Xcel Energy



Construction Services Agreement - No DP Northern States Power Company, a Wisconsin corporation, d/b/a Xcel Energy??????-111760-18161000 Construction Services?? Agreement????Issued To:________?? ????Project Name:Resiliency as a Service - WisconsinAgreement Number: 85679?? ????Effective Date: December 11, 2020?????? This Construction Services?? Agreement (this or the "Agreement") is made this day 11?? of December??, 2020?? ("Effective Date") by and between Northern States Power Company, a Minnesota corporation, d/b/a Xcel Energy, Northern States Power Company, a Wisconsin Corporation, d/b/a Xcel Energy, Public Service Company of Colorado, a Colorado Corporation, d/b/a Xcel Energy, Southwestern Public Service Company, a New Mexico Corporation, d/b/a Xcel Energy ? (whether one or more, each is referred to as "Company" herein) and ________?? ("Contractor??") whose address is ________??, ________??, ________??. Contractor?? is a corporation of the State of?? ________??.?????????????????????????? "Party" or "Parties" refers to Company and/or Contractor??, either individually or collectively, depending on the context in which the terms are used.??????????????????????????????NOTICES All notices required or authorized to be given hereunder by Contractor?? shall be in writing and shall be by certified mail, return receipt, addressed as follows:????To Company:[INSERT OPERATING COMPANY], d/b/a Xcel Energy??c/o Xcel Energy Services Inc.414 Nicollet Mall, 8th floorMinneapolis, MN 55401????Company Representative: Director of Sourcing and PurchasingWith a copy to:[INSERT CC].??Supply Chain Representative: Robert Hendricks??General Offices (GO)414 Nicollet MallMinneapolis, MN 55401??Category Manager??, Sourcing Services????????????To Contractor??:________??________??________?? ________????????????????????????All notices which Company is either required or authorized to give under the terms of this Agreement shall be deemed to have been sufficiently given to Contractor?? if sent by overnight or international courier service when confirmation of receipt by the recipient is confirmed by such service or by certified mail, addressed to Contractor??'s address on this Agreement unless specified elsewhere. Nothing contained in the foregoing shall be construed to restrict the transmission of routine communications between representatives of Contractor?? and Company.????????????pany has caused to be prepared specifications and related documents for RaaS??, as more fully defined in the Contract Documents and hereinafter referred to as the "Work," and has solicited proposals with respect to such Work; ????B.Contractor?? has submitted to Company in the manner specified, a proposal for providing the Work and has from time to time supplemented such proposal; ????C.The Parties, following discussion, have agreed upon the definitive terms, conditions, prices, specifications and procedures setting forth their agreement for purchase by Company of related materials and services to be furnished by Contractor?? under this Agreement; and????D.Any terms used but not defined herein shall have the meanings ascribed to them in the other Contract Documents (as defined below).AGREEMENT Company and Contractor??, in consideration of the foregoing Recitals, each of which is incorporated by reference herein, and all other covenants in this Agreement, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, hereby agree to the following: ????TERMS AND CONDITIONS. The terms and conditions that govern this Agreement shall be those expressly contained or referenced herein and including without limitation the General Conditions for Construction Services?? Agreement Rev. 02/20?? (the “General Conditions”). Any other terms and conditions in any exhibits or documents made part of this Agreement do not apply unless noted as such herein and agreed to in writing by the Parties.????????If more than one “Company” is identified above as a Party to this Agreement, it is agreed that there is no joint and several liability between or among the listed Companies. Each Company is responsible for and entitled to the benefits of each Purchase Order or Release which it issues or enters into with Contractor??.????CONTRACT DOCUMENTS. This Agreement consists of the following documents ("Contract Documents") and all exhibits and attachments thereto, each of which is hereby expressly incorporated to constitute a part of this Agreement. The Contract Documents are listed in their governing order from highest to lowest, with A. being highest. In the event a conflict or inconsistency exists between the Contract Documents, such conflict or inconsistency shall be resolved in favor of the higher-ranking document. The Contract Documents shall take precedence in the following descending order. Any revisions or Change Orders shall rank higher than the Contract Documents they revise or change to the extent they conflict or are inconsistent with the original documents, and in all other circumstances they shall share the same precedence classification as the original Contract Documents they revise or change. Each Purchase Order issued pursuant to this Agreement shall constitute a Contract Document with precedence equal to the Scope of Work to which it is attached. This Construction Services?? Agreement dated 12/11/2020?? ????????Exhibit A – General Conditions for Construction Services?? Agreement (Rev. 02/20??)●Attachment 1: Diversity Requirements for Contracts●Attachment 2: Personal Data Privacy, Confidentiality, and Security Schedule ●Attachment 3: Security for Computing Devices, Programmable Electronic Devices, and Associated Technologies and Services??????Exhibit B – Special Conditions for Maintenance, Repair and Operations ●Attachment 1: Contractor Safety System●Attachment 2: Environmental Directives for Contractors ●Attachment 3: Contract Guidelines for Expenses TERM. Unless earlier terminated pursuant to the General Conditions (or if applicable, the Purchase Order terms and conditions when no General Conditions exist between the Parties), the term of this Agreement is from the Effective Date through February 9, 2024 (“Initial Term”)??, subject to the Survival Article of the General Conditions.? Thereafter the Term may be extended by mutual agreement of the Parties for a period of twelve (12) months each (“Renewal Term”) for no more than two Renewal Term periods (together the “Term”). The terms and conditions of the Agreement shall govern either Party’s right to terminate the Agreement for convenience or cause. ???SCOPE OF WORK. Contractor?? shall perform the Work or services and provide any and all Goods in accordance with all terms of this Agreement, including but not limited to any and all Scope(s) of Work ?and any related Purchase Orders issued by Company on a Project-by-Project basis subject to these terms and conditions. The specific Work requirements, pricing and deliverables for each Project shall be set for in the Scope of Work issued under this Agreement.?????Exhibit A, General Conditions sets forth the terms and conditions under which the Work shall be done pursuant to each Scope of Work and related Purchase Order.PRICE AND PAYMENTS. The total price for the Work shall be based upon the pricing for each Project, as specified in each Scope of Work and related Purchase Order. The pricing is firm and fixed unless modified by a Change Order approved in writing through the formal Change Order process outlined under this Agreement.Contractor?? shall present written requests for a Change Order requesting to change the pricing not less than sixty (60) days prior to the date such pricing changes are requested to go into effect.????Contractor?? shall not be entitled to compensation for any work or Work performed by it or any of its Subcontractors prior to the issuance of any Purchase Order under this Agreement for the work or Work for which Contractor or any of its Subcontractors seeks compensation from Company (“Pre-Agreement Work”). Contractor?? hereby releases and holds harmless Company from any claims for compensation for any Pre-Agreement Work.????????Payment terms are net thirty (30)?? days from Company’s receipt of Contractor??‘s correctly rendered invoice, following satisfactory and verified completion of the Work, unless otherwise stated in the Agreement or in the applicable Purchase Order or Release.????????INVOICES.Contractor?? is responsible for its timely invoice submittals to Company. Contractor?? shall not invoice Company in whole or in part prior to the delivery of Goods or completion of the Work without prior approval from Company. All invoices shall be submitted to Company in compliance with the invoice instructions on the applicable Purchase Order, those stated in this Section, those further defined within the General Conditions, and in compliance with Company’s then-current policies and procedures, including but not limited to the Supplier Invoicing Instructions and Procedure Manual posted by Company, as revised from time to time, at following additional conditions to invoicing apply, if applicable to Contractor??‘s Agreement with Company:????Contractor?? may invoice for full and partial Goods deliveries within thirty (30) days following delivery, but shall not invoice Company prior to successful delivery of Goods;????Contractor?? shall invoice for all milestone or earned progress payments within thirty (30) days following the completion of all requirements of the milestone. Invoicing for partial completion of a milestone requires pre-approval by Company; and????Contractor?? shall invoice for all units of services and labor within thirty (30) days following the month that the services were performed. However, this condition does not apply if the Agreement provides for payment on the basis of milestone completion or earned progress payment.????Contractor?? shall submit its invoices electronically to Company as stated in the applicable Purchase Order or if no email or EDI service is available, shall mail its paper invoice to Company at the invoicing physical address stated in the Purchase Order.???? IN WITNESS WHEREOF, the duly authorized representative of the Parties hereto have read all the Exhibits and Contract Documents referenced herein and executed this Agreement. ACCEPTED:Contractor?? ????ACCEPTED:Company________?? ????Northern States Power Company, a Wisconsin corporation, d/b/a Xcel Energy??????Contractor?? Name????Company Name(s) By:By:Authorized SignatureAuthorized SignaturePrinted Name:Printed Name: Robert Hendricks?? ????Title: Title: Category Manager?? and Authorized Signatory for Company ???? EXHIBIT A GENERAL CONDITIONSFORCONSTRUCTION SERVICES AGREEMENT(Rev. 02/20??)????TABLE OF CONTENTS Contents TOC \o "1-3" \h \z \u 1.DEFINITIONS. PAGEREF _Toc58595464 \h 82.AGREEMENT DOCUMENTS. PAGEREF _Toc58595465 \h 103.OTHER CONTRACTS. PAGEREF _Toc58595466 \h 114.APPLICABLE LAW. PAGEREF _Toc58595467 \h 115.SECURITY. PAGEREF _Toc58595468 \h 126.OWNERSHIP OF WORK DOCUMENTS. PAGEREF _Toc58595469 \h 137.CERTIFICATION OF DOCUMENTS. PAGEREF _Toc58595470 \h 138.CONTRACTOR'S RESPONSIBILITIES. PAGEREF _Toc58595471 \h 139.COOPERATION WITH COMPANY. PAGEREF _Toc58595472 \h 1510.SCHEDULING. PAGEREF _Toc58595473 \h 1511.FAMILIARITY WITH THE WORK. PAGEREF _Toc58595474 \h 1612.RESPONSIBILITY AS TO OTHER CONTRACTORS. PAGEREF _Toc58595475 \h 1713.INSPECTION. PAGEREF _Toc58595476 \h 1714.USE OF COMPLETED SEGMENTS OF WORK.. PAGEREF _Toc58595477 \h 1815.WORK CHANGES PAGEREF _Toc58595478 \h 1816.SUSPENSION OF WORK. PAGEREF _Toc58595479 \h 1817.CONTRACTOR WARRANTIES. PAGEREF _Toc58595480 \h 1918.INSURANCE. PAGEREF _Toc58595481 \h 2019.FINAL ACCEPTANCE. PAGEREF _Toc58595482 \h 2220.PRICE AND PAYMENT TERMS. PAGEREF _Toc58595483 \h 2221.RIGHT TO AUDIT. PAGEREF _Toc58595484 \h 2322.TAXES. PAGEREF _Toc58595485 \h 2423.BONDS/LETTERS OF CREDIT AND CONTRACTOR FINANCIAL STATEMENTS. PAGEREF _Toc58595486 \h 2424.TRAVEL EXPENSES. PAGEREF _Toc58595487 \h 2525.TERMINATION FOR CONVENIENCE. PAGEREF _Toc58595488 \h 2526.TERMINATION FOR DEFAULT. PAGEREF _Toc58595489 \h 2527.CONFIDENTIAL INFORMATION. PAGEREF _Toc58595490 \h 2628.NOTICE OF CLAIMS AND LIENS. PAGEREF _Toc58595491 \h 2929.INDEMNITY. PAGEREF _Toc58595492 \h 2930.INFRINGEMENT. PAGEREF _Toc58595493 \h 3031.LIMITATION OF LIABILITY. PAGEREF _Toc58595494 \h ERNING LAW; DISPUTES. PAGEREF _Toc58595495 \h 3133.INDEPENDENT CONTRACTOR. PAGEREF _Toc58595496 \h 3234.ASSIGNMENT AND SUBCONTRACTING. PAGEREF _Toc58595497 \h 3335.OFFSHORE WORK AND DATA TRANSFER. PAGEREF _Toc58595498 \h 3336.SECURITY BREACH NOTIFICATION - CONFIDENTIAL INFORMATION. PAGEREF _Toc58595499 \h 3337.PERSONAL DATA. PAGEREF _Toc58595500 \h 3438.EQUAL EMPLOYMENT OPPORTUNITY. PAGEREF _Toc58595501 \h 3439.THIRD PARTY BENEFICIARIES. PAGEREF _Toc58595502 \h 3440.PUBLICITY. PAGEREF _Toc58595503 \h 3441.HEADINGS. PAGEREF _Toc58595504 \h 3442.SEVERABILITY. PAGEREF _Toc58595505 \h 3443.SURVIVAL. PAGEREF _Toc58595506 \h 3444.ENTIRE AGREEMENT, WAIVER AND AMENDMENT. PAGEREF _Toc58595507 \h 35ATTACHMENT 1: DIVERSITY REQUIREMENTS FOR CONTRACTSATTACHMENT 2: DATA PRIVACY, CONFIDENTIALITY AND SECURITY SCHEDULE ATTACHMENT 3: SECURITY FOR COMPUTING DEVICES, PROGRAMMABLE ELECTRONIC DEVICES, AND ASSOCIATED TECHNOLOGIES AND SERVICES GENERAL CONDITIONSFORCONSTRUCTION SERVICES AGREEMENT DEFINITIONS. Capitalized words, phrases and other expressions used herein that are not otherwise defined are defined in the Agreement. The capitalized words, phrases or other expressions used herein shall have the following meanings: "Agreement" shall mean the Construction Services Agreement between the Parties hereto."Applicable Law" or "Applicable Laws" shall mean any and all laws (including all statutory enactments and common law), ordinances, constitutions, regulations, statutes, treaties, rules, codes, standards, licenses, certificates, franchises, permits, requirements and injunctions that (i) have been adopted, enacted, implemented, promulgated, ordered, issued, entered or deemed applicable by or under the authority of any Governmental Body or industry agency or board, and (ii) are applicable to the Work."Change Order" shall mean a document issued by Company and agreed to in writing by Contractor to amend the Agreement and/or the Purchase Order or Release. The Change Order shall specifically identify the services or Goods to be provided and the name of the Company to which such services or Goods will be provided."Company" shall mean the name of the entity or entities set forth as the Company in the Agreement or which issues the Purchase Order or Release.“Confidential Information” shall mean information which is disclosed or shared by one Party to the other Party or generated or developed by one or both Parties and which a prudent person would expect not to be made available to Third Parties without restriction or payment, including but not limited to (i) any information marked confidential, restricted, or proprietary by the owning Party, and (ii) strategic plans, practices, data, marketing research, reports and activities, operations techniques and CIP Information."Contractor" shall mean the "Contractor" as set forth in the Agreement.“Critical Infrastructure Protection Information” or “CIP Information” shall mean all information concerning Company’s critical network infrastructure which has been identified by Company as “CIP Information” or “Critical Infrastructure Protection Information” by written designation or verbal designation followed by written confirmation. For purposes of this definition, any information obtained by Contractor through the CIP portal in the Company’s ProjectWise system shall be considered CIP Information."Design(s)" shall have the meaning set forth in Section 30.1 of these General Conditions."Documents" shall have the meaning set forth in Section 6.1 of these General Conditions."Drawings" shall mean all (i) Drawings or supplementary Drawings furnished by Company as a basis for soliciting proposals, (ii) Drawings, if any, submitted by Contractor with its proposal which are included in the Agreement, (iii) Drawings furnished by Company to Contractor during the progress of the Work, and (iv) engineering data and Drawings submitted by Contractor, if any, during the progress of the Work, provided such Drawings are acceptable to Company."Final Acceptance" shall occur when Company has made a reasonable commercial determination that all Work is complete in accordance with the requirements of the Agreement, including these General Conditions."Force Majeure" shall have the meaning set forth in Section 10.6.1 of these General Conditions."General Conditions" shall mean this document and the terms and conditions contained or referred to herein."Goods" shall mean the personal property to be supplied under the Agreement, including but not limited to parts, Drawings, Work Product, items of merchandise, supplies, raw materials, fabricated or processed materials, components, intermediate assemblies, ancillary systems, tools, finished products and equipment."Governmental Body" shall mean any:nation, state, county, city, town, village, district or other jurisdiction of any nature;federal, state, local, municipal, foreign or other government; orgovernmental or quasi-governmental authority of any nature (including any governmental agency, branch, board, commission, department, instrumentality, office or other entity, and any court), in any such case exercising, or entitled to exercise, administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature over the Agreement, the performance of the Work or the Parties."Party" or "Parties" shall mean Company and Contractor.“Personal Data” shall mean any information relating to an identified or identifiable individual (such as name, postal address, email address, telephone number, date of birth, Social Security number or its equivalent, driver’s license number, account number, credit or debit card number, personal identification number, persistent online identifier that may be used to identify or contact an individual, health or medical information, or any other unique identifier or one or more factors specific to the individual’s physical, physiological, mental, economic or social identity), whether such data is in individual or aggregate form and regardless of the media in which it is contained. Personal Data does not include business contact information.“Personnel” shall mean any individual or company a Party employs or has employed as a partner, employee, subcontractor, or independent contractor and with which a Party comes into direct contact in the course of the Work."Project" shall mean the entirety, or a portion of, the Work being provided by Contractor and its Subcontractors under the Agreement or the Purchase Order or Release. "Project Schedule" shall have the meaning set forth in Section 10.2 of these General Conditions."Purchase Order” shall mean the specific authorizing document, including all documents attached thereto or referenced therein. Each Purchase Order shall identify this contract number, any applicable Scope of Work number, the Goods and services, the price for such Goods and services, and state the location of where services are to be provided or the Goods are to be delivered. "Sanctions" shall have the meaning set forth in Section 4.7 of these General Conditions.“Security Breach” shall mean (i) any actual or potential unauthorized or accidental, access, use, loss, or disclosure of any Confidential Information which compromises the integrity and confidential nature of the Confidential Information; (ii) a breach of Contractor’s security or information systems that could reasonably be expected to expose any Confidential Information to such unauthorized or accidental access or use, or (iii) a breach by Contractor of its obligations under the Sections relating to Security Breach."Site" shall mean the Company location(s) where the Work is performed, or Goods are delivered pursuant to the Agreement."Subcontractor" shall mean any person, firm, or corporation that performs work for or provides labor, equipment, supplies and/or goods to Contractor in connection with the Work.“Taxes” shall mean taxes, assessments, levies, duties, fees, charges and withholdings of any kind whatsoever, and any interest, penalties, fines, or other additions to such amounts. The term “Taxes” includes, without limitation, sales, use, property, excise, net income, gross receipts and value-added taxes."Work" shall mean all labor, services or activities to be furnished or performed, or Goods to be supplied pursuant to the Agreement. This includes, but is not limited to, equipment, machinery, supplies, Goods, (including raw materials, components, intermediate assemblies and end products), Design(s), technical information, inspection, installation, testing, transportation, expediting and delivery information and services, and related work.The Parties further agree:whenever the words "as ordered," "as directed," "as required," "as permitted," "as allowed" or similar words or phrases are used in the Agreement, they shall mean that the order, direction, requirement, permission or allowance of Company is intended only to the extent of compliance with the terms of the Agreement;the words "approved," "reasonable," "suitable," "acceptable," "proper," "satisfactory" or similar words, unless otherwise particularly specified in the Agreement, shall mean approved, suitable, acceptable, proper or satisfactory in the reasonable judgment of Company; andwhenever the expression "it is understood and agreed" or a similar expression is used in the Agreement, such expression shall mean the mutual agreement of the Parties.AGREEMENT DOCUMENTS.The Work shall be performed in accordance with the Agreement, which term includes these General Conditions and any appendices, exhibits and attachments to the Agreement, any relevant Scope of Work and its related Purchase Order(s). Any additional terms proposed, or exceptions taken by Contractor to any provision of the Agreement shall become part of the Agreement only if accepted by Company in writing. In the event of a conflict between the Agreement and any exhibit (other than these General Conditions and any special conditions which shall govern), Scope of Work, Purchase Order, invoices or other documents, the Agreement shall pany and Contractor agree that the Agreement, any relevant Scope of Work and its related Purchase Order, or Change Order may be accepted by each by signature, or through electronic acceptance evidenced by a Party typing or writing its name and title of the authorized signer in the appropriate signature block and transmitting the same to the other Party by facsimile, email or other electronic means. Acceptance of the Agreement, Scope of Work and its related Purchase Order, or Change Order in this manner is the acting Party’s agreement and consent to be legally bound by the Agreement’s terms and conditions and no certification authority or other Third Party verification is necessary to validate such acceptance.The Company may scan, and preserve electronically, the Agreement and other documents related to the Agreement. Once scanned, and electronically preserved, the Company may destroy the paper originals of these documents. All such documents scanned and electronically preserved by the Company, may be treated as original documents for all purposes, at the discretion of the Company.OTHER pany reserves the right to award other contracts in connection with the Project. Contractor shall cooperate, schedule and coordinate performance of its Work with the work of any other contractors, suppliers and consultants so as not to delay or interfere with their work, or with the timely completion of the Project. Company also reserves the right to contract with others for the same type of work, as is the subject of the Agreement or to employ its own Personnel in the work.APPLICABLE LAW.Contractor and its Subcontractors, and their employees, agents and representatives shall at all times perform the Work in a safe and professional manner and comply with Applicable Laws and other legal requirements, as such are amended from time to time. Contractor shall be responsible for the acts and omissions of its Subcontractors in connection with the Agreement.Contractor hereby acknowledges that the Work and activities related to the Work to be provided by Contractor to Company hereunder and the disclosure of Documents and/or other information (in tangible or intangible form) from Company to Contractor is subject to export controls under the laws and regulations of the United States, including but not limited to the Export Administration Regulations, 15 C.F.R. Parts 730-774. Contractor will comply strictly with all such United States export control laws and regulations, and Company’s then current corporate policies and procedures related thereto, and will not (or permit any person to) export, re-export, transfer, divert or disclose to any destination or person (including any officer, director, employee, contractor or agent of Contractor) restricted or prohibited under U.S. export controls, except in accordance with all applicable U.S. export controls and regulations: (i) the Work or any direct product thereof; or (ii) any Documents and/or other information (in tangible or intangible form) obtained from Company. Upon Company’s reasonable request, Contractor will provide Company with all Export Classification Control Numbers applicable to the Work. Contractor will also strictly comply with the Foreign Corrupt Practices Act of the U.S. and Company’s then current policies and procedures related thereto. Contractor and its Subcontractors will conduct all Work under the Agreement in an economically, socially and environmentally responsible manner. Contractor and its Subcontractors further agree to ensure that their employees, agents and representatives perform the services in accordance with Company's Code of Conduct, as amended from time to time, which is available at in these General Conditions, Scope(s) of Work or Purchase Order(s) to the standards of any technical society, organization or association, or to any national, state or local codes or standards (including those of any Governmental Body), shall mean the latest standard or code adopted, as amended from time to time, unless specifically stated otherwise. The specifications, codes, and standards referenced in the Agreement (including addenda, and amendments) shall govern in all cases where references thereto are made. In case of conflict between the referenced specifications, codes, or standards and the Agreement, the most stringent requirements shall apply to the extent of such differences except in the case where the Agreement acknowledge an exception to a referenced specification, code, or standard. In all but the latter cases, Contractor shall notify Company of conflicts between referenced specification, codes, or standards and the Agreement.If Company determines that Contractor is failing to comply with any Applicable Laws and other legal requirements under the Agreement, or observes unsafe work practices and/or conditions on the part of Contractor or Contractor’s or Subcontractors' employees or agents, Company may (i) advise Contractor of such and direct Contractor to stop the Work, and (ii) Contractor shall cause all such Work to stop. Contractor shall bear all additional costs including those that affect the Project Schedule which may result from Work stopped in accordance with this Section 4.6. In the event that such work stoppage is ultimately deemed by Company to have been unnecessary, Company shall bear the additional cost of such work stoppage and shall afford Contractor a reasonable extension in the Project Schedule for completion of the Work.Contractor shall promptly notify Company if (i) Contractor is served with notice of violation of any Applicable Law, or engaged in a settlement agreement, permit, or license relating to its Work hereunder, (ii) of near misses or injury occurring during the course of performing its obligations under the Agreement, (iii) proceedings are commenced to revoke any certifications, permits or licenses which relate to such Work, (iv) certifications, permits, licenses, or other authorizations by a Governmental Body relating to such Work are revoked, (v) litigation is commenced against Contractor which could affect such Work, or (vi) Contractor becomes aware that its equipment or facilities related to such Work are not in compliance with Applicable Laws ("Sanctions"). Contractor shall provide copies of any documents evidencing such Sanctions. Contractor will keep Company informed on a regular basis of the progress made and resolution of such Sanctions, whether resulting in a requirement by Contractor or its Subcontractors to pay fines, modify operations or comply with said Sanctions in any other manner.Contractor warrants that neither it nor any of its Subcontractors have transferred, nor will it or they, transfer anything of value to any employee, agent or other representative of Company, where such was or is made with the intent and/or understanding of obtaining favorable treatment with respect to the Agreement and/or the Work.SECURITY.The Company requires security screening of all Personnel of Contractor and/or its Subcontractors working in security sensitive positions. Security sensitive positions include those that require or involve unescorted or unsupervised access to Company’s computer systems, facilities, equipment, material, customer property or issuance of an access card or keys to Company facilities or as required by pany's security clearance process for Contractor and/or Subcontractor Personnel may include but is not limited to a criminal history check, Social Security number verification and drug testing.Detailed results of the background screening will only be discussed with the individual screened. Contractor/Subcontractor will be notified only that the individual has been granted or denied a security clearance. Those denied a security clearance may not work in a security sensitive position at Company.OWNERSHIP OF WORK DOCUMENTS.All Drawings, Designs, estimates, data, summaries, materials, information, plans, specifications, calculations, reports and other documents ("Documents") whether in hard copy or electronic media prepared pursuant to the Agreement shall become the sole and exclusive property of Company and title thereto shall pass to the Company upon transmittal to Company. Rights to Contractor’s intellectual property, if any, in existence prior to the Effective Date that is utilized in the preparation and production of Documents shall remain the property of Contractor, but is hereby irrevocably and perpetually licensed to Company on a royalty-free pany reserves the right to reproduce, modify and use in any manner, any and all Documents.Contractor shall, and shall cause its employees, representatives, agents and Subcontractors to execute and deliver any and all forms and instruments necessary or desirable to transfer the Documents such that Company shall have of record all of its rights, interests, title and ownership in and to the Documents, free and clear of all third party encumbrances and interests.CERTIFICATION OF DOCUMENTS.Any and/or all Documents shall be certified by Contractor if required by Applicable Law.Contractor shall maintain at its office at the Site, up-to-date copies of all Drawings, specifications, and other contract Documents and supplementary