurance shall not be construed in any manner as waiving, restricting or limiting the liability of Contractor as to any obligations imposed under this Contract, whether or not same are, or should be, covered by insurance. 39.3 Company shall provide Builder's Risk Insurance covering physical loss or damage to all property, material and equipment intended to become a permanent part of the Work (a) during construction, (b)while in transit, (c) during loading and unloading, (d) while at another location for fabrication or temporary storage, (e) during installation or erection, and (f) during testing, commissioning and, ending upon the earlier of the formal acceptance by the Company or the placing into commercial service for its intended purpose for the insurable replacement cost value of the Work when completed. Company will be the Named Insured and Contractor and it's Subcontractors shall be included as Additional Insured to the extent of their respective interests. Responsibility for deductibles under Builder Risk Insurance shall follow the Risk of Loss provisions in Article 38. Article 40 Notices All notices required by this Contract must be in writing and, except as otherwise expressly provided in this Contract, must be delivered to one of the appropriate addresses below in order to be effective by either (i) hand delivery; (ii) overnight delivery service; (iii) registered or certified or mail; (iv) facsimile transmission also sent by overnight delivery services. Notice shall be effective upon receipt or refusal to accept delivery. Unless changed by either Party through prior written notice to the other Party in compliance with this Article 40, the respective addresses for notice hereunder are as follows: 21 COMPANY'S ADDRESSES UNITED STATES MAIL: Williams Field Services Company, LLC 1050 1714 Street Suite 1800 Denver, CO 80265 Attn: Blaine Pritchett With copies to: UNITED STATES MAIL: Williams Field Services Company, LLC One Williams Center PO Box 645 Tulsa, OK 74172-645 Attn: Geoff Wilkinson and Attn. Asst. General Counsel CONTRACTOR'S ADDRESSES UNITED STATES MAIL: Interstate Electrical Contractors,lnc 12421 W 49th Ave. Unit 8 Wheat Ridge CO 80033-1922 Attn:James A Cillessen Article 41 OVERNIGHT DELIVERY: Williams Field Services Company, LLC 1050 17th Street Suite 1800 Denver, CO 80265 Attn: Blaine Pritchett OVERNIGHT DELIVERY: Williams Field Services Company, LLC One Williams Center Tulsa, OK 74172 Attn: Geoff Wilkinson and Attn. Asst, General Counsel OVERNIGHT DELIVERY: Interstate Electrical Contractors, Inc 12421 W 49;4 Avenue Unit 8 Wheat Ridge, CO 80033-1922 (303)420-6400 Attn:James A Cillessen Record Retention and Audit FACSIMILE: Blaine Pritchett 303-405-8135 Attn: FACSIMILE: Geoff Wilkinson 918-573-1598 AGC 918-573-4503 FACSIMILE: James A Cillessen (303)424-2903 Attn: 41.1 Contractor shall retain all books and records relating to this Contract for a period of not less than three (3) years after Final Completion, 41.2 Upon reasonable written notice and for three (3) years following Final Completion, Company may audit and copy, or have audited and copied, the books and records of Contractor which relate to this Contract. 41.3 Contractor shall provide Company's auditors with access to all personnel, property, books and records necessary to effectuate the permitted audits. Contractor shall include identical record retention and audit provisions in each of its subcontracts and, upon request of Company, shall secure equivalent information from Subcontractors. Article 42 Independent Contractor 42.1 Contractor is, and shall remain, an independent contractor with authority to select the means, methods and manner of performing the Work consistent with this Contract. Nothing in this Contract shall be interpreted to create an employer-employee, master - servant or principal -agent relationship between Company and Contractor. Notwithstanding Contractor's independence, performance of the Work shall remain subject to the continuing monitoring of Company as set forth in Article 19. 42.2 Contractor warrants that it is in full compliance with the immigration Reform and Control Act of 1986, as amended from time to time, and will only utilize personnel whose employment eligibility has been verified in accordance and full compliance with all Laws. Article 43 Assignment and Subcontractors 43.1 Contractor shall not assign this Contract or any portion hereof or any compensation that may become payable hereunder without first receiving the written consent of Company which may be withheld by Company in its sole discretion and for any reason. 