data, complete with latest revisions thereto. In addition, Contractor shall maintain a continuous record of all field changes, and at the conclusion of the Work, shall incorporate all such changes on the Drawings and other engineering records. Drawing changes shall be recorded in a neat, orderly manner, drawn to scale, and dimensioned as a qualified draftsman would show the revisions. Field drafting of these revisions shall be of equal quality and detail as the original Drawings. Additions shall be shown in green, and deletions shall be shown in red. Upon completion of the revisions, two (2) copies shall be submitted to Company. Contractor’s records consisting of marked Drawings, engineering data, and sketches shall be submitted prior to official acceptance, but no later than ten (10) days after completion of the Work covered by the Agreement.CONTRACTOR'S RESPONSIBILITIES.Contractor shall give all notices related to the Work to applicable Governmental Bodies and obtain and pay for all licenses, permits and inspections required for the Work. Notwithstanding the above, Company may obtain any easements or right-of-ways associated with Contractor to perform the Work. Company shall have the right to inspect and obtain copies of all written licenses, permits or approvals, issued by any Governmental Body to Contractor or its Subcontractors that are applicable to the performance of the Agreement.Contractor, and its employees and Subcontractors, shall comply with all applicable provisions of Company's plant, Project, facility or Site policy and procedures, including but not limited to any instructions and procedures pertaining to plant or facility Site security, industrial safety, environmental directives, work authorization, equipment control, and hazardous materials. In addition, Contractor and its employees and Subcontractors shall comply with and enforce, among Contractor’s employees and Subcontractors, job plant or facility Site conditions and job work rules which affect the performance of the Work, including but not limited to work hours, smoking regulations, check-in and check-out procedures, job site safety and security regulations, and emergency plans and procedures. Completion of Contractor Safety Program documentation shall be at Contractor’s cost. In addition to these obligations, any special conditions or restrictions, required by Company under its Contractor Safety Program as part of Company’s supplier qualification process or to qualify Contractor to do the Work, shall be given by Company in a writing to Contractor and are hereby expressly incorporated into this Agreement and made a part hereof.Contractor shall be deemed the “controlling employer” for its Personnel and for its Subcontractors, for purposes of the Federal Occupational Safety and Health Act (OSHA) and its implementing regulations. Contractor shall be responsible for all safety precautions in connection with the Work and shall take all reasonable precautions for the safety of Contractor and Subcontractor's employees performing the Work and all other persons on or around the Project. Contractor shall promptly take all reasonable and prudent actions to prevent and/or mitigate any damage, injury and/or loss, regardless of the source of fault, particularly in the event of an emergency.Contractor shall be responsible for ascertaining the local conditions, work rules and union jurisdiction of the relevant labor market.Delivery of Goods shall be completed by Contractor in compliance with the terms of the Agreement, or, if unspecified, Contractor shall deliver Goods to the Site. Contractor shall be responsible for and shall bear any and all risk of loss or damage to the Work in progress and to all Goods delivered to the Site until Final Acceptance. Contractor shall also at all times conduct the Work in a manner to avoid risk of loss, theft or damage by vandalism, sabotage or other means to Company's property and the Project.Contractor shall prepare and maintain accurate reports of incidents of loss, theft or vandalism and shall furnish these reports to Company in a timely manner as requested by Company or as may be required by Company's security programs and/or rules. Notwithstanding any contrary provision of the Agreement, in the event Contractor damages Company's utility system during the Work, including but not limited to natural gas lines, electric or steam facilities, Contractor (i) shall immediately notify Company, and (ii) shall be responsible for all costs of repair to the utility system of Company. Contractor shall immediately report any release or possible release of potentially hazardous or known hazardous substances. Releases shall include, but is not limited to, spilling, leaking, emptying, or other discharge into the environment. Contractor shall act to contain any such release in accordance with Applicable Law and the provisions of the Agreement. All costs associated with required repair shall be borne by Contractor.Contractor shall own and maintain, at Contractor's expense, direct two-way communication equipment, cellular telephones and/or pagers, for communication with Company. Contact with each Contractor and Subcontractor crew must be possible at all times. Contractor is responsible for notifying Company representatives of the type of communication equipment utilized, and the method and access numbers necessary for Company to contact each crew during the course of the Work.Contractor shall keep the Site of the Work and related access areas free from construction debris, material or rubbish, and upon completion of the Work, shall remove all surplus material and debris and rubbish, leaving the Site in good condition. Contractor shall remove or cause to be removed from any Site, any person employed or engaged by Contractor or any of its Subcontractors whom Company deems unfit. Company shall notify Contractor of any such demand and Contractor shall promptly provide another person to perform the Work.Contractor shall perform the Work in a manner that shall cause the minimum of inconvenience, injury or damage to the property of any landowners and tenants affected by the Work. Contractor shall familiarize itself with all related easements and permits and comply with all requirements thereof. Contractor shall restore all property damaged in connection with the Work to as good condition as before the damage occurred.At Company's discretion and at Contractor's risk, Contractor may be allowed to park and/or store equipment, tools, materials, or any other items owned, leased, or rented by Contractor at Company facilities. Contractor shall hold Company harmless from any loss, damage, or destruction of such equipment, tools, materials or the like.If the Work is electric construction for transmission, substation or distribution for Public Service Company of Colorado, Contractor agrees to pay its employees in the classification of lineman and working foreman wage rates equal to or greater than those found in Exhibit B of the collective bargaining agreement between Company and International Brotherhood of Electrical Workers, Local Union #111. Provided, however, if Contractor is signatory to a union agreement, it shall pay its employees the wage scale provided by that agreement. Upon request, Contractor agrees to provide documentation of wage rates paid to its employees.COOPERATION WITH COMPANY. Contractor shall plan its work so as not to interfere with Company operation. Construction work which affects the operation of Company's plant or facilities shall be scheduled to be performed only at times acceptable to Company. In the event that it is necessary to either interrupt the power supply or to impose abnormal operating conditions on Company's utility system, such procedure must be acceptable to Company and a complete understanding and agreement must be reached in writing by all Parties concerned well in advance of the time scheduled for such operation. Such understanding shall be definite as to date, time of day, and length of time required.SCHEDULING.Contractor agrees that time is of the essence with respect to its obligations to perform the pany and Contractor shall agree on a schedule of the Work (the "Project Schedule") indicating the dates for the start and completion of the various stages of the Work. Company may, in its discretion, prepare a Project Schedule or delegate the Project Schedule to Contractor. Contractor shall strictly adhere to the Project Schedule. Company reserves the right to direct Contractor to reschedule the order and rate of progress of performance of the Work so as not to interfere with the performance of work by Company and/or other contractors. If requested by Company, Contractor shall promptly submit regular progress data as to the Work that shall include the (i) start date, (ii) percentage of completion for each stage of Work, (iii) the anticipated or actual finish date for all Project activities of Contractor during the period, and (iv) a comparison of exceptions and deviations from the Project Schedule. Other information, such as actual hours expended, shall be furnished monthly or as requested by Company. If requested by Company, Contractor shall participate in the Project Schedule update meetings.If at any time during the performance of the Work Contractor's progress does not keep pace with the requirements of the Project Schedule, Company may order Contractor to take steps to improve its progress without additional cost to Company. Neither such notice by Company, nor Company's failure to issue such notice, shall relieve Contractor of its obligation to perform in accordance with the Agreement, including completion of quality Work in the timeframe required by the Project Schedule. Failure of Contractor to comply with the notice of Company may be grounds for determination by Company that Contractor is not pursuing the Work with such diligence as shall ensure completion within the times specified. Upon such determination, Company may terminate for default pursuant to Article 26 of these General Conditions.Should the actions of Company cause a significant delay of the Work, Contractor shall notify Company in writing within five (5) business days from the beginning of such delay. If Company and Contractor determine the facts justify an extension of time and/or additional compensation and no remaining float time exists in the Project Schedule, the Agreement will be modified in writing as appropriate. Company may, in its sole discretion and in lieu of granting an extension of time, require Contractor to regain the Project Schedule, and Company shall compensate Contractor for any required additional charges; provided, however, that no adjustment shall be made for any delay to the extent that performance would have otherwise been delayed by any other cause, including the fault or negligence of Contractor.With respect to events of Force Majeure:Company and Contractor shall be excused from performing under this Agreement in the event of an occurrence of "Force Majeure."? Force Majeure is defined as fire, floods, earthquake, tornado, explosion, catastrophe, epidemic, accident, war or war-like operations (whether or not a state of war is declared), riot, Acts of God, acts of terrorism, insurrection, order of a Governmental Body and Applicable Laws that prevent performance. To the extent such event of Force Majeure is beyond the reasonable control of the Party claiming Force Majeure and the Party claiming Force Majeure gives prompt written notice to the other Party, then:In the event of any such delay, a Party’s remedy shall be a time extension for the completion dates required by the Agreement, which extension shall be the time period lost by reason of the Force Majeure;The Party whose performance is suspended shall exercise commercially reasonable efforts to alleviate and mitigate the cause and effect of such Force Majeure event, remedy its inability to perform and limit damages to the other Party; andThe burden of proof as to whether a Force Majeure Event has occurred is on the Party providing such notice.? ?The notice shall describe the circumstances of such occurrence, including sufficient proof of the probable impact on the Party’s performance, expected duration of the Force Majeure Event, and steps the Party is taking to mitigate or limit damages to the other Party as a result of the Force Majeure Event. Delays caused by unfavorable weather (that is not abnormal for the season and geographic area), unsuitable ground conditions, inadequate construction force, strikes or labor disturbances involving the Personnel of Contractor or any of its Subcontractors on the Project, market conditions, or the failure of either Party to place orders for equipment or materials sufficiently in advance to ensure delivery when needed shall not be considered a Force Majeure.FAMILIARITY WITH THE WORK.By executing the Agreement, Contractor represents that it has visited the Site(s) for the Project, inspected the conditions under which the Work is to be performed and has correlated its inspection with the requirements of the Work and the Project Schedule.No pleas of ignorance of conditions that exist or hereafter may exist, or of conditions or difficulties that may be encountered in the execution of the Work will be accepted as an excuse for failure or omission on the part of Contractor to fulfill in every detail all requirements of the Agreement, nor will they be a basis for any claim whatsoever for extra compensation or time.RESPONSIBILITY AS TO OTHER CONTRACTORS.Contractor shall properly coordinate with other contractors, Subcontractors, suppliers working on the Project to ensure that each such other contractor or Subcontractors may (i) store their respective materials and equipment on or around the Site, and (ii) carry out their respective work assignments within the Project. Any costs to Company or Company's other contractors caused by defective or ill-timed performance of Work by Contractor shall be borne by Contractor.If any part of Contractor's performance of the Work depends upon the work of any of Company's other contractors, suppliers or consultants, Contractor shall review that work and promptly report to Company in writing any discrepancies or defects it may discover in such work. Failure of Contractor to review the Work and report in writing any discrepancies or defects shall constitute an acceptance of the other work as fit and proper to receive performance of the Work and Contractor shall bear all costs incurred in rendering such other work suitable.Should Contractor's Work or property be damaged by the acts or neglect of any other contractor(s), or should Contractor cause damage to the work or property of any other contractor(s), Contractor shall separately resolve such matter with the other contractor(s) without involving Company and without impeding the Work or that of other contractors. Contractor shall separately resolve disputes with the other contractor(s) without involving Company and without impeding the Work or that of other contractors.Contractor shall cooperate with all other contractors who may be performing work on behalf of Company and crew who may be employed by Company in the vicinity of the Work under the Agreement, and it shall conduct its operations to minimize interference with the work of such contractors or crew. Any difference or conflict in regard to their work, which may arise between Contractor and other contractors and suppliers, or between Contractor and crew of Company, shall be resolved as determined by Company. If the Work of Contractor is delayed because of any acts or omissions of any other contractor or supplier, Contractor shall have no claim against Company on that account other than an extension of time.INSPECTION.The Work and all portions thereof shall be subject to inspection by Company or its designee at all times. Any such inspection shall not relieve Contractor of the responsibility to strictly comply with its performance requirements and other obligations under the Agreement, it being understood that any such inspection by Company shall in no way (i) be construed as constituting or implying either a waiver or acceptance of the work, or (ii) affect any of Company's rights or remedies under the Agreement.Contractor shall furnish promptly, without additional charge, all facilities, labor and material reasonably needed for performing such safe and convenient inspection as may be desired by Company. Company reserves the right to charge to Contractor any additional cost of inspection when material or workmanship is not ready at the time specified by Contractor for inspection or when re-inspection is necessitated by prior rejection. If required by Company, Work must be uncovered for observation and replaced at Contractor's expense.Contractor shall make available to Company any and all data, including but not limited to, test results, welding information, and radiographic, ultrasonic and non-destructive examination reports, related to performance of the Work. Company's review of any such data shall in no way relieve Contractor of its responsibility for the professional quality, technical accuracy and completeness of such data.USE OF COMPLETED SEGMENTS OF WORK..Whenever, as determined by Company, any segment of the Work performed by Contractor is in a condition suitable for use, Company may at its sole option take possession of or use such segment. Such use by Company shall in no case be construed as constituting Final Acceptance, and shall not relieve Contractor of any of its responsibilities under the Agreement, other than for (i) that portion of the Work for which Company has taken possession, and (ii) ordinary wear and tear with respect to such Work.WORK CHANGES Company, without invalidating the Agreement, may at any time make changes to or deviations from the scope of the Work with a Change Order issued by an authorized representative of Company to Contractor.If Contractor claims that the Change Order causes an increase or decrease in the cost of or the time required for performance of the Work, Contractor shall give Company written notice of such increase or decrease within five (5) days following the receipt of such a request. Contractor shall also provide sufficient documentation to Company to justify the increase or decrease in the cost of or the time required for performance of the Work.Any proposed cost or price changes may be approved only in writing by the Company’s Sourcing Representative listed in the Agreement or another authorized Sourcing Representative. Any cost or price change without such written approval will have no effect.If accepted in writing by an authorized Company representative, an equitable adjustment may be made in the price or delivery schedule, or both, and the Change Order shall be deemed to modify the Agreement.Contractor's failure to comply with Section 15.2 of these General Conditions shall constitute Contractor's agreement to perform any such Change Order in accordance with the price and schedule specified in the original order and/or subsequent revisions thereto.SUSPENSION OF pany may, by written notice to Contractor, suspend at any time the performance of all or any portion of the Work. During the period of suspension, Contractor shall use its best efforts to use its plant, labor and equipment in such a manner as to minimize costs associated with suspension.Upon receipt of any such written notice, Contractor shall, unless such notice requires otherwise:Immediately discontinue the Work on the date and to the extent specified in the notice;Place no further orders or subcontracts for materials, work or the like with respect to suspended Work other than to the extent required in the notice;Promptly make every reasonable effort to obtain suspension upon terms satisfactory to Company of all orders, subcontracts, rental agreements and the like to the extent they relate to performance of the Work suspended; andPromptly make every reasonable effort upon terms satisfactory to Company to protect or maintain the Work.As full compensation for such suspension, Contractor shall be reimbursed for the following costs, to the extent reasonable and if such costs directly result from the suspension of the Work:A standby charge based upon the period of suspension of the Work, which standby charge shall be sufficient to reimburse Contractor for its actual costs of keeping its organization and equipment committed to the Work in a standby status;The actual costs associated with actual mobilization and demobilization of Contractor's plant, forces and equipment; andAny actual increased cost of the Work incurred by Contractor.All costs to be reimbursed must be requested within forty-five (45) days following termination of the suspension. Any such costs shall be documented and evidenced by all supporting documentation requested by Company and shall be subject to the audit rights of Company as set forth in these General Conditions.Upon receipt of notice to resume suspended Work, Contractor shall immediately resume performance of the suspended Work to the extent required in the notice. Contractor hereby expressly waives any claim it may have for additional time or extra compensation because of any suspension of the Work unless such claim along with a revised Project Schedule (with respect to the Work suspended) is presented to Company in writing within ten (10) calendar days after Contractor's receipt of notice to resume the Work. No compensation or extension of time shall be granted if the suspension results from Contractor's noncompliance with the requirements of the Agreement or from any cause other than Company's suspension order pursuant to this Article 16 of these General Conditions.CONTRACTOR WARRANTIES.All parts, materials, equipment and the like incorporated into the Work shall be new and of the most suitable grade given the intended use by Company.Contractor represents, warrants and covenants that entering into this Agreement does not, and in the future shall not, violate any fiduciary, contractual or other obligation of Contractor or its Subcontractors to any third party. Contractor agrees to indemnify and hold harmless Company from any and all losses or damages sustained by Company as a result of a breach of this provision. Any breach of this provision shall be deemed to be a material breach of this Agreement.Contractor warrants that it will perform the Work with due care, skill and diligence, in accordance with Applicable Law and applicable professional standards, industry procedures and construction practices. Unless a greater period of time is specified in the Agreement, Contractor shall warrant the Work and all parts, equipment, materials and labor furnished under the Agreement to be as specified herein and free from defects in design, material, workmanship, and title for the longer period of twelve (12) months after Final Acceptance or the period of any manufacturer's warranty. Any and all manufacturer warranties shall be and hereby are transferred to Company pursuant to the provisions and operation of the Agreement.Supplier represents, warrants and covenants that it does not use telecommunications or video surveillance equipment (“Prohibited Equipment”) or services (“Prohibited Services”) as a substantial, essential or critical technology component of the Goods or Work provided under this Agreement that are manufactured or performed by Huawei Technologies, ZTE Corporation, Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company and Dahua Technology Company, including their affiliates and subsidiaries.??Any use of Prohibited Equipment or Prohibited Services must be reported immediately upon discovery to Company. Article 48 of the Code of Federal Regulations, Section 52.204-25(a) defines “Substantial” or “Essential” component as any component necessary for the proper function or performance of a piece of equipment, system or service, and further defines “Critical Technology” as technology that is controlled for reasons relating to national security which includes equipment and materials used at Nuclear facilities. Supplier’s use of unmanned aerial systems (“Drones”) to perform the Work is not prohibited, but must be authorized in writing by Company in advance.? ?Failure to comply with this clause shall be considered a material breach of this Agreement. ?Upon receipt of notice from Company of any failure to comply with the terms of the Agreement including these General Conditions and, without limitation, any defect with respect to the Work, both prior to or after Final Acceptance, Contractor shall without additional compensation correct any such defects within a time acceptable to Company and reimburse Company for any resulting costs, expenses or damages suffered by Company, including but not limited to costs of removal, reinstallation, re-procurement and any other third-party costs, damages and losses incurred by Company. If Contractor fails to timely replace any such defective Work, Company may cause such defective Work to be replaced by another and the direct and indirect expense thereof shall be the responsibility of Contractor. Company shall be entitled to deduct this expense and the resulting damages from amounts otherwise due to Contractor.In the event of an emergency where in the judgment of Company the delay resulting from giving formal notice would cause serious loss or damage which could be prevented by immediate action, defects may be corrected by Company, or a third party chosen by Company, without giving prior notice to Contractor, and the cost of the corrections shall be paid by Contractor. In the event such action is taken by Company, Contractor will be notified promptly and shall assist wherever possible in making the necessary corrections.The rights and remedies of Company provided in this Article 17 shall not be exclusive and shall be in addition to all other rights and remedies of Company (i) as set forth in these General Conditions, (ii) under Applicable Law, or (iii) in an equitable proceeding. No failure on the part of Company in the exercise of any right or remedy shall operate as a waiver of or by Company of its right to exercise any other right or remedy.INSURANCE.Contractor shall purchase and maintain such insurance as shall protect Contractor and Company, including the Company’s employees or agents, from claims which may in any way arise out of or be in any manner connected with the performance of the Agreement, whether such claims arise out of the act or failure to act of Contractor, Company, or of the direct or indirect delegate, appointee or employee of either. ?Contractor shall provide evidence of all such insurance at the request of Company. ?Such insurance shall be as specified below unless additional insurance is required by the Purchase Order or Release, and all insurance companies shall be rated A-7 or better by A.M. Best rating services in amounts not less than: Worker's Compensation at statutory limits for the state of hire or operations, including other state’s insurance and voluntary compensation and provide waiver of subrogation.Employer's Liability, as follows: Bodily Injury Limits by Accident at one million?? dollars ($1,000,000??) per accident; Bodily Injury Limits by Disease at one million?? dollars ($1,000,000??) policy limit and Bodily Injury by Disease at one million?? dollars ($1,000,000??) per employee. Other coverage may be required, as applicable, including: U.S. Longshoreman’s and Harbor Worker’s Compensation Act Coverage, FELA (for Railroad contracts), Borrowed Servant or Alternate Employer Endorsement, Maritime Employer’s Liability Insurance, including Transportation, Wages, Maintenance and Cure, and Jones Act coverage.????????????????????????Commercial General Liability, including Products and Completed Operations and Property Damage Liability on the CG 20 10 or equivalent on an occurrence form, with no explosion, collapse or underground (XCU) exclusions and providing products/completed operations (for a minimum of 3 years coverage), premises/operations, personal injury and a sudden and accidental pollution endorsement, with limits of not less than five million?? dollars ($5,000,000??) which can be achieved with a combination of General Liability and Umbrella Limits. Umbrella or Excess must be form following or name Company as an additional insured on a primary/non-contributory basis and provide waiver of subrogation.????????Automobile Liability, with a combined single limit of not less than two million?? dollars ($2,000,000??), including, but not limited to, coverage for: owned vehicles, non-owned vehicles, hired vehicles and MCS 90 coverage where hazardous material transportation is involved, using the broadened pollution coverage noted below. Include Company as an additional insured on a primary/non-contributory basis and provide waiver of subrogation.????????Pollution Legal Liability Insurance with minimum limits of five million?? dollars ($5,000,000??) each claim and in the aggregate. Include Company as an additional insured on a primary/non-contributory basis and provide waiver of subrogation.????????18.2All dollar amounts of coverage set forth above shall be per occurrence and in the aggregate. ?The policies described herein shall (i) be endorsed to show that the insurers waive subrogation against Company, its affiliates, directors, officers and employees, (ii) written so that the insurance is primary and non-contributory, (iii) not expire, terminate or otherwise be discontinued except upon not less than thirty?? (30??)days prior written notice to Company, (iv) contain Additional Insured Status for Company, its employees and agents on Commercial General Liability and Automobile Liability, Pollution, and applicable Umbrella/Excess Liability, (v) require notification by?Contractor to Company of any material change in coverage and (vi) notify Company if 50% of aggregate is impaired.????????Certificates of insurance acceptable to Company shall be filed with Company prior to commencement of the Work, and each renewal period for the Work. These certificates shall contain a provision that coverages afforded under the policies shall not be canceled or materially changed/altered until thirty?? (30??)days prior written notice has been given Company. ?Notwithstanding the foregoing, Contractor has a continuing obligation to provide the insurance coverage described in this Article 18 and none of the insurance required herein shall be canceled, changed or allowed to lapse until the period of Contractor's obligations under the Agreement has been completed or until such later date or time specified in the Purchase Order or Release. ?Contractor shall submit insurance coverages electronically to Company as requested in the applicable certificate of insurance assessment or, if no electronic service is available; such notices shall be sent to:????????Xcel Energy Services Inc.Attn: Supply Chain414 Nicollet Mall 8th floorMinneapolis MN 55401Insurance specified herein shall be minimum requirements and Contractor is responsible for providing any additional insurance deemed necessary to protect the interests of both Contractor and Company from other hazards or claims in excess of the minimum coverage. The liability of Contractor is not limited to available insurance coverage.FINAL ACCEPTANCE.Contractor shall notify Company in writing when it believes the conditions of Final Acceptance are deemed achieved by Contractor. Contractor shall submit to Company its final invoice, clearly identified as “final invoice” for any Work on the Project within thirty (30) days of providing this notice to Company.After receipt of Contractor's notification pursuant to Section 19.1 above, Company shall be deemed to have determined its Final Acceptance of the Work performed by Contractor by Company's payment of the final invoice submitted by Contractor for the Project. If Contractor fails to deliver final invoices pursuant to section 19.1 above, Company may elect to reject the invoice without pany reserves the right to return standard, unused Goods to Contractor without charge to Company. Contractor shall promptly issue a Return Material Authorization (RMA) Number or written permission and return instructions to Company within five (5) business days of Company’s request for return. Contractor shall, at Company’s option, issue either (a) a monetary credit, or (b) a check (if Company has paid for the Goods in advance of the return), to Company within thirty (30) days of Contractor’s receipt of the returned Goods.If the Work includes the purchase and sale of Goods: with respect solely to Goods that are (i) Capital Equipment (as defined in Minn. Stat. Section 297A.68, Subd. 5 or any similar or successor Minnesota statute) delivered to a Site located in the State of Minnesota, or (ii) delivered to a Site in the State of Texas and are exempt from taxation under Tex. Tax Code §?151.318 or any similar or successor Texas statutes, then title to such Goods shall vest, free and clear of all liens, in the Company, at the earlier to occur of (a) the time of delivery of the Goods at the Site, or (b) Company’s payment for the Goods, subject to Company’s right of rejection. In all other cases involving the construction of real property, title to all personal property incorporated into the real property shall pass to Company upon Final Acceptance.PRICE AND PAYMENT TERMS.Payments shall be made as stated in the Agreement. Unless a different term is agreed to between the Parties, payments will be made thirty (30) days after receipt of an invoice approved by Company in accordance with the payment terms herein, of the Agreement and Company's then current policies and procedures, including but not limited to the Supplier Invoicing Instructions and Procedure Manual posted by Company, as revised from time to time, at the option of the Company, payments for Work performed may be made using a Company commercial charge card, which is a uniquely numbered charge card issued by a Third Party (the “Card Issuer”) to named individual Company Personnel or to department or divisions of the Company, to pay for Company purchases (“Company Charge Card”). Unless otherwise authorized by the terms of this Agreement or by separate agreement of the Company, Contractor shall not process a transaction for payment using the Company Charge Card until the purchased Goods have been shipped or services performed. Unless the Company cardholder requests correction or replacement of a defective or faulty item under other Agreement requirements, Contractor must immediately credit the Company’s account for Goods returned. Notwithstanding the terms of any agreement between Company and the Card Issuer, Contractor agrees that all disputes arising between Contractor and Company relating to the Work shall be resolved pursuant to the terms of this Agreement.Payments otherwise due may be withheld on account of defective Work not remedied, claims made or liens filed, damage by Contractor to Company or others not adjusted, failure to make payments to Subcontractors, failure to provide the required information on submitted invoices, or for any other failure to perform in accordance with the Agreement; provided, however, that the amount of payments withheld shall not exceed the reasonably estimated amount in dispute. All Contractor invoices shall reference (i) the Agreement, (ii) the Scope of Work, (iii) the Purchase Order and (iv) any other applicable reference numbers. Such invoices shall also contain a complete description of all charges submitted in the format requested by Company.In making payments hereunder, Company shall be entitled to conclusively presume that payment information furnished by Contractor is accurate, including account number(s) and name of payee. In no event shall Company make a subsequent payment where the first payment is made in accordance with such information, unless the first payment has been returned in full to Company. All payments shall be in U.S. dollars.When requested, Contractor shall provide to Company an itemized schedule of quantities and values of the various functions necessary to perform the Work prior to the end of each month for Company’s accrual purposes. Contractor shall use Company's system of accounts to submit any itemized cost breakdown requested by Company.Contractor irrevocably agrees that acceptance by Contractor of final payment shall fully and completely release Company from all claims and demands that Contractor may have or has against Company and/or its corporate affiliates and their respective officers, directors, employees, agents, representatives and customers arising out of, resulting from, or in any way connected with the Work performed by Contractor pursuant to the Agreement, including any Scope(s) of Work and related Purchase Order(s). Contractor further acknowledges and agrees that such final payment, together with all payments made prior to the final payment, constitutes full payment of all amounts due Contractor under the Agreement, including under any Scope(s) of Work and related Purchase Order(s) and all amounts due for all claims of any type and all extra Work. In accepting the final payment, Contractor further warrants and represents that all claims, bills, payrolls, expenses, costs, taxes, and other indebtedness incurred in connection with the Work performed pursuant to the Agreement, including Scope(s) of Work and related Purchase Order(s) have been paid in full.RIGHT TO AUDIT.Contractor shall maintain accurate and satisfactory records and books of account in accordance with sound accounting principles to evidence compliance with this Agreement. Contractor’s records and books shall present all costs and expenses utilized either directly or indirectly in computing any charges to Company. Upon ten (10) days prior written notice, Contractor shall provide Company and its representative(s) access to Contractor’s records and books (including but not limited to Contractor’s electronic data files), for verification of Contractor’s compliance with the Agreement. Contractor shall secure for Company the same rights with respect to the records and books of its Subcontractors (including but not limited to electronic data files maintained by its Subcontractors). The records and books of account of both Contractor and Subcontractors, in either electronic or paper format as kept by Contractor or Subcontractors in their ordinary course of business, shall be made available upon request during the term of the Agreement, and for a period of thirty-six (36) months after the completion of all Work under the Agreement (or any longer period required by Applicable Laws).TAXES.As part of the Work, Contractor shall be solely responsible for the administration and payment of: a) all Taxes imposed by Applicable Laws on Contractor’s use, consumption, or storage of tangible personal property or services in its performance of the Work; b) all payroll, employment, unemployment, withholding and other employment-related Taxes applicable to Contractor or Contractor’s employees; c) all federal, state, and local government Taxes which may be assessed on Contractor’s net income; d) all engineering, occupational, and business license Taxes assessable against Contractor; e) all property taxes assessed on real or personal property owned by Contractor (except as stated in Section 22.3); and f) all other Taxes of any kind customarily borne by contractors or suppliers performing work similar to Contractor’s Work, but excluding those Taxes provided in Sections 22.2 and 22.3. In addition, Contractor agrees to reimburse Company for any Taxes described in this Section?22.1 that are paid by Company, if such Taxes are imposed by Applicable Laws on, but are unpaid by, any Subcontractor.The Company shall reimburse Contractor for all Taxes imposed by Applicable Laws on Contractor’s sale of tangible personal property or taxable services to Company. Contractor shall indicate as separate line items on all invoices to Company (or any similar document requesting payment) each specific item of tangible personal property or service for which Contractor seeks to collect any Taxes, the price for each such item of tangible personal property or service, the type of Taxes (e.g., sales tax) sought to be collected, the amount of any Taxes sought to be collected, and shall maintain records showing the jurisdiction(s) to which such Tax(es) will be paid. Contractor shall provide assistance as reasonably requested by Company in determining eligibility for exemptions and/or exclusions from such Taxes.? In addition, Contractor shall accept all valid exemption certificates provided by Company in good faith. After Final Acceptance and within thirty (30) days of a request therefore, Contractor shall provide to Company any information regarding quantities, descriptions and prices of tangible personal property or services sold to Company which Company deems relevant to the preparation and submission of its tax returns or any tax refund pany shall pay a) all property taxes assessed on real or personal property at the Site that is owned by the Company; b) all property taxes assessed on real or personal property that has been incorporated into the Work and title to which has passed to Company, and all property taxes assessed on personal property that is stored on the Site and will be incorporated into the Work, when title to which has passed to Company; and c) all Taxes imposed by Applicable Laws on tangible personal property and taxable services sold by Contractor to Company for which Company has provided Contractor a valid direct pay certificate or other valid exemption certificate(s).BONDS/LETTERS OF CREDIT AND CONTRACTOR FINANCIAL STATEMENTS.Where required in the Scope of Work and related Purchase Order(s) or elsewhere in the Agreement or these General Conditions, Contractor shall furnish bond(s) and/or an irrevocable letter(s) of credit, as applicable, securing the performance of the Agreement, with such surety(ies) and/or financial institution(s) acceptable to Company in its sole discretion. Contractor shall deliver the bond(s) and/or letter(s) of credit to Company no later than the date of commencement of the Work or as otherwise specified by pany shall have the right to request of and receive from Contractor from time to time the annual and most recent financial statements of Contractor and its Affiliates. The financial statements required to be produced shall include, at a minimum, the balance sheet, income statement, statement of cash flows and, if available, footnotes to the financial statements and any written transmittal (such as an opinion or statement of review) by independent accountants. Contractor represents and warrants that all such financial statements as provided to Company shall (i) be true, correct and complete, (ii) fairly state the financial condition of the Parties named in such financial statements, and (iii) be presented in accordance with generally accepted accounting principles, consistently applied. Such financial statements shall be delivered to Company, to the attention of the Company representative from whom Company's request was received, within five (5) business days after Contractor's receipt of Company's request.TRAVEL EXPENSES.For agreed to reimbursable travel, Contractor shall make its own travel arrangements and must utilize the lowest cost airfare available taking into account the time needs of the Work. Contractor's invoice must provide documentation to substantiate all charges. Notwithstanding the foregoing, all such expenses must be in accordance with Company's then current guidelines regarding payments to contractors for travel expenses. Company will pay no additional amounts for travel related expenses in connection with firm price agreements.TERMINATION FOR pany may, at its option, terminate the Agreement in whole or in part at any time by written notice thereof to Contractor, whether or not Contractor is in default.Upon any such termination, Company shall pay for all Work completed to the reasonable satisfaction of Company, not to exceed the total price of the Agreement, as amended by Change Orders. No amount shall be allowed for overhead or anticipated profit on unperformed Work. Upon receipt of any notice of termination for convenience and unless the notice requires otherwise, Contractor shall forthwith:Discontinue the Work (including the removal of workers and all other Contractor agents from the Project Site);Place no further orders or subcontracts as to the Work other than as may be necessary for completion of any such portion of the Work under the Agreement that is not terminated;Make best efforts to obtain cancellation upon terms satisfactory to Company of all orders and subcontracts to the extent they relate to the performance of the Work terminated;As directed by Company, assist Company in the maintenance, protection and disposition of materials, supplies or property acquired pursuant to the Agreement; andDeliver to Company all Documents, Drawings, reports, plans, specifications, data, estimates, summaries and other material and information, whether or not complete, related to the Work.TERMINATION FOR pany may, by written notice of default to Contractor terminate the whole or any part of the Agreement if:Contractor or its Subcontractors fail to perform any of their obligations under the Agreement or fail to make progress so as to endanger timely completion of the Work, and Contractor does not cure such failure within five (5) business days after receipt of notice by Company, or provide a plan that is acceptable to Company, in the sole discretion of Company, to commence a cure within five (5) business days after receipt of notice and diligently and continuously pursue a cure thereafter;Contractor breaches its obligations as set forth in of Article 17.2 (Contractor Warranties) orContractor is generally unable to pay its debts as they come due, or makes an assignment for the benefit of creditors; or Contractor applies for or consents to the appointment of any receiver, trustee or similar officer for it or for all or any substantial part of its property, or such a receiver, trustee or similar officer is appointed without the application or consent of Contractor, and such appointment continues undischarged for a period of thirty (30) days; or Contractor institutes (by petition, application, answer or otherwise) any bankruptcy, insolvency, reorganization, readjustment of debt, dissolution, liquidation or similar proceeding under the laws of any jurisdiction, or any such proceeding is instituted against Contractor.In the event Company terminates the Agreement as provided in this Article 26, Company may at its option arrange for completion of the Work. Contractor shall be liable to Company for all costs incurred by Company to cure Contractor's default, as well as indemnification of Company for third party costs, expenses and other damages of any kind or nature incurred by Company as a consequence of default by Contractor or its Subcontractors.Unless otherwise stated in the notice, upon receipt of notice of termination for default, Contractor shall:Immediately discontinue the Work or the relevant portion of the Work on the date and to the extent specified in the notice; and;Place no further orders or subcontracts as to the Work, other than as may be necessary for completion of any such portion of the Work that is not terminated;Make every reasonable effort to obtain cancellation upon terms satisfactory to Company of all orders and subcontracts to the extent they relate to the performance of the Work terminated;As directed by Company, assist Company in the maintenance, protection and disposition of materials, supplies, property or the like acquired pursuant to the Agreement; andDeliver to Company all Documents, Drawings, plans, specifications, data, estimates, summaries or other material and information whether completed or in process related to the Work.If after delivery of notice of termination it is determined for any reason that Contractor was not in default, Contractor's sole remedy shall be the same as if Company terminated the Agreement for convenience pursuant to Article 25 of these General Conditions.The rights and remedies of Company provided in this Article 26 shall be in addition to the rights and remedies provided at law or equity or otherwise under the Agreement. No failure or delay on the part of Company in exercising any right shall operate as a waiver thereof.CONFIDENTIAL INFORMATION.The Parties shall maintain the confidentiality of all information secured from the other Party in connection with the Agreement. Such confidential information of the other Party, which includes but is not limited to records, books, financial data, projections, and customer, employee and vendor information furnished to or by a Party, together with any analyses, compilations, studies, reports or other documents based in whole or in part upon such information, shall not be divulged to any third party and shall not otherwise be exploited commercially by the non-disclosing Party, except with prior written consent of the disclosing Party or as compelled by Applicable Law. If either Party is or could be legally compelled to make disclosure of confidential information, the non-disclosing Party will notify the disclosing Party prior to making such disclosure and take all available steps to limit the effects of such disclosure and if possible, require the Parties to whom the information is disclosed to maintain the confidentiality of such information.This Article 27 and the restrictions contained herein shall not apply to any data and documentation: Which is in the public domain at the time it was disclosed or at any time thereafter;Which was already known to the non-disclosing Party at the time of disclosure;After three (3) years from the date of completion of any Work under this Agreement under which the Confidential Information was disclosed, unless (i) the restriction applies to a trade secret, in which case the restriction shall not expire, and/or (ii) is subject to a longer restriction by a Third Party, and/or (iii) it is “Critical Infrastructure Protection Information” as defined herein, in which case, the restriction shall not expire.;Which is independently developed by the non-disclosing Party; orWhich becomes known to the Party from an independent source, where such source has not violated an agreement of confidentiality.Notwithstanding the preceding, Company may disclose or otherwise make available such Contractor Confidential Information (i) to its attorneys, employees, agents and representatives, (ii) pursuant to Applicable Law, including, without limitation, court order, subpoena and regulatory rules or advice, and (iii) to a third party with whom Company contracts for maintenance, operation, training, modification, repair or consultation, provided that said third party agrees to be bound in writing by similar limitations on use and disclosure of such data as contained herein. Company agrees to take all reasonable action by instruction to its employees who are permitted access to Contractor Confidential Information to satisfy its obligations under this Article 27.Upon termination or expiration of this Agreement for any reason, each Party will return or destroy (at the other Party’s choice) all Confidential Information owned by such other Party then in its possession (except to the extent such Party is required by law to maintain such Confidential Information) and, if applicable, provide a certification of such destruction; provided however that Company may retain Contractor’s Confidential Information to the extent appropriate in connection with the use or operation of Goods or services provided by Contractor.In addition to the requirements of Section 27.1 regarding Contractor's treatment of Confidential Information of Company, Contractor agrees that:Company is a public utility subject to Federal Energy Regulatory Commission (FERC) standards of conduct rules regarding disclosure of non-public transmission function information to its merchant function and marketing affiliate personnel (18 C.F.R. Part 358 effective November 26, 2008); andIf the Work involves the transmission assets of Company, Contractor will not reveal any non-public transmission function information to any Person employed by Company in a sales or marketing function of Company or by an energy affiliate (as those terms are defined in 18 C.F.R. Part 358). Contractor shall strictly comply with any communication protocols established by Company to prevent the disclosure of non-public transmission function information with respect to the performance of Work; andContractor certifies on behalf of itself and its employees, agents and representatives that it and they are aware of the requirements of 18 C.F.R. Part 388. Contractor further certifies that after diligent review of 18 C.F. R. Part 388, it has no reason to believe that it or any of its employees, agents or representatives who may be granted access to Confidential Information that is also Critical Energy Infrastructure Information would be restricted from access to such Critical Energy Infrastructure Information pursuant to 18 C.F.R. Part 388.“Critical Energy Infrastructure Information” (CEII) as used in this Agreement means information that has been previously designated as CEII when filed with the FERC, or all information disclosed to Contractor or its representatives, by Company in connection with the Work, including information about proposed or existing critical infrastructure that: (i) relates to the production, generation, transportation, transmission, or distribution of energy; (ii) could be useful to a person in planning an attack on critical infrastructure; (iii) is exempt from mandatory disclosure under the Freedom of Information Act, 5 U.S.C. 552; and (iv) does not simply give the location of the critical infrastructure. “Critical infrastructure” as used in this Agreement means systems and assets, whether physical or virtual, that are so vital to the United States that the incapacity or destruction of such systems or assets would have a debilitating impact on the security, national economic security, national public health or safety, or any combination of those matters. Contractor agrees not to use CEII that is Confidential Information for purposes other than in connection with the Work. In addition to the requirements of Sections 27.1 and 27.5 regarding Contractor’s treatment of Confidential Information of Company, Contractor agrees that:Company is a registered entity subject to North American Electric Reliability Corporation (NERC) mandatory electric reliability standard approved by FERC pursuant to Section 215 of the Federal Power Act, including NERC standards related to Critical Infrastructure Protection (CIP); andIf the Work involves work on or access to Company equipment designated by Company as a Critical Cyber Asset (CCA) as defined by NERC, or work on or access to areas containing one or more CCAs, Contractor shall be deemed a contractor or service vendor subject to Company’s CIP compliance program.? Contractor shall comply with all CIP compliance protocols and procedures established by Company and applicable to Company Personnel related to CCAs and ESPs.? To the extent necessary, Company and Contractor may develop supplemental terms setting forth specific protocols or procedures applicable to Contractor and Contractor Personnel prior to work on or access to Company CCAs.? To the extent necessary, Company and Contractor may develop supplemental terms setting forth specific protocols or procedures applicable to Contractor and Contractor Personnel prior to work on or access to Company CCAs or related information.? Such supplemental terms or protocols may include, but are not limited to, Personnel risk assessments (PRAs), training, access controls, and information protection requirements.Contractor shall notify Company within 12 hours if the assignment of Contractor or Subcontractor Personnel with access to a Company asset, system or worksite has changed, such that the Personnel no longer requires access to such Company asset, system or worksite for any reason, including but not limited to change in job function, retirement, resignation or involuntary termination of service of any Personnel.In the event the Applicable Law governing these notification requirements is amended, with the effect of shortening any required notice periods, then Contractor shall provide the required notice to Company within one-half (1/2) the time required under the amended Applicable Law.For purposes of these Subsections 27.6.3 and 27.6.4 only, Contractor shall give the required notice by telephone to the Xcel Energy Security Operations Center (1-612-330-7842), to be followed up in an email writing to secopctr@.NOTICE OF CLAIMS AND LIENS. Contractor agrees not to assert or pursue any claim against Company for damages of any kind or nature unless written notice thereof shall have been given to Company within ten (10) days after the occurrence giving rise to such damages.In the event Company is notified in writing of a third party claim or claims arising from the Work performed by Contractor, Company shall notify Contractor of such claim or claims and Contractor shall appoint a representative who will have the authority to settle any claims, subject to the prior approval of any settlement terms by Company. If Contractor fails to appoint a representative to settle such claims, Company shall have the right to make settlement thereof and charge the same to Contractor.Contractor shall not allow lien claims, third party interests or any encumbrances to be (i) filed against Company, or (ii) placed upon the Work and/or Company property. Contractor further agrees to defend, indemnify, save and hold harmless Company from and against all such claims, damages and expenses, including liens of Subcontractors, laborers, equipment suppliers, service providers and other persons or entities arising out of, resulting from or in any way connected with the Work performed (or omitted to be performed) under or pursuant to this Agreement, including any Scope(s) of Work and related Purchase Order(s). If a lien or encumbrance has been filed or noticed, Contractor shall bond-over the lien or encumbrances not later than the earlier of five (5) days after the lien or encumbrance has been filed or notice has been received. If Contractor chooses to bond-over the lien or encumbrance, the amount of the bond shall not be less than one hundred fifty percent (150%) of the claim. Any such bond shall survive the termination or expiration of the Agreement. Contractor will furnish, when requested by Company, written evidence that all claims, bills, payrolls, costs, taxes and other indebtedness, incurred in connection with the Work, have either been paid in full or bonded-over, including, without limitation, releases or waivers of all liens and claims of Contractor, its Subcontractors and laborers. If any liens, claims or other encumbrances are outstanding against Contractor or Company as a consequence of the Work, Company may retain from money due Contractor sufficient amounts to indemnify and hold Company harmless.INDEMNITY.Contractor shall defend, indemnify, save and hold harmless Company, its officers, directors, employees, representatives and agents (the “Indemnified Party”), against all third party claims and liability, to the fullest extent allowed by Applicable Law, including but not limited to reasonable attorneys' fees, settlement fees, costs of investigation and defense arising out of, or in any way connected with the Work or Contractor's (and all of its Subcontractors') negligent performance, wrongful act(s) or omission(s) or breach of performance under and pursuant to the Agreement and any Scope(s) of Work and related Purchase Order(s), whether or not materials, equipment or property were or are owned by Company. ?Contractor's indemnification obligations shall include, without limitation, claims, damages, penalties, forfeitures, suits, losses, and/or demands arising from (i) claims by third parties for loss or damage to property or personal injuries, including death; (ii) claims for remediation of natural resources damage other environmental response costs of any kind; and (iii) claims for any violation of Applicable Law, arising out of, in any way connected with, or resulting from the Work. ?Without limiting the generality of the foregoing, claims for which Contractor may be or is alleged to be liable shall apply to the indemnity provisions hereof. ?Judgments or verdicts rendered as a result of the negligent or intentional acts of an Indemnified Party shall be the responsibility of the Indemnified Party but only to the extent of that liability. ?The indemnification obligations hereunder are not limited by insurance coverage.Notwithstanding anything to the contrary in Section 29.1, Indemnified Party may defend a claim with counsel of its own choosing and without Contractor’s participation if: (a) the claim is one for which Indemnified Party gave Contractor notice, and Contractor fails to assume the defense or refuses to defend the claim; or (b) the claim seeks only an injunction or other equitable relief against Indemnified Party; or (c) Indemnified Party reasonably believes: (i) that there are one or more legal or equitable defenses available to it that are different from or in addition to those available to Contractor; and (ii) counsel for Contractor could not adequately represent the interest of Indemnified Party because (x) such interest could be in conflict with those of Contractor, or (y) the defense requires a specialized expertise or knowledge particular to the Indemnified Party or its business operations; or (iii) such action or proceeding involves, or could have a material effect on, any material matter beyond the scope of the indemnification or defense obligations of Contractor.If Indemnified Party assumes control of the defense under Section 29.2, Contractor shall: ? (a) fully cooperate with Indemnified Party and its counsel in connection therewith; (b) reimburse Indemnified Party promptly and periodically for the costs incurred in defending against the claim (including attorneys' fees and expenses); and (c) remain responsible to Indemnified Party for any losses indemnified under Section 29.1.INFRINGEMENT.Royalties and fees for patents, trademarks, copyrights or trade secrets related to designs, materials, articles, apparatus, devices, equipment or processes and the like ("Design(s)") used in or created pursuant to the Agreement, are included in the Agreement price. Contractor shall, at its own expense, hold harmless and defend Company against any claim, suit or proceeding brought against Company which is based upon any claim that manufacture, sale or use of any such Design, material, article, apparatus, device, equipment