43.2 Contractor shall not subcontract the performance of the Work or any portion thereof without first receiving the written consent of Company, which shall not be unreasonably withheld. 43.3 Company shall have the right to assign this Contract and/or the rights hereunder to an affiliate of Company or its lenders without the consent of Contractor. Contractor agrees to execute and deliver to Company's lenders an agreement regarding such assignment in a form and substance reasonably satisfactory to Company's lenders. 22 Article 44 Limitation on Damages EXCEPT FOR (1) LIQUIDATED DAMAGES EXPRESSLY PROVIDED HEREIN INCLUDING, WITHOUT LIMITATION DELAY DAMAGES AND UNDER PERFORMANCE DAMAGES; (2) THE OBLIGATIONS ASSUMED IN ARTICLE 37 AND (3) DAMAGES ARISING OUT OF THE FRAUDULENT OR INTENTIONALLY TORTIOUS ACT OF A PARTY, NEITHER PARTY SHALL BE RESPONSIBLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF USE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF PROFIT OR REVENUE, WHETHER OR NOT FORESEEABLE, SUFFERED BY SUCH OTHER PARTY AS A RESULT OF ITS PERFORMANCE OR NON-PERFORMANCE OF ITS OBLIGATIONS UNDER THIS CONTRACT OR OTHERWISE ARISING FROM THIS CONTRACT. Article 45 Taxes and Fees 45.1 Contractor and, as applicable, its Subcontractors, shall be responsible for the administration and payment to the proper authorities of all taxes and contributions required by all federal, state and local laws in effect or becoming effective during progress of the Work, based upon (1) the wages and salaries paid to Contractor's employees for services rendered under this Contract, (ii) the gross profits earned by Contractor, and (iii) items consumed during construction which do not become a part of the Facility, such as, but not limited to, gasoline excise tax for field vehicles and sales tax on field office supplies. 45.2 Contractor shall be responsible for all other taxes and fees of any nature arising out of or related to the Work, including but not limited to state and local sales and use taxes, ad valorem taxes, and local building permit fees or any other fee of a similar nature. In the event that Contractor is assessed a tax or fee which is Company's responsibility and/or interest and penalties on such, Company shall reimburse Contractor for such assessment, including interest and penalties, except to the extent of interest and penalties incurred because of the fault, delay or negligence of Contractor. 45.3 Company hereby advises Contractor that Company may qualify for certain tax exemptions, including exemptions for labor arising out of new construction. Contractor shall be responsible to designate qualifying invoices to reflect any applicable tax exemptions for labor. Company may give notice to Contractor of additional tax exemptions to which it is entitled, and after such notice, Contractor shall remove from its invoices taxes applied to items which qualify for Company's tax exemption. 45.4 Contractor shall separate the price for Labor and Materials in its invoicing. 45.5 After the Substantial Completion Date, and within thirty (30) Days of a request therefore, Contractor shall provide Company with any information regarding quantities, descriptions, and costs of property installed at the Site that Company shall deem necessary in connection with the preparation of its Tax returns. 45.6 If any Tax imposed by the State of Colorado which is charged to Company under this Contract and paid by Company to Contractor is at any time refunded, reimbursed or otherwise credited to Contractor by the Colorado State Department of Revenue, Contractor shall forthwith upon receipt of such refund or reimbursement, or upon receiving value for credit, pay a sum to Company equal to the amount of such refund, reimbursement or credit.' Article 46 Confidentiality 46.1 In the course of the Work, Contractor may become aware of valuable trade secrets, proprietary data and other information with respect to Company's business (collectively the "Confidential Information"). The Parties agree that the Confidential Information includes but is not limited to: agreements of Company with third parties, inventions, models, processes, patents, copyrights, and improvements thereon, as well as similar information relating to the parent, subsidiaries and affiliates of Company. 