or process, or any part thereof, constitutes an infringement of any patent, trademark, copyright or trade secret or any other proprietary right of a third party, and Contractor shall pay all defense costs and damages and costs awarded against Company, including attorneys' fees resulting therefrom. If any Design(s), or any part thereof, is found to constitute infringement and/or its use is enjoined, Contractor shall, at its own expense, subject to the following provisions, either: (i) procure for Company an irrevocable, royalty-free license to continue Company's use of the Design(s), (ii) with Company's prior written approval, replace the same with equal but non-infringing Design(s), or (iii) with Company's prior written approval modify the Design(s) so it becomes non-infringing, provided that no such replacement or modification shall in any way amend or relieve Contractor of its obligations set forth in the Agreement, including these General Conditions.Notwithstanding any proprietary legends or claims of copyright, Company may copy or reproduce documents and information furnished by Contractor and distribute such copies or reproduction to others in connection with the Project. Contractor is responsible for obtaining necessary permission and releases from any third parties and shall, at its own expense, hold harmless and defend Company against any and all claims, suits or proceedings based upon any claim that a proprietary right or copyright has been infringed.LIMITATION OF LIABILITY.In no event shall Company be liable to Contractor for any special, incidental, indirect, punitive or consequential loss or damage whether or not such loss or damage is caused by the fault or negligence of Company, its employees, or agents. Company's liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from the Agreement or from performance or breach thereof shall in no case exceed the dollar amounts paid under approved invoices to Contractor by Company.In no event shall Contractor be liable to Company for any special, indirect or consequential loss or damage whether or not such loss or damage is caused by the fault or negligence of Contractor its employees, agents or Subcontractors. This exclusion of liability for special, incidental, indirect, punitive or consequential loss or damage applies to loss of profits or revenue, cost of capital, loss of use of equipment or facilities, cost of purchased or replacement power or claims of customers due to loss of service. This exclusion does not apply to breaches of obligations set forth in Articles 27, 35, 36 and 37, claims requiring indemnification under Articles 29 and 30 of these General Conditions or to Contractor’s liability to Company pursuant to Section 17.4 above, or if the Agreement is terminated by Company for default pursuant to the Agreement, including Article 26 of these General Conditions.Contractor shall not be liable to Company for damages that exceed twice the total value of the Work plus any applicable Change Orders. This limitation of liability does not apply to damages due to claims of: indemnification per Articles 29 and 30 of these General Conditions; loss or damage for breach of the Agreement pursuant to a termination for default under or pursuant to Article 26;breaches of confidentiality set forth in Article 27; damages as a result of a Contractor Security Breach directly resulting in an unauthorized acquisition and/or misuse of CIP Information (provided that to the extent a breach is caused in part or in whole by Company, then the respective losses and damages will be apportioned between Contractor and Company on a contributory basis); breach of Offshore Work and Data Transfer obligations set forth in Article 35; breach of warranty; orbreach of Contractor's obligation not to process Personal Data under Article ERNING LAW; DISPUTES.The Parties agree that all disputes arising out of the Agreement shall be subject to this Article 32. The internal laws of the following state(s), without regard to conflicts of laws provisions, indicated below govern the Agreement and any action brought with respect to the Agreement shall be brought in the corresponding location designated:Minneapolis, Minnesota – for contracts between (i) Contractor and Northern States Power Company (Minnesota), or (ii) Contractor and Xcel Energy Services Inc.Denver, Colorado – for contracts between Contractor and Public Service Company of Colorado.Amarillo, Texas – for contracts between Contractor and Southwestern Public Service Company.Eau Claire, Wisconsin – for contracts between Contractor and Northern States Power Company (Wisconsin).The Parties hereby disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods (1980).INDEPENDENT CONTRACTOR.The Parties expressly agree that Contractor is an independent contractor and is not an employee, partner or joint venturer of Company. Contractor shall (i) exercise its independent professional judgment in the performance of the Agreement, and (ii) supply the manner and means of performance of the Work hereunder. Contractor, its Subcontractors and their respective employees, agents and other representatives shall not have the right to represent or bind Company in any manner.Contractor and its Subcontractors are directly and solely responsible for the safety of their respective agents, employees and other representatives. Company in no way assumes any of the duties, obligations or liabilities attributed to Contractor under the Agreement. Contractor shall immediately report via telephone and in writing to a Company representative all accidents in connection with the Work that result in death, personal injury, or property damage.Any and all agents, employees and Subcontractors of Contractor provided to perform the Work shall be the agent, employee or Subcontractor of Contractor. Contractor shall be solely responsible for the wages, salary, overtime, taxes, benefits (if any) and any and all other payments or benefits owed to an agent, employee or Subcontractor of Contractor for Work provided under or pursuant to the Agreement. No Contractor's employee shall be entitled to any retirement, welfare, fringe or other benefit provided by Company to its employees.If for any reason an investigation is conducted or a proceeding commenced by any Governmental Body, the purpose of which is to determine whether for any reason a Contractor's employee is an employee of Company, Contractor shall assist and cooperate with Company in preparing a response to or defending against, as the case may be, any such investigation or proceeding or the appeal of any such investigation or proceeding. Contractor shall reimburse Company for any and all reasonable costs Company incurs in the preparation and presentation of its response to any such investigation or proceeding; provided, however, that Contractor shall not be responsible for such costs to the extent such costs are caused by a breach by Company of the Agreement.If it is determined by a Governmental Body that a Contractor's employee is an employee of Company and Company elects not to appeal such determination or such determination shall not be appealable, Contractor shall reimburse Company for any damages or costs or penalties of any kind which Company is ordered to pay by the Governmental Body. The Parties further agree that if a Governmental Body determines that a Contractor's employee is an employee of Company, such Contractor's employee shall be considered to be an employee of Company only and solely to the extent set forth in the determination of the Governmental Body and for no other purpose.ASSIGNMENT AND SUBCONTRACTING.Contractor shall not assign the Agreement, or any part thereof, nor delegate in whole or in part, its responsibilities hereunder, without the prior written consent of Company. Unless otherwise agreed to in writing by Company, no assignment will release or discharge Contractor from any obligations under the Agreement.Contractor may not subcontract its responsibilities under the Agreement without the prior written permission of Company. To the extent Company agrees to allow Contractor to subcontract any portion of the Work, Contractor shall ensure that all Subcontractors are bound by the terms of the Agreement, including these General Conditions, in a writing executed by Contractor and Subcontractor. Company shall be and is an intended third party beneficiary of any Subcontractor agreement. Any delegation of the Work through subcontracting shall not relieve Contractor of its responsibilities under the Agreement nor result in extra cost or liability to Company.OFFSHORE WORK AND DATA TRANSFER.Contractor shall not perform the Work (i) in locations outside the United States ("Offshore Locations"), or (ii) by Personnel, agents or Subcontractors located outside the United States (collectively "Offshore Personnel") or who are Foreign Nationals, without first obtaining the Company's prior written consent. Contractor shall not (i) transfer the Company's Confidential Information to Offshore Locations, or (ii) access the Company's Confidential Information or Company systems from Offshore Locations and/or by Offshore Personnel, without first obtaining the Company's prior written consent. All requests for consent shall (i) be in writing, (ii) identify the Offshore Personnel and specify the relevant Offshore Locations, and (iii) be sent to the Company representative listed in the Notice Section of the Agreement. Any written consent issued by the Company shall only apply to the identified Offshore Personnel and specified Offshore Locations. Any desired changes of Offshore Personnel or Offshore Locations shall require a new consent from Company. The Company's consent may be conditioned on Contractor complying with additional and/or different terms (e.g. additional security screening).For purposes of this Section 35, a "Foreign National" is any person who is not: (a) a citizen of the United States; (b) a permanent resident of the United States having a permanent residence card (Green Card), or (c) a political refugee, political asylum holder or other person protected under Applicable Laws.SECURITY BREACH NOTIFICATION - CONFIDENTIAL INFORMATION.Security Breach. Contractor will notify Company promptly, but in no event later than forty-eight (48) hours of any actual or reasonably suspected Security Breach, by calling Company's Security Operations Center at (612) 330-7842 and transmitting a written follow-up to such oral notice no later than three (3) days thereafter. Each Party will provide all necessary and reasonable cooperation to the other with respect to the notification, investigation, and prosecution of the Security Breach. Unless attributable wholly and directly to Company, Contractor will promptly (i) take all reasonable measures to remediate any such Security Breach, (ii) provide Company a written report describing the actions Contractor has taken to remediate the Security Breach, (iii) provide Company a written plan identifying the measures Contractor will implement to avoid any subsequent Security Breach of a similar nature, and (iv) comply with all confidentiality, security and other laws as may be applicable to the use, unauthorized access, confidentiality, and security of any Confidential Information subject to the Agreement, and procedures relating to the foregoing. Notwithstanding the foregoing, Contractor is permitted to comply with all Applicable Laws to which it is subject.Security Assessment and Verification. Contractor will provide reasonable cooperation to Company (and any governmental authorities with jurisdiction in connection with a security assessment requested by Company) to assess and verify Contractor's data security systems and procedures in order to confirm Company's and Contractor's respective and collective compliance with its obligations in this Section and with Applicable Law.PERSONAL DATA.Contractor shall not collect, store, use, disclose, dispose of or otherwise process Personal Data in connection with performing any Work unless specifically authorized by Company in writing.EQUAL EMPLOYMENT OPPORTUNITY.The Diversity Requirements For Contracts, attached hereto as Attachment 1, are hereby incorporated into these General Conditions.THIRD PARTY BENEFICIARIES.Except for the third parties described or named in the Agreement, including these General Conditions, no provision of the Agreement shall in any way inure to the benefit of any third person so as to make any such person a third party beneficiary of the Agreement or of any one or more of the terms of these General Conditions.PUBLICITY.Contractor shall not make any announcement or release any information, publicity or photographs concerning the Agreement or the Project or any part thereof to any member of the public, press or any official body, unless prior written consent is obtained from Company.HEADINGS.Article headings and titles are included for the convenience of the Parties and shall not affect the meanings of the terms or conditions hereof.SEVERABILITY.In the event any words, phrases, clauses, sentences or other provisions hereof are invalid or violate any Applicable Law, such offending provision(s) shall be ineffective to the extent of such violation without invalidating the remainder of the Agreement, and the remaining provisions of the Agreement shall be construed consistent with the intent of the Parties hereto as closely as possible, and the Agreement, as reformed, shall be valid, enforceable and in full force and effect.SURVIVAL. In the event of termination or expiration of the Agreement, the following sections (in their entirety) and subsections of these General Conditions shall survive any such termination or expiration: Articles 8.4 (Quality Management), 17 (Contractor Warranties), 18 (Insurance), 21 (Right to Audit), 22 (Taxes), 23 (Bonds/Letters of Credit), 27 (Confidential Information), 29 (Indemnity), 30 (Infringement), 31 (Limitation of Liability), 32 (Disputes), 35 (Offshore Work and Data Transfer), 36 (Security Breach Notification – Confidential Information), 37 (Personal Data), 39 (Third Party Beneficiaries), 40 (Publicity), 41 (Headings), 42 (Severability), 43 (Survival) and 44 (Entire Agreement and Waiver).ENTIRE AGREEMENT, WAIVER AND AMENDMENT.The Agreement constitutes the entire and sole agreement between the Parties concerning the subject matter of the Agreement and all prior negotiations, representations, understandings or agreements are not part of the Agreement and shall have no force or effect. Any waiver by either Party of any provision or condition of the Agreement must be in writing and signed by the Party to be bound. No such waiver shall be construed or deemed to be a waiver of any other provision or condition of the Agreement, nor a waiver of subsequent breach of the same provision or condition.As necessary to safeguard the privacy, security, and confidentiality of information processed in connection with the Work, during the term of the Agreement, Company may propose (1) changes to the privacy, security, and confidentiality terms set forth herein; or (2) additional terms addressing privacy, security, and confidentiality. Contractor shall negotiate such requested revisions or additional terms in good faith.The Agreement may not be amended except by written agreement between the Parties.[The remainder of this page has been intentionally left blank]ATTACHMENT 1: DIVERSITY REQUIREMENTS FOR CONTRACTS Section I: General ObligationsSupplier acknowledges that Company, as a government Supplier, is subject to various orders and regulations regarding equal opportunity and affirmative action. These federal, state, and local orders and regulations may also be applicable to Supplier and that all applicable equal opportunity and affirmative action requirements (the “Requirements”) shall be incorporated herein as required by Applicable Laws.Supplier acknowledges that Company prohibits discrimination on the basis of race, color, religion, sex, national origin, actual or perceived sexual orientation or gender identity of an individual, or physical or mental disability, in terms of both employment and procurement opportunities. Company values diversity among its customers, employees, and suppliers.Supplier acknowledges that Company may require related good faith efforts regarding equal opportunity and affirmative action requirements. Supplier agrees to comply with all of the Requirements and to incorporate the Requirements in its own agreements to the extent required by law and Company guidelines.Supplier acknowledges and agrees that its failure to comply with the Requirements and good faith efforts outlined within may result in an order by or from any Governmental Body or authorized company contracting agent barring Supplier from continuing to perform work pursuant to government contracts or subcontracts. The entry of any order barring Supplier from performing work pursuant to a government contract shall constitute a default of this Agreement.In addition, Supplier shall inform Company within seven (7) days of receiving an order to show cause from any governmental entity or authorized company contracting agent relating to any issue between Supplier and that entity regarding the applicability of the Requirements to Supplier (an “Enforcement Event”). This Agreement shall be terminable, in Company’s sole discretion, upon notice to Supplier, any time after Company receives notice of an Enforcement Event unless Supplier, prior to receiving the notice of termination, either (a) enters into a formal agreement with the governmental entity or authorized company contracting agent resolving the issue or (b) obtains a final decision that the Requirements are not applicable to Supplier.Supplier shall be responsible for all company reporting requirements related to the supplier Diversity Program. These reporting requirements include completion of the Subcontracting Utilization Report for all contracts greater than $100,000 and the Small Business Subcontracting Plan for all contracts greater than $500,000 for goods and services contracts and $1,000,000 for construction contracts. In addition, Contractor shall submit in a timely manner reporting documents certifying utilization performance.Section II: Clauses Incorporated by ReferencePursuant to 48 C.F.R. Section 52.252-2, this Agreement incorporates one or more clauses by reference and excerpts, with the same force and effect as if they were given in full text. Upon request, Company will make their full text pany is an equal opportunity employer and federal contractor or subcontractor.? Consequently, the parties agree that, as applicable, they will abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. ?These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin.? These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.? The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor pany is an Equal Opportunity Employer and complies with Executive Orders 11246, 13496, and 13672 and hereby provides notice of its compliance with FAR 52-222-26, 29 CFR Part 471, Appendix A to Subpart A, 41 C.F.R. 60-1.4, 41 C.F.R. 60-250.5, 41 C.F.R. 60-741.5, 48 C.F.R. 52-219-8: Utilization of Small Business Concerns, 48 C.F.R. 52-219-9: Small Business Subcontracting Plan, 48 C.F.R. 52.219-10: Incentive Subcontracting Program, 48 C.F.R. 52.222-21: Prohibition of Segregated Facilities, 48 C.F.R. 52.222-22: Previous Contracts and Compliance Reports, 48 C.F.R. 52.222-23: Notice of Requirement for Affirmative Action To Ensure Equal Employment Opportunity for Construction, 48 C.F.R. 52.222-24: Pre-award On-Site Equal Opportunity Compliance Evaluation, 48 C.F.R. 52.222-25: Affirmative Action Compliance, 48 C.F.R.52.222-26: Equal Opportunity, 48 C.F.R. 52.222-27: Affirmative Action Compliance Requirements for Construction, 48 C.F.R. 52.222-29: Notification of Visa Denial, 48 C.F.R. 52.222-35: Equal Opportunity for Veterans, 48 C.F.R. 52.222-36: Affirmative Action for Workers With Disabilities, 48 C.F.R. 52.222-37: Employment Reports on Veterans, 48 C.F.R. 52.222-38: Compliance with Veterans' Employment Reporting Requirements, and 48 C.F.R. 52.222-40: Notification of Employee Rights Under the National Labor Relations Act, which are hereby incorporated by reference.Data Privacy, Confidentiality and SecurityThe terms and conditions of this Attachment shall be read in conjunction with the terms of the Agreement, and to the extent that any clause herein is determined to be in conflict with the terms of the Agreement, the terms in this Attachment shall take precedence. Unless otherwise defined, the capitalized terms in this Attachment shall have the same meaning as such terms in the Agreement to which it is attached and incorporated by this reference. Definitions“Company Requirements” means Company requirements regarding the privacy, confidentiality or security of Confidential Information outlined in this Agreement or otherwise provided to Contractor in writing.“Company Systems” means any computing device, programmable electronic device, computer network, computer application, electronic imaging device, electronic storage device, mobile computing device, hosted computing systems (including cloud infrastructure systems) or software/firmware owned, licensed or leased by Company, or operated by a third party on behalf of Company.“Industry Standards” means industry standards and best practices relating to the privacy, confidentiality or security of the Confidential Information that Contractor is Processing in connection with the Agreement. “Information Security Incident” means any actual or reasonably suspected: (i) loss or theft of Confidential Information; (ii) unauthorized use, disclosure, acquisition of or access to, or other unauthorized Processing of Confidential Information that reasonably may compromise the privacy or confidentiality of Confidential Information; or (iii) unauthorized access to or use of, inability to access, or malicious infection of, Company Systems or Contractor Systems that reasonably may compromise the privacy or confidentiality of Confidential Information.“Information Security Program” means Contractor’s technological, physical, administrative and procedural safeguards, including without limitation, policies, procedures, guidelines, practices, standards and controls that (i) ensure the confidentiality, security, integrity and availability of Confidential Information; (ii) protect against any anticipated threats or hazards to the security and integrity of Confidential Information; and (iii) protect against any Information Security Incident“Infrastructure Data” means Confidential Information regarding transmission assets, transmission data, distribution assets, distribution data, CEII, CIP, CCAs, Company Systems, and/or Company’s infrastructure. Infrastructure Data is a subset of Confidential Information.“Non-Production Data” means Confidential Information that is anonymized, obfuscated, or otherwise modified in such a way whereas the data is not available for use by the Company to conduct business processes.“Personal Data” shall mean any information relating to an identified or identifiable individual (such as name, postal address, email address, telephone number, date of birth, Social Security number or its equivalent, driver's license number, account number, credit or debit card number, personal identification number, persistent online identifier that may be used to identify or contact an individual, health or medical information, or any other unique identifier or one or more factors specific to the individual's physical, physiological, mental, economic or social identity), whether such data is in individual or aggregate form and regardless of the media in which it is contained. Personal Data does not include business contact information. Personal Data is a subset of Confidential Information.“Privacy and Security Laws” means U.S. federal, state and local, as well as foreign, laws and government-issued rules, regulations, guidelines, directives and requirements currently in effect and as they become effective that relate in any way to the privacy, confidentiality or security of Confidential Information and apply to Contractor or Company, and industry standards and best practices relating to the privacy, confidentiality or security of Confidential Information.“Process” or “Processing” means any operation or set of operations performed upon Confidential Information, such as accessing, obtaining, storing, transmitting, using, maintaining, disclosing or disposing of the information.“Production Data” means Confidential Information that is understandable and is available by the Company to conduct business processes.“Contractor Systems” means any computing device, programmable electronic device, computer network, computer application, electronic imaging device, electronic storage device, mobile computing device, hosted computing systems (including cloud infrastructure systems) or software/firmware owned, leased or controlled by Contractor, or operated by a third party on behalf of Contractor.Authority to Process Company Confidential InformationContractor shall Process Confidential Information only on behalf of and for the benefit of Company to carry out its obligations pursuant to the Agreement and Company’s written instructions.As between Contractor and Company, Company is the owner of any and all Confidential Information, and Contractor shall have no ownership rights or interest in Confidential Information.Contractor and its Personnel shall hold confidential any and all Confidential Information.Contractor shall limit access to Confidential Information to its Personnel that have a need to know the Confidential Information as a condition to Contractor ’s performance of services for or on behalf of Company.Contractor shall not Process for marketing purposes, sell, aggregate, analyze or anonymize Confidential Information unless required in connection with the Agreement or authorized in writing by Company.Contractor shall not provide with access to Confidential Information any subcontractor, vendor, or other Third Party unless Contractor has received prior written consent from Company or such access is (i) specifically permitted by this Agreement, or (ii) required by law. Except with respect to disclosures required by this Agreement or by law to: (i) government or other regulatory entities, or (ii) any entity over whose privacy and information security practices Contractor may not exercise control, prior to providing access to Confidential Information to any Third Party, Contractor shall: (i) conduct a reasonable, documented investigation of such Third Party to ensure the Third Party is capable of complying with requirements regarding the privacy, confidentiality and security of Confidential Information that are at least as protective of Confidential Information as the requirements imposed on Contractor under this Schedule (and provide Company, upon demand, written evidence of the investigation); (ii) contractually impose upon such a Third Party the same or substantially similar contractual duties imposed on Contractor by this Schedule; and (iii) contractually secure rights with respect to such Third Party that enable Contractor ’s compliance with this Schedule. In all events, Contractor is and shall remain fully responsible for any act, errors or omission of any Third Party retained by Contractor. Upon request, Contractor must provide evidence of such Third Party’s compliance with this Schedule.Contractor shall not Process Personal Data for a commercial purpose unless required in connection with the Agreement or authorized in writing by Company.Contractor shall cooperate with Company if an individual requests access to or deletion of his or her Personal Data for any reason. At Company's request, Contractor will act on behalf of Company in responding directly to any such pliance with Privacy and Information Security RequirementsContractor shall comply with all Privacy and Security Laws, Industry Standards and Company Requirements applicable to Confidential Information Processed by Contractor under this Agreement.Contractor shall promptly notify Company in writing if Contractor cannot comply with its obligations under this Schedule. If this is the case, Company and Contractor shall use their best efforts to remedy the situation. Company may, in its sole discretion and without penalty of any kind to Company, suspend the transfer or disclosure of Confidential Information to Contractor or access to Confidential Information by Contractor, terminate any further Processing of Confidential Information by Contractor, and terminate the Agreement, if doing so is necessary to comply with applicable Privacy and Security Laws or is required or requested by a regulator or other governmental body.Contractor warrants, represents and covenants that the information Contractor provided in response to Company’s Vendor Information Security Requirements, and any other information Contractor provided to Company regarding Contractor's information security posture, is complete, truthful and accurate.Contractor is responsible for the security of Contractor Systems and any Confidential Information. Contractor agrees that beginning on the date that the services commence under the Agreement, Contractor shall employ and maintain a reasonable Information Security Program and such program shall comply with and adequately address Privacy and Security Laws, Industry Standards, and Company Requirements.During the term of the Agreement, Contractor shall implement and maintain any additional privacy and security safeguards, as directed by Company, in the event of any (i) material changes to any services subject to the Agreement, or any relevant technology or systems; (ii) Information Security Incident; or (iii) the discovery of a material privacy or security vulnerability or weakness, as determined by Company in its sole discretion; provided that the failure of Company to direct Contractor to implement such additional safeguards shall not impact, eliminate or decrease Contractor ’s obligations under this Schedule.Data Processing LocationNeither Contractor nor any Third Party acting on Contractor ’s behalf shall access Confidential Information from or otherwise Process Confidential Information outside the United States, unless Contractor has received Company’s prior written consent. In the event Contractor discovers or reasonably believes that any Confidential Information has been or is being Processed in such jurisdictions, Contractor shall provide prompt notice to Company, and in all events shall provide such notice within forty-eight (48) hours of the discovery.If Contractor or any Third Party acting on Contractor ’s behalf seeks to transfer Personal Data between countries in connection with the Agreement, Contractor shall establish a legal basis for such transfer pursuant to Privacy and Security Laws applicable to the transfer; to the extent such Privacy and Security Laws impose restrictions on cross-border transfers of Personal rmation ManagementContractor shall implement a system to track each instance when Confidential Information is accessed, altered, or checked out. In addition, Contractor shall collect and record information, and maintain logs, planning documents, audit trails, records and reports, concerning: (i) Contractor’s Processing of Confidential Information; and (ii) Information Security Incidents.Contractor