46.2 Contractor, during the term of this Contract or at any time thereafter, will not, without the express written consent of Company, directly or indirectly communicate or divulge to, or use for its own benefit or for the benefit of any other person, firm, association or corporation, any of the Confidential Information communicated to or otherwise learned by or disclosed to Contractor except that Contractor may disclose such matters to the extent that disclosure is required (i) in the course of the Work (ii) to enable Contractor's personnel to render services hereunder, or (iii) by a court or other governmental agency of competent jurisdiction. So long as the Confidential Information does not become publicly available through legitimate means, Contractor will not use the Confidential Information in any way or in any capacity other than in the performance of this Contract. Article 47 Work for Hire 47.1 Contractor acknowledges that any and all inventions, discoveries, improvements, or creations which Contractor may conceive or make in the performance of this Contract, whether individually or jointly with others, shall be considered "works for hire" and shall be the sole and exclusive property of Company. Contractor agrees to execute any and all documents which may be deemed necessary by Company in its sole discretion to evidence such ownership, and further agrees to cooperate fully for Company's filing and/or prosecution of any patent applications related to such inventions, discoveries, improvements or creations. Contractor further agrees to make prompt written disclosure to Company of each such invention, discovery, improvement, or creation not otherwise clearly disclosed to Company, specifically pointing out features or concepts that Contractor believes to be new or different. Contractor agrees that all copyrightable works created in connection with the performance of this Contract shall be considered "works for hire" and shall be the sole and exclusive property of Company. 47.2 To the extent that such works are not deemed to be "works for hire", Contractor hereby assigns all such inventions, discoveries, improvements or creations, including, without limitation, copyrights to Company, without further effort or compensation. 23 Article 48 Dispute Resolution 48.1 Except as otherwise set forth herein, the Parties shall attempt to resolve any and all disputes related to the Work or this Contract as follows prior to any disputing Party filing any litigation: (a) With respect to disputes under this Contract for which resolution procedures are not contained in other provisions hereof (a "Dispute"), either Party wishing to initiate dispute resolution with respect to such a Dispute shall give written notice of the Dispute to the other Party (a "Dispute Notice"). The Dispute Notice will include (1) a statement of that Party's position and a summary of arguments supporting that position, and (ii) the name and title of the executive who will represent that Party, and of any other person who will accompany the executive, in the negotiations under Article 48.1(b) below. (b) If one Party has given a Dispute Notice under Section 48.1(a) above, the Parties shall attempt in good faith to resolve the Dispute within forty-five (45) days of the Dispute Notice by negotiation between executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for administration of this Contract or the matter in Dispute. (c) Within fifteen (15) days after delivery of the Dispute Notice, the receiving Party shall submit to the other a written response. The response shall include (i) a statement of that Party's position and a summary of arguments supporting that position, and (ii) the name and title of the executive who will represent that Party and of any other person who will accompany the executive. (d) Within forty-five (45) days after delivery of the Dispute Notice, the executives of both Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonable deem necessary, to attempt to resolve the Dispute. (e) if the Dispute is not resolved by negotiation within forty-five (45) days of the Dispute Notice or if either Party shall refuse or fail to participate in such negotiation, either Party may initiate the mediation procedure of this Section 48.1(e) by giving written notice to the other Party (a "Mediation Notice"). The Parties will endeavor to settle the Dispute by mediation within ninety (90) days of the Mediation Notice under the then current Center for Public Resource ("CPR") Model Mediation Procedure for Business Disputes. If the Parties have not agreed upon a mediator within seven (7) days after the Mediation Notice, either Party may request CPR's assistance in the selection of a mediator under its guidelines. The mediator will establish rules for an expedited procedure for the sharing of relevant information. The process for sharing information will not, unless the Parties agree otherwise, exceed thirty (30) days. The mediation will take place in Tulsa, Oklahoma, unless otherwise agreed between the Parties. 48.2 All applicable statutes of limitation and defenses based upon the passage of time shall be suspended while the procedures specified in this Article 48 are pending. The Parties will take any action required to effectuate that suspension. 48.3 Notwithstanding anything to the contrary herein contained, the pendency of any Dispute shall not operate to extend the Electrical Completion Date. 48.4 Nothing in this Article 48 shall prevent either Party from filing any action in equity to (a) specifically enforce the process described in this Article 48, or (b) to specifically enforce any provision of the Contract where such enforcement is necessary for the immediate protection of life, property, or the public. 48.5 Each party shall be responsible for its own costs in proceeding through this alternative dispute resolution process, including up through and including mediation, except that the Parties shall share equally the costs and fees of any mediator hired in accordance with Section 48.1(e), above. Article 49 Miscellaneous 49.1 Contractor shall give due consideration to the interest of the community surrounding the Site in order to maintain Company's good will in the area and all others in the areas of Work described herein. 49.2 Contractor shall obtain prior written approval from Company before making any contact with or supplying information to public agencies, utility companies, landowners, equipment suppliers, process licensors, or other third parties. Contractor also shall obtain Company's approval prior to releasing any public announcements pertaining to this Contract or the Work. 49.3 Contractor shall not pay any commissions, fees, or rebates to any employee or leased workers of Company nor favor any employee or leased worker of Company with gifts or entertainment of significant cost or value. If Company has reasonable cause to believe that Contractor or its Subcontractors have breached this provision, Company, or its representative, may audit the records of Contractor, for the sole purpose of establishing compliance with such requirements. 49.4 This Contract may not be amended except in a document signed by both Parties. 49.5 A waiver by either Party of any one or more defaults by the other Party must be in writing and shall not constitute a waiver of any future defaults, whether of a like or different character. A waiver by either Party of any one or more obligations in this Contract must be in writing and shall not constitute a waiver of any other obligation in this Contract. 49.6 This Contract shall be binding upon and inure to the sole benefit of the Parties and their respective successors and permitted assigns. No person or entity besides the Parties and their respective successors and permitted assigns shall be entitled to enforce any provision of this Contract. 24 49.7 THIS CONTRACT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, WITHOUT REGARD TO CHOICE OF LAW PRINCIPLES THEREOF. IN ADDITION, THE UNIFORM COMMERCIAL CODE AS ADOPTED BY THE STATE OF COLORADO SHALL APPLY TO THE PURCHASE OF ALL CONTRACTOR MATERIALS REQUIRED UNDER THIS CONTRACT. 49.8 If either Party should institute any suit or arbitration to enforce any right or obligation arising under this Contract, jurisdiction and venue shall exclusively lie within Tulsa County District Court or the United States District Court for the Northern District of Oklahoma, State of Oklahoma except however, Company, at its sole option, may file suit or arbitration proceedings in any other court having proper jurisdiction and venue. The prevailing Party in any such suit shall be entitled to recover its reasonable attorney's fees, court costs, collection costs and other expenses of litigation or arbitration from the non-prevai[ing Party. 49.9 All indemnities, insurance, warranties and obligations shall extend the expiration or termination of this Contract as required for their full observance and performance. 49.10 After both Parties have signed two (2) originals of this Contract, Company shall provide Contractor one (1) original of this Contract with all Appendices. IN WITNESS WHEREOF, the Parties hereto have signed this Contract on the above stated date. CONTRACTOR Interstate Electrical ontractors, Inc. By: t d i Name: t -i , '. C-rLi-r 63c:!. Title: 46"-5t p — N r Date: .,4i)( 05 0 ZC)fL 25 COMPANY Williams Fi By: Name: Title: Date: es Co any, LLC S