shall collect and preserve any information related to its obligations under this Schedule and Processing of Personal Data and in the care, custody or control of Contractor, including without limitation in accordance with any retention agreements or litigation hold orders provided to Contractor by Company. Upon Company’s request, Contractor shall provide the preserved information to Company or its designee in a format requested by Company.When Confidential Information is no longer necessary for the performance of services for or on behalf of Company, or promptly upon the expiration or earlier termination of the Agreement, whichever is earlier, or at an earlier time as Company requests, Contractor shall securely destroy or, at Company’s written request, return to Company or its designee, in the format determined by Company, each and every original and copy in every media (including both active data and backup data) of all Confidential Information in Contractor ’s possession, custody or control. In the event applicable law does not permit Contractor to comply with the delivery or destruction of the Confidential Information, Contractor warrants that it shall ensure the confidentiality of the Confidential Information and that it shall not use or disclose any Confidential Information after termination of the Agreement, except as required by law. Upon Company’s request, Contractor shall provide written certification by one of its senior officers that Confidential Information has been returned or securely destroyed in accordance with this Schedule.Contractor shall refrain from storing Confidential Information on media connected to external networks unless necessary for business purposes.Contractor shall track and periodically inventory Confidential Information Contractor collects, uses, maintains, discloses, disposes of or otherwise processes.Contractor shall periodically inventory Contractor Systems and assets that contain Confidential rmation Security ProgramContractor shall maintain a documented Information Security Program that complies with all Privacy and Security Laws, Industry Standards and these Requirements.Contractor shall regularly train Personnel who will have access to Confidential Information or Contractor Systems on Contractor's Information Security Program, the importance of the privacy, security, and confidentiality of Confidential Information, and the functions expected to be carried out by the Personnel responsible for safeguarding Confidential Information.Contractor shall regularly test, monitor and evaluate the sufficiency and effectiveness of its Information Security Program, including Information Security Incident response procedures.Risk Assessments Contractor shall conduct information security risk assessments at least annually and whenever there is a material change in the organization’s business or technology practices that may impact the privacy, confidentiality, security, integrity or availability of Confidential Information.Risk assessments should be conducted by independent Third Parties or internal Personnel independent of those who develop or maintain Contractor Systems or Information Security Program and the risk assessment should include:Identifying and assessing reasonably foreseeable internal and external threats and risks to the privacy, confidentiality, security, integrity and availability of Confidential Information;Assessing the likelihood of, and potential damage that can be caused by, identified threats and risks;Assessing the adequacy of Personnel training concerning, and compliance with, Contractor's Information Security Program;Assessing the adequacy of service provider arrangements;Adjusting and updating Contractor Systems and Information Security Program to limit and mitigate identified threats and risks, and to address material changes in relevant technology, business practices, information practices and the sensitivity of information that the organization processes;Assessing whether Contractor’s Information Security Program is operating in a manner reasonably calculated to prevent and mitigate Information Security Incidents;Documenting the risk assessment.Data Collection, Retention and Disposal.Contractor shall collect only as much Confidential Information as needed to accomplish the purpose for which the information is collected.Personnel Background Checks.Contractor shall conduct reasonable background checks (including criminal background checks) of any Personnel who will have access to Confidential Information or Contractor Systems and repeat the checks at appropriate and adequate intervals.Segregation of Duties.Duties and areas of responsibility of Personnel should be segregated to reduce opportunities for unauthorized or unintentional modification or misuse of Confidential Information or Contractor Systems.Secure User Authentication.To manage access to Confidential Information and Contractor Systems, Contractor shall: Limit access to Confidential Information to its Personnel that have a need to know the Confidential Information as a condition to Contractor’s performance of services for or on behalf of Company;Assign minimum level of access and privileges required to perform necessary job functions (Principle of Least Privilege);Support secure federation standardsIn the event that account federation is not supported or utilized by Contractor:Maintain secure control over user identity and authentication data;Maintain a secure method for selecting and assigning passwords and use reasonable authentication technologies;Provide the capability to utilize multi-factor authentication for accounts with elevated privileges and/or access to Company Confidential Information. Assign unique user identifications and passwords that are not vendor supplied default passwordsRequire Personnel to change passwords at regular intervals or based on the number of access attempts, and whenever there is any indication of possible system or password compromise;Require Personnel to change passwords for accounts that have access to Confidential Information;Avoid reusing or recycling old passwords;Restrict access to Confidential Information and Contractor Systems to only active users and accounts;Block user access after multiple unsuccessful attempts to login or otherwise gain access to Confidential Information and Contractor Systems;Inactivate user access after a predetermined period of inactivity.Intrusion Detection and Response.Contractor shall maintain policies and procedures to detect, monitor, document and respond to actual or reasonably suspected Information Security Incidents and require Personnel to report such incidents.EncryptionTo the extent technically feasible, Contractor shall ensure:Strong encryption of Confidential Information is utilized while Confidential Information is at rest and in transit. Strong encryption requires a modern algorithm that has not been shown to be broken and a sufficient key length to provide protection against attack;Different encryption keys are utilized to secure Production Data and Non-Production Data at rest;Different encryption keys are utilized to secure Production Data and Non-Production Data in transit;Encryption keys shall not be reused between major functions (for example, data at rest must utilize a separate key from a key used in the destruction of dataData destruction is achieved by overwriting.Access Controls.Contractor shall maintain physical access controls, secure user authentication protocols, secure access control methods, and firewall work Protection. Contractor shall implement up-to-date firewalls between Contractor Systems (including between production and non-production information systems), the Internet (including internal networks connected to the Internet) and other public networks, and internal networks that are not necessary for processing Confidential Information; the firewalls must be reasonably designed to maintain the security of Confidential Information and segment Contractor Systems. Contractor Systems exposed to the Internet must have protection against application layer attack vectors such as injection, denial of service and parameter tampering.Malicious Code Detection. Contractor shall implement and maintain software that detects, prevents, removes and remedies malicious code; Contractor shall run malicious code operations at regular intervals or continuously commensurate to the level of threat;Contractor shall update malicious code detection software at least daily, including by obtaining and implementing the most current available signatures.Application Security.Prior to deployment, services such as applications and APIs must be validated to be free from errors which could cause impact to availability, confidentiality and integrity of Company Confidential Information and operations;Security code reviews and testing of services must check for both common and threat appropriate vulnerabilities;Due diligence to security shall be exercised in the prioritization and remediation of flaws;Vulnerabilities within code and services which cannot be remediated or managed before release must be communicated to Company prior to release including details of the vulnerability.Change Controls.Prior to implementing changes to the organization’s information systems, assess the potential impact of such changes on privacy, confidentiality, security, integrity and availability of Confidential Information, and determine whether such changes are consistent with Contractor's Information Security Program.No changes should be made to Contractor Systems or Information Security Program that increase the risk of an Information Security Incident or fail to comply with Contractor's contractual or other legal obligations;Any changes that may impact Company or lower security must be promptly communicated to Company.Off-Premise Information Security. Contractor shall maintain policies governing the security of the storage, access, transportation and destruction of records or media containing Confidential Information outside of Contractor's business premises.Contractor shall monitor and document movement of records or media containing Confidential Information.Create copies of Personal Data before movement of records or media containing the information in order to validate all Personal Data has been properly moved. After validation process is complete, copies must be destroyed.Vendor Management and OversightContractor shall not provide with access to Confidential Information any sub-contractor, vendor, or other Third Party unless Contractor has received prior written consent from Company. Except with respect to disclosures required by this Agreement or by Applicable Law to government or other regulatory entities, Contractor shall: (i) conduct a reasonable, documented investigation of such Third Party to ensure the Third Party is capable of complying with requirements regarding the privacy, confidentiality and security of Confidential Information that are at least as protective of Confidential Information as the requirements imposed on Contractor under these Requirements (and provide Company, upon demand, written evidence of the investigation); (ii) contractually impose upon such a Third Party the same or substantially similar contractual duties imposed on Contractor by the Requirements; and (iii) contractually secure rights with respect to such Third Party that enable Contractor’s compliance with the Requirements. In all events, Contractor is and shall remain fully responsible for any act, errors or omission of any Third Party retained by Contractor. Contractor shall regularly assess and monitor subcontractors to confirm their compliance with the applicable Privacy and Security Laws, Industry Standards and these Requirements.Contractor shall maintain a current record of Personnel who are authorized to access Confidential Information, Contractor Systems and Contractor premises, and the purposes of such access.Contractor shall prevent terminated Personnel from accessing Confidential Information and Contractor Systems by immediately terminating their physical and electronic access to Confidential Information and Contractor Systems.Physical SecurityContractor shall maintain reasonable restrictions on physical access to Confidential Information and Contractor Systems (e.g., clean desk policy).Contractor shall maintain physical protection against damage from fire, flood, earthquake, explosion, civil unrest, and other forms of natural or man-made disaster.Suppler shall lock workstations with access to Confidential Information when unattended.Contractor shall document repairs and modifications to information security-related physical components of the organization’s information systems.Contingency PlanningContractor shall maintain policies and procedures for responding to an emergency or other occurrence that can compromise the privacy, confidentiality, integrity or availability of Confidential Information or damage Contractor Systems; such policies and procedures should provide for:Creating and maintaining retrievable copies of Confidential Information;Restoring any loss of Confidential Information;Enabling continuation of critical business processes involving Confidential Information in emergency mode;Assessing relative criticality of specific applications and Confidential Information in support of other contingency plan components;Periodic testing and updates of contingency rmation Security Incident ResponseContractor shall notify Company as soon as possible, but no later than forty-eight (48) hours of any reasonably suspected Information Security Incident by calling Company’s Security Operations Center at (612) 330-7842. Such notice shall summarize in reasonable detail the effect on Company, if known, of the Information Security Incident and the corrective action taken or to be taken by Contractor.Contractor shall promptly, and in no event more than two (2) business days after the initial notice of the Information Security Incident required by the preceding subsection of this document, Contractor shall provide a written report to Company at the email address ernance@ providing all relevant details concerning the Information Security Incident, including, without limitation, by completing the Information Security Incident Report set forth in an Appendix attached hereto.Any determination regarding the applicability of Privacy and Security Laws to an Information Security Incident and the scope of the obligations pursuant to such laws shall be within the sole discretion of Company, and Contractor shall comply with any such determinationIn the event of an Information Security Incident, Contractor shall:Conduct a reasonable investigation of the reasons for and circumstances of the Information Security Incident;Use best efforts and promptly take all necessary actions to rectify, prevent, contain, mitigate, and remediate the impact of the Information Security Incident; provided that if such remediation shall reasonably cause a material adverse impact to Confidential Information or Contractor ’s ability to provide services pursuant to the Agreement, Contractor shall obtain Company’s prior written consent prior to undertaking such remediation;Collect, preserve and document all evidence regarding the discovery and cause of, and vulnerabilities, response, remedial actions and impact related to the Information Security Incident, using means that shall meet reasonable expectations of forensic admissibility. Contractor shall provide Company regular updates with respect to the progress of the investigation and, upon request, a written summary of the results of the investigation and documentation regarding the Information Security Incident as it relates to Confidential Information. Notwithstanding the foregoing, Contractor shall not be required to provide any information that would force Contractor to breach its obligations under other agreements or that would cause Contractor to be in violation of any law to which Contractor may be subject to.Contractor agrees that Company retains the sole authority and discretion to contact and involve law enforcement or other government agencies or regulatory authorities in connection with an Information Security Incident when the decision whether to involve such agencies is discretionary (that is, when no legal obligation, statutory or otherwise, requires one of the parties to contact law enforcement). If Company elects to contact law enforcement or other government agencies regarding an Information Security Incident, Contractor agrees cooperate fully with such agencies and any decision made by Company regarding the scope and goals of any investigation undertaken by such agencies.The content of any filings, communications, notices, press releases or reports related to any Information Security Incident must be approved by Company prior to any publication or communication thereof.If requested by Company, Contractor shall provide notice to individuals whose Personal Data was affected by the Information Security Incident in a manner and format determined by Company, in its sole discretion, as well as to any other Third Parties, such as regulators, law enforcement agencies and consumer reporting agencies, that Company determines should be notified of the Information Security Incident, in its sole discretionContractor hereby authorizes Company, in Company’s sole discretion, to provide notice of any reasonably required information and documents concerning any Information Security Incident, to individuals or Third Parties that may have been affected by the Information Security Incident, as well as to law enforcement authorities, regulators, consumer reporting agencies and the media.Periodic Reporting and AssessmentsUpon request by Company, Contractor shall promptly provide Company with a written report containing information reasonably requested by Company relating to: (i) any Information Security Incident; or (ii) actual or reasonably suspected non-compliance with the Requirements. In addition, upon request by Company, Contractor shall provide Company with any documents requested by Company related to the foregoing as it relates to Confidential Information, including without limitation, any security assessment and security control audit reports. Notwithstanding the foregoing, Contractor shall not be required to provide any information that would force Contractor to breach its obligations under other agreements or that would cause Contractor to be in violation of any Applicable Law to which Contractor may be subject to.Contractor shall certify annually its compliance with the Requirements.Upon the provision of reasonable notice to Contractor, (i) at least once per year during the Term of the Agreement; (ii) following an Information Security Incident; (iii) following any adverse assessment, scan or audit of Contractor Systems; (iv) following any discovery or reasonable suspicion by Company that Contractor is not in compliance with the Requirements; (v) following an information security vulnerability experienced by Contractor or any Third Party acting for or on behalf of Contractor; or (vi) as requested, demanded or required by any regulator or government body or by Privacy and Security Laws, Company or a regulator may require Contractor to undertake a security assessment, network scan, forensic investigation and/or audit of Contractor Systems and Information Security Program by an agreed Third Party. Contractor shall provide Company a summary report of the assessment or audit performed, including without limitation the risks identified and their severity, and will make its Personnel available to discuss the report or audit.Cooperation and Information RequestsContractor agrees to reasonably cooperate and coordinate with Company concerning: (i) Company’s investigation, enforcement, monitoring, document preparation, notification requirements, efforts to prevent and mitigate, and reporting concerning Information Security Incidents and Contractor’s and Company’s compliance with Privacy and Security Laws; and (ii) any other activities or duties set forth under this Schedule for which cooperation between Contractor and Company may be reasonably necessary.Contractor shall cooperate with Company in responding to any party, non-party or government request or demand (including but not limited to requests or demands in connection with an audit, assessment or investigation) made to Company for information regarding Confidential Information or any provision of the Requirements. In the event that such a request or demand is provided to or served on Company, Contractor shall provide Company with access to such information in the format in which it is maintained in the ordinary course of business (or, at Company’s discretion, in any format necessary to satisfy the request or demand) within 12 hours of receipt of any request by Company for such access unless Company indicates to Contractor that a longer time frame is acceptable. Notwithstanding the foregoing, Contractor shall not be required to provide any information that would force Contractor to breach its obligations under other agreements or that would cause Contractor to be in violation of any law to which Contractor may be subject to.In the event a request or demand by any party, non-party or Governmental Body (in the form of a subpoena, court order or otherwise) is provided to or served on Contractor for information regarding Confidential Information or any provision of the Requirements, Contractor shall, subject to Applicable Law, notify Company in writing by electronic mail immediately, and in no event more than 24 hours after receiving the request. Such notification must include a copy of the request (i.e., the subpoena or court order). Contractor also shall immediately inform such party, non-party or Governmental Body in writing that some or all the information covered by the request or demand is subject of a nondisclosure agreement with Company. Company shall have the right to defend such action in lieu of and on behalf of Contractor. Company may, if it so chooses, seek a protective order or other relief from disclosure of the information subject to the request or demand. Contractor shall reasonably cooperate with Company in such defense.In the event that Company is required to authenticate any of the information described in this Paragraph, Contractor shall cooperate with Company in providing any requested assistance with such authentication, including without limitation testifying (by affidavit, declaration, deposition, in court, or otherwise) as a custodian of records to authenticate the information, establish chain of custody, and provide any other requested information and assistance.Except as specified in the Information Security Incident Response Section of this Schedule, the following individuals shall be the primary contacts at Company and Contractor for any coordination, communications or notices with respect to Personal Data, this Schedule, or any Information Security Incident: Contractor : ________, ________, ________, ________; Company: ernance@. Each party shall promptly notify the other if any of the foregoing contact information changes.Rights, Remedies and IndemnificationThe rights, remedies and indemnification provisions set forth in this Section are not subject to any limitations of liability or consequential damage disclaimers set forth in the Agreement.Notwithstanding any provision in the Agreement, an Information Security Incident or Contractor’s failure to comply with any of the obligations set forth in these Requirements shall be considered a material breach of the Agreement.To the extent applicable, Contractor agrees to reimburse Company for the following expenses incurred by Company in connection with an Information Security Incident: (i) expenses to provide warning or notice of the Information Security Incident to affected individuals and entities, regulators, law enforcement agencies, consumer reporting agencies, the media, and other Third Parties; (ii) expenses to investigate, assess or remediate the Information Security Incident or failure to comply with any Privacy and Security Laws; (iii) expenses to hire any public relations consultants to respond to the Information Security Incident; (iv) expenses to provide credit monitoring services to individuals affected by the Information Security Incident; (v) expenses to retain a call center to respond to inquiries regarding the Information Security Incident; and (vi) expenses to respond to or address any investigation by regulators, law enforcement agencies, or other Third Parties.Contractor agrees to defend, indemnify, save and hold harmless Company, its officers, directors, employees, representatives and agents, against all Third Party claims and liability, to the fullest extent allowed by Applicable Law, including but not limited to reasonable attorneys’ fees, settlement fees, costs of investigation and defense arising out of, or in any way connected with, any violation by Contractor of any provision of these pany may, at its option and expense, participate and appear on an equal footing with Contractor in the defense of any claim related to Confidential Information or these Requirements that is conducted by Contractor as set forth herein. Contractor may not settle any claim regarding Confidential Information without the prior written approval of Company. From the date of written notice by Contractor to Company of any such claim, Company shall have the right to withhold from any payments due Contractor under the Agreement in the amount of any defense costs, and additional reasonable amounts as security for Contractor ’s obligations under the Indemnity Section of the Agreement and this Paragraph.MiscellaneousContractor ’s compliance with the Requirements, and any actions required of Contractor herein (including without limitation responding to any Company requests authorized by the Requirements), except as otherwise provided herein, shall be at Contractor ’s sole and exclusive expense and shall be included as part of the price of the services provided by Contractor pursuant to the Agreement.The Requirements are the complete agreement between Contractor and Company and supersedes any prior oral or written agreement between the parties concerning the privacy, confidentiality and security of Confidential Information. Contractor’s obligations and Company’s rights set forth in the Requirements shall continue as long as Contractor, or any Third Party acting on Contractor’s behalf, Processes Confidential Information, including after expiration or termination of the pany affiliates, subsidiaries, successors and assigns (and their affiliates, subsidiaries, successors and assigns, etc.) are intended beneficiaries of the Requirements, the privacy and data security provisions set forth in the Requirements, and other rights and Contractor ’s obligations set forth in the Requirements, and the Requirements is intended to inure to the benefit of those affiliates, subsidiaries, successors and assigns. Company affiliates, subsidiaries, successors and assigns are entitled to enforce the terms and obligations of the Requirements as if each was a signatory to the Requirements, the Agreement, statements of work or other relevant documents, and Company may enforce the terms and obligations regarding Confidential Information that are contained in the Requirements, the Agreement, statements of work or other relevant documents on their behalf.Security for Computing Devices, Programmable Electronic Devices and Associated TechnologiesThe terms and conditions of this Attachment shall be read in conjunction with the terms of the Agreement, and to the extent that any clause herein is determined to be in conflict with the terms of the Agreement, the terms in this Attachment shall take precedence. Unless otherwise defined, the capitalized terms in this Attachment shall have the same meaning as such terms in the Agreement to which it is attached and incorporated by this reference.Definitions“Company Systems” means any computing device, programmable electronic device, computer network, computer application, electronic imaging device, electronic storage device, mobile computing device, hosted computing systems (including cloud infrastructure systems) or software/firmware owned, licensed or leased by Company, or operated by a third party on behalf of Company.Contractor Product/Service” means the product(s) and/or service(s) provided by the Contractor to the Company in accordance with the Agreement.“Contractor Systems” means any computing device, programmable electronic device, computer network, computer application, electronic imaging device, electronic storage device, mobile computing device, hosted computing systems (including cloud infrastructure systems) or software/firmware owned, leased or controlled by Contractor, or operated by a third party on behalf of Contractor.“Interactive Remote Access” means human or user-initiated Remote Access via a remote access client or other remote access technology using a routable protocol.“Remote Access” means the ability to access a Company System from a location other than a Company facility.“Security Incident” means an act or event that reasonably could or does compromise, degrade, interrupt, and/or end the proper functioning of a Company System, Contractor System, or associated physical security control.“Security Program” means written and management-approved requirements and guidance for the prevention, detection, response to, and recovery from security threats, vulnerabilities, and Security Incidents.“Security Vulnerability” means a security-related weakness in a Company System, Contractor System, or associated Security Program, security procedure, or internal control that could be exploited or triggered by a threat source.Product documentationContractor must provide Company with supporting documentation for every procured Company System component/system, including associated software/firmware. Documentation shall include a description of the product’s security features and security-focused instructions on product maintenance, support, and reconfiguration of default settings. Documentation shall also include a description of any/all Remote Access entry pathways to each procured Company System component/system.Periodic Reporting and AssessmentsUpon request by Company, Contractor shall promptly provide Company with a written report containing information reasonably requested by Company relating to any actual or reasonably suspected non-compliance with the Requirements. Notwithstanding the foregoing, Contractor shall not be required to provide any information that would force Contractor to breach its obligations under other agreements or that would cause Contractor to be in violation of any law to which Contractor may be subject to.Upon the provision of reasonable notice to Contractor, (i) once per year during the term of the Agreement; (ii) following any adverse assessment, scan or audit of Contractor Systems; (iv) following any discovery or reasonable suspicion by Company that Contractor is not in compliance with the Requirements; (v) following Company becoming aware of a security vulnerability in a Contractor-provided product or service; or (vi) as requested, demanded or required by any regulator or government body, Company or its designated third party or a regulator may initiate a security assessment, network scan, forensic investigation and/or audit of Contractor Systems and the Contractor’s Information Security Program. For the avoidance of doubt, if a Company designated third party performs the security assessment, network scan, forensic investigation and/or audit, Company will receive a copy of the final report.Security ProgramContractor shall maintain a Security Program.Contractor shall regularly review the content of and, as applicable, test the proper functioning of its Security Program, including its Security Incident Response procedures.Contractor shall regularly train personnel who have access to Contractor Systems or Company Systems on the requirements of the Contractor’s Security Program.Security Vulnerability and/or Malware Investigation and NotificationPrior to the delivery of procured product(s) and/or service(s) to the Company, Contractor shall provide to the Company summary documentation of security vulnerabilities related to the product/service. Documentation shall include a description of the potential impact of such security vulnerabilities, the status of Contractor’s efforts to mitigate those vulnerabilities, and the Contractor’s recommended corrective actions, compensating security controls, and/or procedural workarounds.Prior to delivery to the Company, Contractor shall verify that procured cyber-related products have all appropriate and available updates and patches installed.Prior to delivery to the Company, Contractor will use reasonable efforts to investigate the existence of and remediate/report as necessary any form of malware present in any software or firmware, including updates and patches provided to the Company.Contractor shall timely disclose to Company the existence of all known methods for bypassing computer authentication in the procured product and/or service (often referred to as ‘backdoors’) and provide the Company with documented instructions on how to delete or disable such backdoors.After delivery of procured product and/or service, Contractor will continue to investigate security vulnerabilities related to the product/service and notify Company at VendorRiskAssessment@ of all subsequently identified/learned security vulnerabilities in the product and/or service, whether or not such vulnerabilities are publicly disclosed. Contractor must notify Company within 48 hours any identified or reasonably suspected security vulnerability. Contractor is solely responsible for providing appropriate hardware, software, and firmware updates to remediate identified security vulnerabilities.Security Incident Notification and ResponseContractor will notify Company within 48 hours by telephone at 1-612-330-7842 and email at secopctr@, and subsequently via written letter to Xcel Energy Services, Inc., Attn: Security Operations Center, 414 Nicollet Mall, Minneapolis, MN 55401 whenever a Security Incident occurs.The notice shall include the date and time of the Security Incident occurrence (or the approximate date and time of the occurrence if the actual date and time of the occurrence is not precisely known) and a detailed summary of the facts and circumstances of the Security Incident, including a description of (i) why the Security Incident occurred (e.g., a precise description of the reason for the system or product failure), and (ii) the measures being taken to address and remedy the occurrence to prevent the same or a similar event from occurring in the future. Contractor shall provide written updates of the Security Incident notice to Company addressing any new facts and circumstances learned after the initial written notice is provided and shall provide such updates within a reasonable time after learning of those new facts and circumstances.Within 72 hours of notifying Company of a Security Incident, Contractor shall develop and execute a plan that reduces the likelihood of the same or a similar Security Incident from occurring in the future consistent with the requirements of its Security Program. Contractor shall provide recommendations to Company on actions that Company may take to assist in the prevention of recurrence, as applicable or appropriate.Within 72 hours of notifying Company of the Security Incident, Contractor shall provide to Company for its consideration recommended actions to be taken by Company to reduce the risk of a recurrence of the same or a similar Security Incident, including, as appropriate, the provision of action plans and mitigating controls.Cooperation and Information RequestsContractor agrees to reasonably cooperate and coordinate with Company concerning any activities or duties set forth in these Requirements for which cooperation between Contractor and the Company may be reasonably necessary.Contractor shall cooperate with Company in responding to any party, non-party or government request or demand (including but not limited to requests or demands in connection with an audit, assessment or investigation) made to Company for information regarding any provision of the Requirements. In the event that such a request or demand is provided to or served on Company, Contractor shall provide Company with access to such information in the format in which it is maintained in the ordinary course of business (or, at Company’s discretion, in any format necessary to satisfy the request or demand) within 12 hours of receipt of any request by Company for such access unless Company indicates to Contractor that a longer time frame is acceptable. Notwithstanding the foregoing, Contractor shall not be required to provide any information that would force Contractor to breach its obligations under other agreements or that would cause Contractor to be in violation of any law to which Contractor may be subject to.In the event a request or demand by any party, non-party or government (in the form of a subpoena, court order or otherwise) is provided to or served on Contractor for information regarding any provision of the Requirements, Contractor shall, subject to applicable law, notify Company by electronic mail promptly, and in no event more than 24 hours after receiving the request. Such notification must include a copy of the request (e.g., the subpoena or court order). Contractor also shall promptly and without unreasonable delay inform such party, non-party or government in writing that some or all the information covered by the request or demand is subject of a nondisclosure agreement with Company. Company shall have the right to defend such action in lieu of and on behalf of Contractor. Company may, if it chooses, seek a protective order or other relief from disclosure of the information subject to the request or demand. Contractor shall reasonably cooperate with Company in such defense.In the event that Company is required to authenticate any of the information described in this section, Contractor shall cooperate with Company in providing any requested assistance with such authentication, including without limitation testifying (by affidavit, declaration, deposition, in court, or otherwise) as a custodian of records to authenticate the information, establish chain of custody, and provide any other requested information and assistance.Risk AssessmentContractor shall conduct and document security risk assessments at least annually and whenever there is a material change in the organization’s business or technology practices that may impact the security of Contractor Systems or business processes and/or the security of Contractor products or services provided to the Company as part of this arrangement. The risk assessment should include:Identifying and assessing the likelihood and potential impact of reasonably foreseeable internal and external security-related threatsAssessing the adequacy of Contractor’s security controls in place to avoid or manage the identified security risksIdentifying suitable control enhancements necessary to avoid or manage significant security risks Assessing the adequacy of security-related controls in pertinent service provider arrangementsRisk assessments should be conducted by independent third parties or internal personnel independent of those who develop or maintain the Contractor Systems.Personnel Background ChecksContractor shall conduct reasonable background checks (including criminal background checks) of any personnel who will have access to Contractor Systems and repeat the checks at appropriate and adequate intervals.Contractor Subcontractor Management and OversightContractor shall obtain prior written consent from the Company before allowing a subcontractor, vendor, or other third party to access Company Systems. Contractor shall: (i) conduct a reasonable, documented assessment of any subcontractor, vendor, or other third party to ensure the third party is capable of complying with these Requirements (and provide Company, upon demand, written evidence of the assessment); (ii) contractually impose upon such third party the same or substantially similar contractual duties imposed on Contractor by the Requirements contained herein; and (iii) contractually secure rights with respect to such third party that enable Contractor’s compliance with the Requirements. In all events, Contractor is and shall remain fully responsible for any act, errors or omission of these Requirements that may have been caused by or contributed to by any third party retained by Contractor. Company may revoke its consent for access to Company Systems at any time. Contractor shall monitor and regularly assess applicable subcontractors to confirm their compliance with these security Requirements.Segregation of DutiesDuties and areas of responsibility of the organization’s personnel should be segregated to reduce opportunities for unauthorized or unintentional access to, modification of, or misuse of Contractor Systems and sensitive information processed/maintained within such systems.Access ControlsContractor shall limit access to Contractor Systems and premises to personnel that have a ‘need to know’ or clear business purpose for such access. Contractor shall similarly apply/support ‘need to know’ access limitations to Company Systems and Company worksites by Contractor personnel, related sub-party personnel, and/or automated electronic access methods.Contractor shall maintain a current record of personnel who are authorized for logical access to relevant Contractor Systems and Company Systems, including Remote Access and physical access to Contractor and Company premises, and the purposes of such access. Contractor shall review and verify personnel’s ongoing access and level of access to Company Systems and Company worksites every 72 hours.Contractor shall maintain for its own computing and operations environment(s) appropriate physical access controls, secure user authentication protocols, secure access control methods, and firewall protection with deep packet inspection and/or intrusion prevention enabled. Contractor shall prevent terminated personnel from accessing Contractor Systems by immediately terminating their physical and electronic access capabilities.Contractor shall coordinate with the Company all Remote Access to Company Systems and will comply with any security related controls requested by the Company pertinent to any Contractor-initiated Interactive Remote Access and/or system-to-system (aka ‘machine-to-machine’) Remote Access between the Contractor and the Company. Coordination activities/requirements may include:Identification of specific IP addresses, ports, and minimum privileges required to conduct Remote AccessUse of specific individual user accounts that can be configured to limit Remote Access permissions and capabilitiesContractor maintenance of user Remote Access session logsRemote Access session encryption protocolsContractor shall notify the Company within 72 hours when logical access to a Company System – including Remote Access -- and/or physical access to a Company worksite, system, or other programmable electronic device should no longer be granted to any Contractor or related sub-party personnel. However, such notice shall be provided to the Company within 12 hours (rather than 72) in the event of an involuntary termination of service of any Contractor or related sub-party personnel.Contractor shall remove and/or disable all services and ports in the procured product(s) and/or system(s) not required for normal operation, emergency operations, or troubleshooting. This shall include communications ports and physical input/output ports. Secure User AuthenticationTo manage access to relevant Contractor Systems, Contractor shall:Maintain secure control over user IDs, passwords and other authentication identifiers;Maintain a secure method for selecting and assigning passwords and use reasonable authentication technologies; Assign unique user identifications and passwords that are not vendor supplied default passwords;Require applicable personnel to change passwords at least once every 90 days, and whenever there is any indication of possible system or password compromise;Avoid reusing or recycling old passwords;Restrict access to relevant systems to only active users and accounts;Block user access after multiple unsuccessful attempts to login or otherwise gain access to relevant systems; andTerminate user access after a predetermined period of inactivity.Intrusion Detection and Response Contractor shall maintain policies and procedures to detect, monitor, document and respond to actual or reasonably suspected unauthorized or otherwise improper access to Contractor Systems, and encourage the internal reporting of such incidents, including but not limited to:Training personnel with access to or management/control responsibilities for Contractor Systems to recognize actual or potential unauthorized or otherwise improper access and to escalate and notify senior management of such incidents; and Mandatory post-intrusion detection review of events and actions taken concerning the security of Contractor Systems.EncryptionTo the extent technically feasible, Contractor shall ensure strong encryption of electronic data critical to the proper functioning of Contractor Systems and any other processes and technology related to the Requirements, including data at rest and in-transit: Stored on personal computing devices and mobile devices; Stored outside of Contractor’s physical controls;Transmitted across any public network (such as the Internet) or wirelessly; andIn transit outside of Contractor Systems.FirewallsContractor shall implement up-to-date firewalls between the Contractor Systems, the Internet (including internal networks connected to the Internet), and other public networks. The firewalls must be reasonably designed to maintain the security of Contractor Systems.Malicious Code DetectionContractor shall implement and maintain software that detects, prevents, removes and remedies malicious code designed to perform an unauthorized function on, or permit unauthorized access to, any Contractor System or Contractor product provided to the Company, including without limitation, computer viruses, Trojan horses, worms, and time or logic bombs. Contractor shall run malicious code detection software at least daily. Contractor shall update malicious code detection software at least daily, including by obtaining and implementing the most current available virus signatures.Change ControlsPrior to implementing changes to Contractor Systems, Contractor shall determine whether such changes are consistent with the Contractor’s Security Program. No changes should be made to Contractor Systems or Contractor’s Security Program that would reasonably be expected to materially increase the risk of failure to comply with the Requirements or other legal obligations.Controlled Delivery of Contractor ProductsContractor shall implement and maintain process controls to ensure the security, integrity, and authenticity during delivery to the Company via electronic means of any software and/or firmware, including updates and patches.Contractor shall maintain, and provide to Company upon request, chain-of-custody documentation for any hardware, physical information storage device, and/or programmable electronic device delivered to the Company pursuant to the Agreement.Contractor shall use trusted channels to ship products to the Company pursuant to the Agreement. Contractor shall implement and maintain controls sufficient to detect unauthorized access to or modification of products during the delivery process to the Company.Physical SecurityContractor shall maintain reasonable restrictions on physical access to Contractor Systems and products provided to the Company.Contractor shall maintain protection against natural and human-caused physical damage to Contractor Systems and products provided to the Company, including damage from fire, flood, earthquake, explosion, etc. Contractor shall document repairs and modifications to security-related physical components of Contractor Systems.Contingency PlanningContractor shall maintain policies and procedures for responding/reacting to incidents and events that cause significant damage to Contractor Systems or related processes, or significantly impedes the Contractor’s ability to provide Company with the agreed-upon products and/or services. Such policies and procedures should provide for:Enabling continuation of critical business processes in emergency mode;Assessing relative criticality of specific personnel, information, devices, systems, and applications in support of other contingency plan components; andPeriodic testing and updates of contingency plans.Rights, Remedies and IndemnificationThe rights, remedies and indemnification provisions set forth in this section are not subject to any limitations of liability or consequential damage disclaimers set forth in the Agreement. Contractor’s failure to comply with any of the obligations set forth in these Requirements shall be considered a material breach of the Agreement. Contractor agrees to reimburse Company for the following expenses incurred by Company in connection with a Security Incident: (i) expenses to provide warning or notice of the Security Incident to affected individuals and entities, regulators, law enforcement agencies, the media, and other third parties; (ii) expenses to investigate, assess or remediate the Security Incident; (iii) expenses to hire any public relations Contractors to respond to the Security Incident; and (iv) expenses to respond to or address any investigation by regulators, law enforcement agencies, or other third partiesContractor agrees to defend, indemnify, save and hold harmless Company, its officers, directors, employees, representatives and agents, against all third party claims and liability, to the fullest extent allowed by applicable law, including but not limited to reasonable attorneys’ fees, settlement fees, costs of investigation and defense arising out of, or in any way connected with, any violation by Contractor of any provision of these Requirements. Company may, at its option and expense, participate and appear on an equal footing with Contractor in the defense of any claim related to these Requirements that is conducted by Contractor as set forth herein. Contractor may not settle any claim regarding potential breach of these Requirements without the prior written approval of Company. From the date of written notice by Contractor to Company of any such claim, Company shall have the right to withhold from any payments due Contractor under the Agreement in the amount of any defense costs, and additional reasonable amounts as security for Contractor’s obligations under the Indemnity section of the Agreement and this section.MiscellaneousContractor’s compliance with these requirements, and any actions required of Contractor herein (including without limitation responding to any Company requests authorized by these requirements), except as otherwise provided herein, shall be at Contractor’s sole expense and shall be included as part of the price of the services provided by Contractor pursuant to the Agreement. Contractor’s obligations and Company’s rights set forth in these requirements shall continue as long as Contractor, or any third party acting on Contractor’s behalf, is engaged in providing the products and/or services associated with the Agreement, including after expiration or termination of the pany affiliates, subsidiaries, successors and assigns (and their affiliates, subsidiaries, successors and assigns, etc.) are intended beneficiaries of these requirements and other rights and Contractor’s obligations set forth in these requirements, and these requirements are intended to inure to the benefit of those affiliates, subsidiaries, successors and assigns. Company affiliates, subsidiaries, successors and assigns are entitled to enforce the terms and obligations of these requirements as if each was a signatory to the Agreement, any applicable Scope of Work, or other relevant document.EXHIBIT B SPECIAL CONDITIONSFORConstruction Services, Maintenance, Repair and OperationsThe terms and conditions of these Special Conditions for Construction Services, Maintenance, Repair and Operations ("Special Conditions") shall be read in conjunction with the terms of the Agreement, and to the extent that any clause herein is determined to be in conflict with the terms of the Agreement, the terms in this addendum shall take precedence. Unless otherwise defined, the capitalized terms in these Special Conditions shall have the same meaning as such terms in the Agreement to which it is attached and incorporated by this reference.Definitions. Supplementing the requirements of the Agreement the following shall apply:“Deliverables” means all Services, Work and property delivered to Company under this Agreement (i) created, developed, authored, and/or invented by Contractor or Contractor Personnel in connection with the Work; (ii) delivered or provided to Company by or for Contractor or Contractor Personnel in connection with the Work; or (iii) identified as deliverables in a Scope of Work. “Intellectual Property Rights” means all existing and future copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contract rights and other proprietary or intangible rights. “Other Covered Party” means any political party or party official, or any candidate for political office. “Services” means the work or services Contractor provides pursuant to this Agreement. Services may include consulting, analysis, design, development, quality assurance, training, project management, data conversion, implementation, system integration, specialized services, provision of technical or industry information, and related work to be provided under the Agreement. “Specifications” means the specifications for the Work and/or Deliverables, which describe the functionality, standards, process or other qualities and performance characteristics of such Work and/or Deliverables.“Sponsored Intellectual Property Rights” means Intellectual Property Rights created by or for Contractor in connection with this Agreement.“U.S. Export Control Laws” means all applicable export and re-export control laws and regulations in the United States, including the U.S. Export Administration Regulations maintained by the U.S. Department of Commerce, the Foreign Trade Regulations maintained by the U.S. Department of Commerce, the trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and the U.S. International Traffic in Arms Regulations maintained by the U.S. Department of State.Ownership of Work. Supplementing the requirements of the Agreement, the following shall apply: The Documents and Work Product are “works made for hire” as defined in 17 U.S.C. § 101. Contractor shall promptly communicate and disclose to Company all computer programs, documentation, software and other copyrightable works, discoveries, improvements and inventions conceived, reduced to practice, written or made by Contractor or by its employees, agents, representatives and Subcontractors during performance of the Work under this Agreement, whether solely or jointly with others, during the term of the Agreement and for one (1) year thereafter, as a result of performing services to the extent that such: (i) relate to Company's business products or are applicable to or useful therewith, or (ii) relate to Company's processes or procedures, or (iii) result from or relate to any Work Contractor or its employees, agents, representatives and Subcontractors performs or performed.Certification of Documents. Supplementing the requirements of the Agreement, the following shall apply: All Designs and construction Drawings, specifications, reports and related design or construction documents or any other Contract Documents shall, if required by federal or state law or regulation, be certified by a registered professional engineer licensed to practice within the state of applicable jurisdiction.Contractor Responsibilities. Supplementing the requirements of the Agreement the following shall apply: Cooperation with CompanyAll Work shall be scheduled to suit the Company's convenience, taking into consideration the facilities and requirements of Company at all times during construction.Contractor shall plan its Work so as not to interfere with Company operation. Work, which affects the operation of Company’s plant or facilities, shall be scheduled to be performed only at times acceptable to Company. In the event that it is necessary to either interrupt the power supply or to impose abnormal operating conditions on Company's operating systems, such procedure must be acceptable to Company and a complete understanding and agreement must be reached in writing by all Parties concerned well in advance of the time scheduled for such operation. Such understanding shall be definite as to date, time of day, and length of time required.Contractor agrees that it will furnish licensed Personnel to services as specifically required in the proper performance of the Work as described in the Scope of Work and related Purchase Order. Use of Completed Segments. Supplementing the requirements of the Agreement the following shall apply:Company shall have the right, during normal working hours, to inspect and evaluate any facility owned, operated, utilized or otherwise employed by Contractor and/or its Sub-Contractors to perform any aspect of the Work. Such access and inspection right shall not be limited by Contractor and/or its Sub-Contractors and, in connection with any such facility inspection, Contractor and its Sub-Contractors shall make available any and all documentation and operating authorities required by Applicable Law and/or issued by any Governmental Body. Contractor shall cause all of its Sub-Contractors to adhere to and comply with the requirements set forth above. Contractor Warranties. Supplementing the requirements of the Agreement the following shall apply:Entering into the Agreement does not, and in the future shall not, violate any fiduciary, contractual or other obligation of Contractor or its Subcontractors to any Third Party. Contractor agrees to indemnify and hold harmless Company from any and all losses or damages sustained by Company as a result of a breach of this provision. Any breach of this provision shall be deemed to be a material breach of this Agreement.Contractor is responsible for the professional quality, technical accuracy, completeness and coordination of the Work and other services furnished under the Agreement.Contractor is and will remain duly licensed, authorized or qualified to do business, and in good standing in every jurisdiction in which Contractor performs the Services or in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on its ability to fulfill its obligations under this Agreement.Contractor has obtained or will obtain when necessary all applicable permits and licenses required of it in connection with its obligations under this Agreement.Contractor will perform the Services and its other obligations under this Agreement in a manner that does not infringe, or constitute an infringement or misappropriation of, any intellectual property rights of a third party.Acceptance. Supplementing the requirements of the Agreement the following shall apply:When Contractor considers that the Work, Services, Deliverables, or portion thereof, as applicable (“Acceptance Materials”), is complete, then Contractor shall inform Company in writing (the “Notice of Completion”). Unless otherwise specified in an applicable SOW, Company will have a period of sixty (60) days after receipt of the Notice of Completion, or such longer period as Company may reasonably require, to review and test the Acceptance Materials to ensure that they conform with the agreed-to specifications as communicated between Company and Contractor, are fully compatible with all prior Work, and Deliverables, and meet the requirements of Company, this Agreement and the applicable SOWs, and that they may be used as specified in such SOW/s (collectively, the “Acceptance Criteria”). If Company, in its sole reasonable discretion, determines that the Acceptance Materials, or any portion thereof, fail to meet the Acceptance Criteria, Company may reject the Acceptance Materials and provide Contractor with a written description of the Acceptance Materials’ non-compliance with the Acceptance Criteria (the “Objection Notice”). Contractor will make any necessary changes to the Acceptance Materials (including any prior Work, and Deliverables as necessary), at its expense, to correct such non-compliance and provide Company with access to retest the same within thirty (30) days after Contractor’s receipt of the Objection Notice.When Contractor considers that all Work, Services, and Deliverables under this Agreement or a Scope of Work are complete, Contractor shall inform the Company in a Notice of Completion for Final Acceptance indicating that such Work and Deliverables are ready for Final Acceptance. Contractor shall submit to Company its final invoice for any Work and Deliverables after Final Acceptance within sixty (60) days of providing Notice of Completion to Company. . If Contractor fails to correct any noticed non-compliance or, notwithstanding such correction, Company reasonably determines in its reasonable discretion that the Acceptance Materials (or the Deliverables, Services and Work in the case of Final Acceptance) still fail to conform to the Acceptance Criteria, then Company may, in its sole discretion, (i) provide in writing additional time for Contractor to make changes or (ii) upon written notice to Contractor, terminate the applicable Scope(s) of Work or portions thereof; or (iii) take such other steps as Company may request to secure performance. Upon Company’s election to terminate, Company will have no further obligation to make payments to Contractor, and Contractor will refund to Company any and all of the fees paid to Contractor, under the applicable Scope(s) of Work or terminated portions thereof. If milestone payments are identified in a Scope(s) of Work and conditioned on Acceptance of such milestones, then payments will be made in accordance with such milestones and in accordance with the applicable Project Schedule and/or Scope(s) of Work.Insurance. Supplementing the requirements of the Agreement the following shall apply:Contractor shall carry Professional Liability/Errors and Omissions in combined single limits of not less than five million dollars ($ 5,000,000) per claim and Aggregate Coverage should provide for Punitive Damages where allowed.Contractor shall carry Technology Errors and Omissions Liability Insurance covering the liability for financial loss due to error, omission, and negligence of Contractor in an amount of at least five million dollars ($5,000,000) per claim and Aggregate Coverage should provide for Punitive Damages where allowed.Effect of Termination. Supplementing the rights and remedies regarding Termination provided in the Agreement the following shall apply:In the event of Company terminating the Agreement, Scope of Work and/or Purchase Order for Contractor default, Contractor agrees that it shall refund Company a pro-rata share of any amount prepaid for services or Work that have been agreed to but have not been provided and such refund shall not be subject to cap on damages payable under the terms of the Agreement. .Authority of Company EngineerThe Company shall identify for each Project one or more Company representative who will direct and coordinate on behalf of Company all activities for the Project, except those specified elsewhere in the Contract Documents to be directed and coordinated by the Company Engineer. “Company Engineer” means the engineer (or engineers) selected and designated by Company for the Project, who may be a Company employee or independent contractor. The Company representative and the Company Engineer shall at all times have reasonable access to the Work and the shops of the Contractor for inspection of the Work or any part thereof. Except as otherwise specified in the Contract Documents, Contractor shall obtain from the Company Engineer any explanations and directions needed for the performance of the Work, including interpretation of Documents.Emergency ResponseIn an emergency affecting Personnel or public safety, the Work or property, Contractor, without special instruction or authorization from Company, will act at its reasonable and sound discretion to prevent loss or injury.Claims for compensation for emergency work performed or actions taken and not arising from Contractor’s or its Subcontractors’ negligence or misconduct may be submitted by Contractor to Company and may be paid at Company’s reasonable discretion.In addition to Contractor’s responsibilities outlined in the Agreement, repairs to the Company’s system(s) damaged during the Work shall be made by Contractor at the direction of Company Representative, unless exigent circumstances require otherwise.Repeated FailuresContractor agrees to use all reasonable efforts to determine the cause of repeated failures, defined to be more than two failures of Work (including a component, subassembly, assembly, or group) during the warranty period ("Repeated Failures"). Unless Contractor can prove to the reasonable satisfaction of Company that Repeated Failures are not the result of Contractor’s Work, Contractor shall, at Company’s request, refund compensation paid to Contractor for the Work in an amount sufficient, in Company’s discretion, to permit Company to repair or replace that portion of the Work affected by the Repeated Failure.Project ManagementThe coordination of all field construction will be under the direction of the Company, which will coordinate work between various Contractors and, except as provided in the Agreement, resolve any conflicts between Contractors regarding scheduling or coordination. The Contractor shall be responsible for coordinating the activities of its Subcontractors and Personnel.Scheduled meetings of the Company and all Contractors at the Site will be held at the time and place designated by the Company. The purpose of these meetings will be for the scheduling and coordination of the Contractor's Work within the requirements of the overall Project. In the event conflicts arise between Contractors (including Contractor) concerning scheduling or coordination, the Company will make the final decision resolving the conflict. The Contractor's superintendent shall attend each scheduled meeting.The Company will not be responsible to the Contractor for the assignment of Personnel, or obtaining materials or supplies, or for any other activities, except the coordination of work between Contractors as provided in the preceding paragraph, and as specifically set forth in the Contract Documents.Work Management SystemCompany will utilize a work management system to facilitate the Work on the Project to be planned and presented in an orderly and expeditious manner, to assist the Contractor in coordinating its Work, to determine completion status, and to evaluate progress.Extensions of TimeSupplementing the requirements of the Agreement, the failure of Company-furnished materials to arrive as scheduled, or the failure of other construction Contractors to meet their schedule, shall not be justification for an extension of time, except where such failure causes, in the sole discretion of the Company, an actual and unavoidable delay in the Contractor's Work.Purchase OrdersSupplementing the requirements of the Agreement, Contractor shall submit two copies of each Purchase Order issued by Contractor to a third- party vendor for materials and equipment to be furnished to Company under the Agreement, for incorporation into Company’s permanent construction records. Each Purchase Order shall indicate the vendor's name, manufacturer's name, materials, type, size, quantity, and requested delivery date of the material and equipment ordered. The Purchase Order copies shall be submitted to the Company before or at the time when they are issued by Contractor to the vendor. Changes to the Purchase Order(s) shall also be submitted to Company in accordance with the above requirements.Manufacturer's InstructionsAll manufactured materials herein specified or shown on the Drawings shall be installed or applied in accordance with the directions or recommendations of the manufacturer, unless specifically designated otherwise in Contract Documents or on the Drawings.Final Payment and WithholdingSupplementing the requirements of the Agreement, Company may require final payment to be in accordance with the following:Promptly after Final Acceptance of the Work by the Company, the Contractor shall prepare and submit to the Company a final invoice for all Work for the Project. The final invoice shall not be submitted to Company until all claims, demands, third party interests and encumbrances are resolved as required under the Agreement, and if applicable, a Release of Surety has been received by the Company if liens or claims against the Work has been bonded over. Upon compliance with these conditions, the Company will, pay the balance due to Contractor, after deducting any amounts permitted to be retained by the Company under any provision of this pany may withhold payment of the whole or part of any sum due to or claimed by Contractor to such extent as may be necessary to protect itself from loss on account of:Defective Work not remedied, or guarantees or warranties not met.Failure of Contractor to make payment properly to its Subcontractor(s) or Subcontractor(s) for labor or materialReasonable doubt that the Work under the Agreement can be completed for the balance unpaid.Damage or injury to others involved in or around the Work which damages are attributable to Contractor or its Subcontractors.When the above grounds are removed to the satisfaction of Company, payment without interest shall be made for the appropriate amounts.Reference DocumentsSupplementing the requirements of the Agreement, reference to the standards of any technical society, organization, or association, or to the laws, ordinances, or codes of governmental authorities shall mean the latest standard, code, or specification adopted, published, and effective as of the date the Work is released to the Contractor, unless specifically stated otherwise in this Agreement or a related Scope of Work.When Contractor is required to notify Company of conflicts between referenced specification, codes, or standards and specifications applicable to the Work, Contractor shall notify the Company Engineer of the erning DimensionsDimensions and elevations indicated on the Drawings shall be accurately followed even though different from scaled measurements. No Work indicated on the Drawings, the dimensions of which are not stated, shall be executed until necessary dimensions have been obtained from the Company.Drawings and Specifications, Contractor VerificationAll Drawings and specifications furnished by Company to Contractor shall be returned to the Company upon completion of the Work.Contractor shall be responsible to verify all dimensions, elevations, and quantities indicated on the Drawings and schedules furnished to it by the Company. The Contractor shall promptly notify the Company of any discrepancy between the Drawings and the conditions at the Site, or any error or omission in Drawings, or in the layout as given by stakes, points, or instructions, which it may discover in the course of the pany shall direct Contractor on the resolution of any such error or omission discovered, and the Contractor shall carry out such directions at no additional charge to Company, as if originally specified in the Scope of Work.Material Delivery, Handling and ReceivingMaterial Furnished by CompanyMaterial purchased and supplied by Company to Contractor for use in the Work shall be delivered to Contractor at a location designated on the Purchase Order/Work Order unless otherwise agreed by Contractor and Company. Locations shall be Contractor owned or leased sites within reasonable proximity of the Work.Unless otherwise agreed between the Parties, Company or Company’s third party logistics integrator (“LI”) shall deliver the materials per the schedule specified in the Purchase Order/Work Order. If the Contractor needs to request delivery other than as stated in the Purchase Order/Work Order, Contractor shall promptly in advance of scheduled delivery contact Company to establish an alternative schedule. Company or LI shall contact Contractor to coordinate delivery to the site.Contractor shall unload promptly all material furnished by Company, and reimburse Company for any charges for demurrage, storage or other charges incident to Contractor’s failure to promptly unload the material upon delivery.Contractor may be required to self-unload material upon delivery, if agreed upon between Company or Company’s LI and Contractor when the delivery schedule is established.Contractor shall provide secured storage for Company furnished material and is responsible for risk of loss and damage following delivery.Contractor shall promptly inspect all material furnished by Company for quantity and condition, prior to acknowledging receipt for delivery. Receipt of materials shall be documented by Contractor signing (a) the bill of lading at time of delivery and (b) packing slips upon inspection of delivery. All documentation shall be sent to Company’s representative within twenty-four (24) hours of delivery. Contractor shall document all damage and discrepancies on the packing slip for the materials at time of material inspection and shall provide this documentation to Company. Contractor shall comply with Company’s directions on return or disposition of damaged materials or materials delivered with discrepancies. Should any damage or discrepancy be detected after delivery and return of the documents to Company’s representative, Contractor shall notify Company as soon as the damage or discrepancy is detected. Contractor’s failure to inspect materials on delivery or to detect damage or discrepancies shall not relieve it of its obligations under the Agreement.Upon completion of the Work, Contractor shall identify on a copy of the material request, items and quantities of material not used in the Work, for return to Company along with return reason and send it to Company’s representative. Within ten (10) business days of completion of the Work, Contractor shall complete all returns of material to a location as instructed by the Company representative. Notwithstanding the foregoing, for longer projects, Contractor shall return materials by segment completion or MR completion, in accordance with procedures and directions specified by Company. Material not returned within ten (10) business days of completion of the Work (or segment completion or MR completion, as applicable) will be charged to Contractor.Contractor shall store and/or stage material in a manner that will cause the least interference with the normal use of the land affected by the Work throughout the Project and causes the least risk of safety hazard or pany shall provide material delivery, handling and receiving procedures in Contractor’s Work packet.Material Furnished by Contractor:Contractor shall furnish and supply all equipment necessary to provide the services and complete the Work, unless specifically identified in the Contract Documents as being provided by Company.Contractor shall supply all miscellaneous material (i.e. consumables) necessary to complete the Work, unless specifically identified in the Contract Documents to be provided by Company. All costs for equipment and materials to be supplied by Contractor are included in the price for the Work established in the Contract Documents.All materials and equipment furnished by Contractor shall conform to Company’s specifications and requirements.Material Attrition:Contractor is responsible for all material attrition associated with the Work and Company shall not be charged for that material. Material attrition will be accounted for at completion of the Work after an accounting of the material used to complete the Work and the material returned after completion.MiscellaneousContractor shall provide a single point of contact to coordinate with Company supply chain Personnel for compliance with this Article.Substitution of MaterialsThe Drawings and specifications for the Work may generally refer to particular items of manufacturers by using types, trade names, or similar references. The use of such references is intended to establish the minimum standards of design, function, quality, and appearance. Company's intent is to permit consideration of use of alternative qualified materials and products, provided such materials and meet the design and performance requirements for the Project. Contractor must comply with the procedures and conditions stated in this Exhibit with respect to any substitution of any materials.Where two or more manufacturers, dealers, products, materials, or similar designations are specified in specifications, Drawings or other Contract Documents for the Work, the Contractor may choose which of the designated items to use, provided the item meets all requirements of specifications and design of the material or product used as a base specification. Company Engineer reserves the right to approve or disapprove (in Company’s sole discretion) deviations of design, function, construction, or similar differences that may be present or proposed in an alternate product from that which is used as a basis for the specification.Where specifications, Drawings or other Contract Documents for the Work specify one manufacturer, type, trade name, or similar identification for a particular material, product, assembly, or equipment, Contractor shall use such specified item for the Work, unless a substitution is approved in advance by Company as provided in this Section.Contractor must submit to Company all requests for any substitution of specified materials, products, manufacturers, dealers, etc., in writing at least seven (7) days prior to Project start date. Requests received after this time will not be reviewed or considered, regardless of cause. Requests shall clearly describe the item for which approval for substitution or deviation is requested and shall be accompanied by the manufacturer's literature, specifications, drawings, cuts, performance data, or other information necessary for Company to evaluate the described item for substitution.If a substitution requested by Contractor is approved by Company and is used in the Work, Contractor shall be responsible for all cost incurred by Company, its other Contractors, or by Contractor on account of additional work and changes required to incorporate the substituted item into the Project, including all work and changes performed under Company’s contracts with Third Party Contractors.EquipmentContractor’s equipment shall be serviceable and shall be kept in good, safe operating condition. Contractor shall repair or replace any equipment which may adversely affect the workmanship of the Work, safety to any Personnel at the Work Site or the public, or unduly retard progress of the Work, No instruction by Company to repair or replace Contractor equipment shall be construed to constitute a lease, hire or rental of such equipment by Company and Company shall exercise no rights, power, dominion or control over such equipment.Any and all charges for equipment shall be specified on the Pricing Exhibit or Labor and Equipment Rate Schedule or Change Order (if applicable).All Contractor-owned equipment shall be marked with Contractor identification, to include Contractor’s name, and may, at Company discretion, include local phone number where Contractor can be reached (via staffed office, answering machine, answering service, etc.) during business hours.Methods of Field OperationThe Contractor shall inform the Company in advance concerning its plans for carrying out each part of the field Work. Review by the Company of any plan or method of Work proposed by the Contractor shall not relieve the Contractor of any responsibility for the Work, and such review shall not be considered as an assumption of any risk or liability by the Company or any officer, agent, or employee of Company. The Contractor shall have no claim because of the failure or inefficiency of any plan or method so reviewed.Contractor’s use of any method of Work suggested by the Company shall be at the risk and responsibility of the Contractor, and the Company assumes no responsibility therefore. Contractor shall be solely responsible for the safety, adequacy, and efficiency of its equipment and methods.Contractor's Supervision at SiteThe Contractor shall furnish adequate management, supervisory, and technical Personnel on the Site to ensure expeditious and competent handling of the Work.The Contractor's field organization shall include an experienced staff of qualified technical Personnel to handle onsite contract administration, engineering, planning/scheduling, safety and inspection requirements, and direction of all field Work. The field organization shall also include a staff to handle timekeeping, employment, accounting, purchasing and expediting, stores and warehouses, stock and tool rooms, and security.If it becomes necessary to remove any of the Contractor's Personnel, or if any of the field organization positions become vacant during the course of the Work, replacements acceptable to the Company shall be provided.Working HoursContractor’s price for the Work is based on working normal hours, Monday - Friday except when those days are holidays, or as otherwise specified in the Contract Documents. Contractor may request prior authorization to perform Work in overtime hours, Saturday, Sunday, holiday, which authorization is subject to prior approval by and coordination with the Company, at the sole discretion of the Company.Field RecordsThe Contractor shall maintain at its site office at the Site, up-to-date copies of all Drawings, specifications, and other Contract Documents and supplementary data, complete with latest revisions thereto. In addition, the Contractor shall maintain a continuous record of all field changes, and at the conclusion of the Work, shall incorporate all such changes on the Drawings and other engineering records. Drawing changes shall be recorded in a neat, orderly manner, drawn to scale, and dimensioned as a qualified draftsman would show the revisions.Field drafting of these revisions shall be of equal quality and detail as the original drawings. Additions shall be shown in green, and deletions shall be shown in red. Upon completion of the revisions, two (2) copies shall be submitted to the Company.The Contractor's records consisting of marked Drawings, engineering data, and sketches shall be submitted to Company prior to Final Acceptance, but no later than ten (10) days after completion of the Work.Documentation for maintenance and inspections required for storm water issues shall be maintained by Contractor and provided to Company upon request.Testing and Inspection by ContractorThe Contractor shall provide as a part of the Work adequate testing and inspection to ensure complete compliance with the specifications and requirements of the Contract Documents. Any review of such testing and inspection reports shall not imply acceptance of Work by the Company. The Contractor shall provide adequate and competent supervisory Personnel to ensure compliance with the specifications and requirements of the Contract Documents. All costs for such testing and inspection are included as part of the price for the Work.Engineering and InspectionSupplementing the requirements of the Agreement, the Company may appoint such inspectors as the Company deems proper to inspect the materials furnished and the Work performed for compliance with the specifications and Contractor Documents. Contractor shall furnish all reasonable assistance required by the inspectors, for the proper inspection of the Work. Should the Contractor object to any interpretation of the specifications or Contract Documents by an inspector, the Contractor may submit a written request to the Company to review its objection.Inspection shall not relieve the Contractor from any obligation to construct the Work strictly in accordance with the Contract Documents. Work not so constructed shall be promptly removed and replaced by the Contractor at its own expense.Permits and InspectionSupplementing the requirements of the Agreement, the Contractor shall accommodate inspections by third party organizations including but not limited to authorized code inspectors, insurance agencies, and city, state, and federal officials, and shall render all necessary assistance to aid these representatives in making inspections.Inspection and Correction of ErrorsAll defects, errors or omissions in the Work identified prior to Final Acceptance shall be completed by the Contractor at the Contractor's sole expense within five (5) days after the Company gives the Contractor notice of a defect, error or omission. If within that time period the Contractor fails to make, or to undertake with due diligence to make, the necessary corrections, the Company is authorized to make the corrections itself, or order the work to be done by a third party, and the cost of the corrections shall be paid by the Contractor.Unfavorable Construction ConditionsUnless otherwise directed by Company, during periods of unfavorable weather, wet grounds, or other unsuitable construction conditions, the Contractor shall confine its operations to Work which will not be affected adversely by the condition. No portion of the Work shall be constructed under conditions which would adversely affect the quality or efficiency of the Work, unless special means or precautions are taken by the Contractor to perform the Work in a proper and satisfactory manner.Protection of Existing FacilitiesContractor shall protect all concrete surfaces from chipping, gouging, scratching, staining, and other damage. Sections damaged by Contractor or its Subcontractors shall be repaired or removed and replaced by Contractor at no expense to Company, subject to the Company's discretion.The Contractor shall immediately repair any damage which results from its construction activities or abnormal use, including damage done to the existing facilities or the work of other Contractors. All such repair work shall be performed to the satisfaction and acceptance of the Company.Protection of WorkThe Contractor shall be solely responsible for the protection of its Work until Final Acceptance by the Company.The Contractor shall have no claim against the Company because of any damage or loss to the Work and shall be responsible for the complete restoration of damaged Work to compliance with the specification, Drawings and Contract Documents.In the event the Contractor's Work is damaged by another third party not under its supervision or control, the Contractor shall make its claim directly with the third party. If a conflict or disagreement arises between the Contractor and a third-party contractor concerning the responsibility for damage or loss to the Contractor's Work, the conflict shall be resolved as provided in the Agreement. Such conflict shall not cause delay in the restoration of the damaged Work. The Contractor shall restore the Work immediately at its cost, subject to possible reallocation of the cost on resolution of the conflict.Losses from Natural CausesAll loss or damage arising out of the nature of the Work, or from the action of the elements, or from flood or overflows, or from groundwater, or from any unusual obstruction or difficulty, or any other natural or existing circumstance, either known or unforeseen, which may be encountered in the performance of the Work, shall be sustained and borne by the Contractor at its own cost and expense.Minor DefectsNo claims by Contractor for extra compensation in connection with Company-furnished equipment and materials with minor defects will be considered unless the claim is made and accepted by Company in writing in accordance with the applicable provisions in the General Conditions.When field labor is needed to correct significant errors or omissions in Company-furnished equipment and materials, the Contractor shall report such discrepancies to the Company before any repair or other additional work is started. Work will proceed only on written order by the Company and Company’s responsibility for payment to the Contractor shall be determined by Company and, if any, shall be documented by Change Order. Company shall undertake any negotiations or back charges involving the manufacturer or vendor.Construction Area LimitsThe Company may designate the boundary limits of access roads, parking areas, storage areas, and construction areas, and the Contractor shall not trespass in or on areas not so designated. Contractor shall be responsible for keeping all of its Personnel out of areas not designated for the Contractor's use.The Contractor shall at all times be responsible for the care of the Site and existing facilities at the Site. Contractor shall replace or repair, at its own expense, all damage to the Site and the facilities and shall restore all areas to the conditions which existed previous to starting Work.Underground InstallationUnderground installations not constructed under the Agreement, such as pipelines, electrical lines, and buried structures, are indicated on the Drawings at their design locations. However, the actual locations of these underground items, as built, may vary from the locations indicated. Company does not guarantee or warranty the accuracy and completeness of information concerning the location of underground installations, and Company expressly disclaims all responsibility and liability for the accuracy and completeness of thereof.The Contractor shall not rely only upon information indicated on the Drawings concerning existing underground installations. Contractor shall be responsible for confirming at its sole expense and the location of underground installations.Any delays, additional work, or extra cost to the Contractor related to existing underground installations shall not constitute a claim by Contractor to Company for extra work, additional payment, or damages.Location of ObstructionsContractor shall be responsible for, at Contractor’s expense, arranging such buried obstruction location identification as required by Application Laws, through the One Call Utility Locating Center. Other means of location of facilities shall be at Contractor’s expense unless authorized in advance and agreed upon by Company Representative.Lines and GradesAll Work shall be completed to the lines, grades, and elevations indicated on the Drawings. Basic horizontal and vertical control points will be established or designated by the Company. These points shall be used as datum for the Work. Such monuments and data shall be carefully preserved by the Contractor, and if displaced, shall be reset at the expense of the Contractor. Additional monuments may be set by the Contractor with Company’s prior written authorization.The Contractor shall lay out and correctly establish all lines, levels, grades, and positions of all parts of the Work. All stakes, control points, and bench marks set by the Contractor shall be sturdy, substantial, well protected, and shall be subject to inspection and approval by Company; however, the accuracy of these stakes, control points and bench marks set by the Contractor shall remain the responsibility of the Contractor.Any Work performed without being properly located may be ordered removed and replaced at the Contractor's expense.Job Site ReportingWhen requested by Company Representative, Contractor shall be required to have its crews report directly to the job site. “Job Site Reporting” may be applicable to unit and time and equipment Work.SecurityThe Contractor shall be responsible for the protection of its materials, equipment, and Work in progress on the construction Site from theft, vandalism, fire and all other damage or loss.The Company shall have the right to inspect vehicles leaving the construction Site. Search of vehicles will be done under supervision of the Company and Contractor's Personnel only.AdvertisingNo signs, billboards, or other advertisements shall be erected on the Site by the Contractor or Subcontractors, and the name of Company or the Project shall not be used in any advertising or in any other promotional context by Contractor without the Company's prior written permission.Labor RelationsLabor Relations Information. To provide the Company advance notice of potential labor relations issues that may affect the project, the Contractor shall give to the Company prompt notice in writing of (a) every demand for collective bargaining (under the provisions of the Labor-Management Relations Act as amended) made upon the Contractor of any of its Subcontractors by any labor organization as soon as such demand may come to the Contractor's attention; and (b) any labor dispute which may reasonably be expected to affect performance of the Work by the Contractor or any of its Subcontractors or the final cost of such Work to the Company.Contractor Participation in Local Bargaining. In addition to the Contractor's legal obligation under the Labor-Management Relations Act as amended, in the event the Contractor is a subscriber to a multi-employer bargaining association or group, the Contractor shall, if the Company so directs, participate in the collective bargaining of that group with any of those labor organizations claiming jurisdiction over any portion of the Work.Action in Event of Strike. In the event of a labor dispute which threatens to adversely affect the progress or cost of the Work, the Company reserves the right to restrict the additional hiring of employees; to suspend or discontinue the Work of the Contractor and any Subcontractors; or in the Company's sole discretion to terminate the Work or any portion thereof. The paragraph shall be applicable regardless of whether the Contractor or any Subcontractor is directly involved in said labor dispute.Conformance with Existing Contracts. The Contractor shall exercise its management rights either specifically detailed in or not expressly limited by applicable collective bargaining agreements. Such management rights shall be deemed to include, but shall not be limited to, the right to hire, discharge, promote, and transfer employees; to select and remove foremen or other levels of supervision, to establish and enforce reasonable standards of production, to introduce to-the-extent-feasible labor saving equipment and materials; to determine the number of craftsmen necessary to perform a task, job, or project; and to establish, maintain, and enforce rules and regulations conducive to efficient and productive operations.The Contractor shall conduct its labor relations in accordance with established labor agreements and shall advise the Company prior to making any new commitments or any negotiation of new agreements or understandings with local or national labor organizations as they affect the Work.National Agreements. Prior to the start of Work, the Contractor shall advise the Company of the status and provisions of any national agreements to which the Contractor is signatory. The Contractor shall supply to the Company copies of national agreements to which it is a party.No later than five (5) days before the expiration of any local agreement which may affect the Work, the Contractor shall meet with the Company for the purpose of discussing the appropriate course of action.Jurisdictional Disputes. The Contractor agrees that in the event any of its employees, or union representing such employees, breach the labor agreement between the Contractor and the union representing the Contractor's employees, the Contractor shall exercise all legal remedies to which it is entitled under state and federal law, including, by way of example only, unfair labor practice charges with the National Labor Relations Board, requests for temporary restraining orders, injunctions under state and federal law, and suits for damages against the union representing the employees of the Contractor. Further, in the event the employees of the Contractor, or the labor organization representing such employees, engage in jurisdictional disputes, the Contractor will institute appropriate legal actions as required by the labor agreement between the Contractor and the labor organization involved, and will institute whatever legal remedies are available under federal and state law to the Contractor.Scheduled Overtime. Not authorized unless specifically noted in Scope of Work. Labor Supply. The Contractor shall determine the actual number of craftsmen who are available for the Work in the appropriate geographical area and will project such availability throughout the Project Schedule for the Work. Further, the Contractor shall determine the number of journeymen, apprentices, and trainees that the Contractor will require on a month-by-month basis until Project completion. The Contractor shall also devise a course of action to enable it to perform the Work, especially during periods of projected labor shortages. The program may include, but shall not be limited to, shift work, methods of recruitment, training, and/or apprentice programs, or hiring journeymen directly when the union's referral arrangements fail to provide journeymen under the applicable labor agreement(s).Use of Apprentices. The Contractor shall maintain the maximum complement of sub-journeymen, apprentices, or helpers in the field work force as permitted by the local collective bargaining agreements. Sub-journeymen, apprentices, and helpers shall perform journeyman work as qualified. If the relevant building trades unions are unable or refuse to supply the sub-journeymen, apprentice, or helper manpower required, the Contractor shall join with the Company to implement a program to employ personnel from whatever source is available to perform Work normally handled by sub-journeymen, apprentices and helpers.Use of Prefabricated Materials. The Contractor shall purchase materials, equipment, and prefabricated or factory-assembled units to obtain the best cost/quality alternative consistent with the specifications and Contract Documents, unless the material in question is covered by a work preservation clause of the applicable collective bargaining agreement.Preconstruction Meeting: The Contractor shall conduct a preconstruction meeting with the local labor union prior to mobilization to determine jurisdiction of work.The Contractor shall install prefabricated or preassembled equipment where specified or purchased by the Company or otherwise where it is deemed to be the most economical alternative, regardless of whether it is fabricated in a union shop and requires necessary changes or rework.Hazardous Materials, Waste Site ExcavationContractor will provide Hazardous Waste Operations Emergency Response (HAZWOPER) trained Personnel: 1) while conducting Work on an Uncontrolled Hazardous Waste Site, Superfund site or other contaminated site that could trigger HAZWOPER planning and training requirements; or 2) when requested by Company representative. These HAZWOPER trained Personnel must be trained and equipped in compliance with 29 CFR 1910.120. All necessary monitoring, personal protective equipment, site investigations, Health and Safety Plan development, and training shall be provided by the Contractor at the Contractor’s expense.Preservation of Monuments and StakesThe Contractor shall carefully preserve all monuments, benchmarks, reference points, and stakes. The Contractor will be charged with the expense of replacement of any such items destroyed, damaged or moved, and shall be responsible for any mistake or loss of time that may be caused by such destruction, damage or movement. Permanent monuments or benchmarks which must be removed or disturbed shall be protected until they can be properly referenced for relocation. The Contractor shall furnish materials and assistance for the proper replacement of such monuments or benchmarks.CranesUnless otherwise specified in the Contract Documents, Contractor shall furnish cranes necessary for the performance of its Work.Employee Necessities, HousekeepingCompany shall not be responsible for providing food, water, shelter, transportation, sanitary facilities, or any other necessities needed for Contractor’s Personnel for performance of the Work. Contractor shall keep the areas of the Work site and surrounding area cleared of all garbage, debris and waste materials and shall keep working areas and material neat and orderly.Clean-up rounds by Contractor must be made each day that Contractor is on Site, and all debris shall be disposed of properly as directed by Company Representative. If Contractor fails to maintain the area to Company Representative’s satisfaction, Company shall have the right to, at its option: (a) clean the Site, dispose of all collected materials, and charge Contractor for all costs associated therewith or (b) assess Contractor an amount equal to ten percent (10%) of the Work price as liquidated damages.Upon completion of the Work, Contractor shall leave Company Site clean and free of all debris, surplus materials, and similar items resulting from the Work.Environmental Requirements. In addition to those Environmental Directives made a part of this Exhibit B, the following shall apply: Archaeological Items Found on Site. In the event that any Indian relics or other items with archaeological or historical value are discovered by the Contractor or any of its Subcontractors, representatives or Personnel, the Contractor shall immediately notify the Company and shall cease Work in the vicinity of the discovery. Any such items discovered shall not be disturbed in any manner without the concurrence of the Company. Company shall have the right to stop Work should an item fitting the description of an archaeological item be discovered which may not have been recognized as such by the Contractor or its employees. Work shall be resumed only on written notification from the Company. Neither the Contractor nor any of its Subcontractors, nor any of their representatives or Personnel shall have any property rights in such relics or items.Restoration of Disturbed Areas. Construction site areas disturbed by the activities of the Contractor or any of its Subcontractors, except those areas located within the boundaries of the permanent facilities, shall be restored to a natural state to the satisfaction of the Company. Restoration shall include, but may not necessarily be limited to, grading and seeding as directed by the Company.Removal of Water. Surface and infiltrated ground water shall be disposed of by collecting the water in sumps and pumping it to a location acceptable to the Company as specified in the specifications or Contract Documents.Herbicides, Biocides, and Insecticides. The use of growth retardants, biocides, insecticides, and other hazardous chemicals by Contractor or its Subcontractors is prohibited.Noise Control. All construction equipment and machinery provided by the Contractor shall be equipped with suitable noise abatement devices such as mufflers and silencers. Such noise abatement devices shall be inspected and maintained by Contractor at regular intervals. All construction equipment and machinery provided by the Contractor for its use and the use of its Subcontractors shall comply with all federal, state, and local regulations regarding noise levels and control.Storage of Organic Materials. All oil, fuels, greases, and similar materials under the control of the Contractor or its Subcontractors shall be stored in accordance with the requirements of the federal, state, and local Pollution Control Agency. Storage methods are subject to approval by the Company.Oil Spill Prevention Control and Countermeasures. The Company will implement a Spill Prevention Control and Countermeasures (SPCC) plan in accordance with the requirements of the Environmental Protection Agency. The Contractor shall perform the Work in compliance with applicable requirements of the SPCC plan.Dust Control. The Contractor shall control fugitive dust in construction work areas by sprinkling of water. A general requirement will be that fugitive dust shall be confined to the Site.Chemical Disposal. Chemical and hazardous material shall not be disposed of by Contractor or its Subcontractors on Site.Construction Storm Water. The Company will obtain a construction storm water permit if required by federal, state or local law. The Contractor shall perform the Work in compliance with the requirements of the permit and Applicable Law.Transportation, Recycling and/or Disposal Activities. Contractor shall comply with the terms and conditions of the Special Conditions for Environmental Services attached to the Agreement in connection with the Work.Use of ExplosivesUse of explosives are not permitted by Contractor or its Subcontractors.DOT and PUC ComplianceContractor shall comply with all applicable drug and alcohol testing, education and training, record retention and reporting requirements imposed upon operators of pipeline facilities pursuant to 49 CFR Part 199. Contractor shall supply Company with statistical data on drug and alcohol testing results on a quarterly basis and shall include the information described in 49 CFR Parts 199.25 and 199.229. This data shall be sent to Fitness for Duty Consultant, Xcel Energy, 414 Nicollet Mall GO2, Minneapolis, Minnesota 55401. In addition, Contractor shall allow Company and appropriate regulatory authorities access to property and records as required by 49 CFR Parts 199.21 and 199.245 for purposes of monitoring compliance with 49 CFR Parts 40 and 199.Contractor shall comply with all applicable drug and alcohol testing, education and training, record retention and reporting requirements imposed upon operators of commercial vehicles by the Department of Transportation pursuant to 49 CFR Parts 40 and 382. In addition, Contractor shall allow appropriate regulatory authorities access to property and records as required by 49 CFR Parts 382.405 for purposes of monitoring compliance with 49 CFR Parts 40 and 382.Contractor shall comply with all applicable provisions of 49 CFR 390-399, the Federal Motor Carrier Safety Regulations regarding transportation of electrical equipment including, but not limited to, regulations which apply to securing of equipment for transport, marking and placarding of transport vehicles and regulations governing driver qualifications.Contractor shall allow access to its property and records to Company, the Administrator of the Federal Highway Administration, and any other Governmental Bodies with jurisdiction over the Company or the Work for the purpose of monitoring Contractor’s compliance with applicable state and federal regulations.Contractor agrees that if any of the Work to be performed under this Agreement is subcontracted, the requirements of the preceding paragraphs in this section shall be incorporated into an agreement executed between Contractor and Subcontractor.Work ChangesSupplementing the requirements of the Agreement, all changes to the Work must comply with the following requirements:The Contractor must not perform any Work it sees as changes, deviations or extras to the scope or Work without the Company's prior written approval.The Contractor shall not be reimbursed for Work it performed as extra, deviation or change from the scope of Work without prior written approval of the Company.Contractor must notify the Company in writing if Contractor believes that a particular item or phase of the Work is an extra, deviation or change from the scope of Work. Contractor’s notice must clearly state the reason the Contractor is claiming an extra, deviation or change. The Contractor shall identify the cost of performing such extra, deviation or change in the Work, with an itemization of charges for time, materials and equipment.Contractor shall submit to Company all applicable invoices for payment of changes, deviations and extras to the Work which have been approved by Company as provided in the Agreement.Pole Attachment WorkFrom time to time, Contractor may enter into contracts with a wireless service provider or with a county, city, or municipal government (“Third Party Attacher”) to perform work that requires access or attachments to utility poles or other assets owned or controlled by Company (“Third Party Work”). If Contractor does perform Third Party Work, the Agreement shall apply to such Third Party Work as provided in this Section.All Third Party Work shall be performed by Contractor on the same basis as if that Third Party Work were “Work” as defined in the Agreement. Without limiting the generality of the foregoing, all provisions of the Agreement relating to security, emergency response, project supervision, protection of Company facilities, Contractor responsibilities, scheduling, inspection, suspension of work, warranties, insurance, confidential information, indemnity, independent Contractor status, subcontracting, data privacy, environmental responsibilities, safety procedures, employee training, advertising and labor relations, shall apply to all Third Party pany shall have no responsibility or obligation whatsoever for the Third Party Work, including but not limited to any obligation to pay for any Third Party Work, and Contractor hereby releases and holds Company harmless in connection with Third Party Work. Contractor must make its own assessment of the ability of a Third Party Attacher to pay for Third Party Work. Contractor will not record or file any evidence of a mechanics lien? security interest or other encumbrance with respect to Third Party Work under Company’s name or on real estate interests held by Company.If Contractor is no longer a party to a contract with Company, or if Contractor is no longer permitted to perform Work for Company, then Contractor shall not perform any Third Party Work.to Exhibit B - Contractor Safety SystemIntroductionSafety Tenet:There is no job we do or service we perform so urgent that we cannot take the time and use the necessary equipment to do it safely.PurposeThe Contractor Safety System (herein referred to as System) provides an administrative structure and management process within which Xcel Energy will coordinate contractor programs to ensure Contractors are providing for the safety and health of their personnel, Xcel Energy personnel, and other individuals affected by their activities. This System sets forth the basic rules and regulations for all personnel involved in construction and/or maintenance service work. The term “construction” throughout this document includes construction and maintenance services performed for Energy Supply facilities and/or locations. The intent of this System is to enhance and supplement the safety and health standards that are required by law and in contract documents. This System does not cover the full spectrum of published safety and health standards mandated by law or regulation. Contractors shall not assume they are responsible for only those safety requirements referenced in this System, nor that they are current and quoted as published. It is the responsibility of the Contractor and its personnel to ensure they are in compliance with all applicable safety regulations.Xcel Energy is committed to eliminating all worker injuries at Xcel Energy projects and facilities. All Contractors and their personnel are empowered as follows:To conduct their work in a safe manner;To stop work immediately to correct any unsafe condition or at risk work practice; andTo take corrective action so work may proceed in a safe manner.ScopeThe information contained in this System applies to all locations under the control and/or operation of Energy Supply where Contractors may be working in a maintenance or construction role.Xcel Energy DisclaimerNOTHING CONTAINED HEREIN SHALL IMPOSE, OR BE CONSTRUED AS IMPOSING, ANY RESPONSIBILITY UPON XCEL ENERGY FOR CONTRACTOR'S COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS, STANDARDS, REGULATIONS, CODES, RULES AND ORDERS, AND THE PROVISIONS SET FORTH HEREIN. THE CONTRACTOR IS RESPONSIBLE FOR KNOWLEDGE OF AND COMPLIANCE WITH CURRENT AND RELEVANT FEDERAL, STATE, AND LOCAL LAWS, STANDARDS, REGULATIONS, CODES, RULES AND ORDERS, INCLUDING FEDERAL AND STATE OSHA REGULATIONS, AND RECOGNIZES THOSE REGULATIONS MAY BE BROADER THAN THE PROVISIONS OF THIS SYSTEM OR MAY HAVE CHANGED SINCE THE DRAFTING OF THIS SYSTEM. FURTHERMORE, NOTHING CONTAINED HEREIN SHALL IMPOSE, OR BE CONSTRUED AS IMPOSING, ANY RESPONSIBILITY UPON XCEL ENERGY FOR THE ADMINISTRATION OF CONTRACTOR’S SAFETY PROGRAM. THE CONTRACTOR, AND NOT XCEL ENERGY, ASSUMES AND ACCEPTS FULL LEGAL RESPONSIBILITY FOR THE SAFETY PRACTICES OF ITS EMPLOYEES, CONTRACT WORKERS, AND SUBCONTRACTORS.In the event of a conflict between the provisions of this System and applicable local, state or federal safety and health laws, regulations and/or standards, contract documents or the Contractor's own safety plans, the more stringent shall apply.DefinitionsCompany - Refers to Xcel Energy and its subsidiariesCompetent Person - The term ""Competent Person"" is used in many OSHA standards and documents. An OSHA ""competent person"" is defined as ""one who is capable of identifying existing and predictable hazards in the surroundings or working conditions which are unsanitary, hazardous, or dangerous to employees, and who has authorization to take prompt corrective measures to eliminate them"" [29 CFR 1926.32(f)]. By way of training and/or experience, a competent person is knowledgeable of applicable standards, is capable of identifying workplace hazards relating to the specific operation, and has the authority to correct them. Some standards add additional specific requirements which must be met by the competent person.Contractor - Entities performing work for Xcel Energy subject to a written contract. This includes entities of any tier in the work process that have employees engaged in work or oversee another employer that has employees engaged in work. Tiers may include the prime or general contractor, and subcontractors.Qualified Person - A person who, by possession of a recognized degree, certificate, or professional standing, or who by extensive knowledge, training and experience, successfully demonstrated the ability to solve/resolve problems relating to the subject matter, the work, or the project.Contractors shall provide written reasoning for a person to be considered qualified for a particular job upon request by Xcel Energy Management.Xcel Energy Management - Xcel Energy employees or their designees who are responsible for the contracting and oversight of Contractors to complete a specific scope of work.Xcel Energy Safety Department - Members of the Xcel Energy Safety Department who are assigned to support safety at the facility or on the project by the Xcel Energy Safety Director.Xcel Energy Industrial Hygiene - Members of the Xcel Energy Safety Department, Industrial Hygiene Group, who are assigned to support safety at the facility or on the project by the Xcel Energy Safety Director.Contractor General RequirementsSafety Program/PlansUpon request, the Contractor shall provide to Xcel Energy its written safety program detailing its safety management processes and application of the Occupational Safety and Health Act (OSHA) requirements to its work. Written safety programs may be requested through Xcel Energy’s third-party administrator, Avetta, directly by Xcel Energy Management, or a combination thereof.Contractors identified as “high risk” due to historical safety performance or Contractors that are performing high risk work as identified on Xcel Energy’s Contractor Safety Program “Safety and Health Hazard Assessment Survey” (Appendix B), shall submit a Site Specific Safety and Health Plan (SSSHP) for review and approval prior to site mobilization. The SSSHP shall address how each hazard or risk identified on the Appendix B will be controlled or eliminated.Contractor Site Safety Representative or ProfessionalSafety Representative: Each Contractor and subcontractor of any tier shall designate an on-site safety representative (“Contractor’s Designated Safety Representative” or “Safety Representative”) who is charged with the responsibility of onsite safety management for their personnel. At a minimum, the Contractor’s Designated Safety Representative shall: Meet the requirements of a Competent Person as defined by OSHA for all phases of construction within the contractor’s scope of work; Remain at the Project or facility at all times when his/her workforce is on-site. Should the on-site Safety Representative leave the premise s/he shall designate another person to act as the Safety Representative for the duration of his/her absence. This person shall meet the requirements of a Competent Person and have the authority to immediately correct any unsafe condition identifiedThe requirements shown above are a minimum and Xcel Energy shall have the right to require the Contractor’s Designated Safety Representative(s) to meet additional requirementsSafety Professional: When the Contractor has fifty (50) or more personnel on-site, including any subcontractor personnel, the contractor shall provide an on-site safety professional who meets the requirements set forth below. An additional safety professional is required for each 50 personnel increment. Xcel Energy Safety Department reserves the right to modify the on-site safety professional requirement based on the contractor’s Conditions of Approval by Xcel Energy, complexity of the scope of work, or other project safety performance conditions. Functional responsibilities of the Contractor Safety Professional(s) shall be the implementation of all Contractor safety policies, applicable laws, regulations, codes and Xcel Energy safety policies; provision of training to Contractor personnel in the avoidance of work related hazards; and frequent worksite inspections to ensure compliance with safe work practices, hazard control measures and the proper selection and use of personal protective equipment (PPE).The Contractor Safety Professional(s) shall, at a minimum, have at least one of the following: Bachelors or Associates Degree in Occupational Health and Safety or related fieldSafety certificate recognized by the Council on Certification of Health, Environmental and Safety TechnologistsCertificate of Safety Management recognized by the American Society of Safety EngineersAdvanced Safety Certificate recognized by the National Safety CouncilCSP, CHST, or OHST certification by the Board of Certified Safety ProfessionalsCUSP certification by the Utility Safety & Ops Leadership Network - USOLNor other accredited safety designation and two years of full-time professional safety experience. Contractor Safety Professional(s) shall have technical knowledge related to worker safety and health and provide the necessary documentation to substantiate by education, training, experience or combination thereof, for identified work scope, as requested. Additionally, Contractor Safety Professional(s) or designee shall be currently certified in first aid/CPR, trained in blood borne pathogen hazards and Automated External Defibrillator (AED) usage. Other safety qualifications may be accepted at the discretion of the Xcel Energy Safety Department.The Contractor Safety Professional(s) shall be vested with the authority, within his or her respective organization, to fulfill the obligations of this position. Additional Safety Professional(s) may be required based on Contractor or Subcontractor safety performance or at the request of the Xcel Energy Safety Department.The contractor shall provide qualifications of the proposed Contractor Safety Professional(s) for review and acceptance prior to arrival on site. The Xcel Energy Safety Department reserves the right to accept, reject or request changes to Contractor Safety Professional(s).Safety and Health Orientation Prior to starting work at an Xcel Energy facility or project, all personnel of the Contractor shall receive an orientation. The orientation shall cover general safety and health rules, regulations, site-specific policies, and hazards, as well as, Xcel Energy’s Safety and Health Hazard Assessment Survey (Appendix B). The Contractor shall be responsible for the orientation of its personnel, subcontractors, and visitors and shall ensure that all personnel receive all safety and health information provided to it by Xcel Energy. All personnel shall complete an acknowledgment that indicates the worker has been presented with, understands, and will abide by the safety rules and regulations. The acknowledgment shall include the worker’s name, date of orientation, the Contractor’s name and Project name. Documentation of this orientation shall be maintained on file for review.Incident Reporting and InvestigationThe Contractor shall immediately notify (within 30 minutes) Xcel Energy Management of any worker injury and/or illness requiring medical treatment; injury or illness requiring first-aid treatment; near miss events that could have resulted in injury or illness; chemical spills or damage to equipment and/or property; any injury, property damage, and/or near miss incident involving the general public (including any alleged injuries reported by a member of the public); Additionally, the Contractor shall assist Xcel Energy Management during any safety, health or environmental related investigation, if requested to do so.Contractor shall perform an incident investigation and shall submit a finalized report to Xcel Energy Management for review within forty-eight (48) hours of the occurrence unless other arrangements are agreed upon by Xcel Energy Management. The incident report must summarize the events, the nature of injury, illness, chemical spill, damage to equipment and/or property or any injury, property damage, and/or near miss incident involving the general public (including any alleged injuries reported by a member of the public) and all causes and corrective measures taken to mitigate any future occurrences. Emergency ProceduresThe Contractor’s personnel shall participate in all emergency drills and will react prudently to all alarms that will affect their work location. In the event of an emergency or emergency drill; Contractors, vendors, and visitors are required to muster at the designated locations.The Contractor shall have a means of accounting for all personnel under its authority or control and have established a procedure to communicate with site management during an emergency.SmokingSmoking, including use of electronic cigarettes, is only allowed in site management designated posted areas. Disciplinary action shall be taken against those who violate this rule. Substance AbuseAll Contractors, vendors, visitors and their personnel are required to comply with Xcel Energy’s Drug and Alcohol/Fitness for duty policy or the Contractor’s Drug and Alcohol Policy if approved for use by Xcel Energy. Impairment or illegal drug use or possession will result in immediate and permanent dismissal from all Xcel Energy facilities, locations, and/or areas under its operating authority or control.Housekeeping and Waste Disposal Contractors shall keep all areas in which they are working clean and organized. At no time shall flammable materials be allowed to accumulate, nor will materials or equipment be allowed to create additional hazards. All hazardous or regulated waste generated must be properly handled and disposed of in accordance with Xcel Energy, federal, state, and/or local regulations. At no time will chemicals be intentionally released or disposed of in waterways, drains, the ground, paved areas, storm water drains, dumpsters, garbage cans, or the sewer system. For accidental releases, it is the responsibility of the Contractor or vendor to see that prompt corrective actions are taken and to notify Xcel Energy Management immediately.The Contractor shall remove all unused chemicals and products after completion of each job, unless:The chemical or product was provided or paid for by Xcel Energy and must be returned to Xcel Energy per the Contract documents; or Xcel Energy has specifically approved the turn-over of these materials to an Xcel Energy facility. The Contractor shall not abandon unused chemicals or products at any Xcel Energy facility or job-site.Hazard Communication/Employee Right to Know Xcel Energy’s Management shall ensure that Contractors are provided information on known chemical hazards so each Contractor can inform its personnel of such hazards prior to starting work at an Xcel Energy site.Contractors shall submit their Safety Data Sheet (SDSs) to Xcel Energy Management ten (10) days prior to arrival on-site. Contractors shall also notify Xcel Energy Management of any intention to introduce hazardous chemicals or hazardous materials into the worksite.Safety Intervention and Stop Work ResponsibilityAll personnel have the responsibility to perform a safety intervention or stop work when an unsafe condition or situation develops at their worksite. Exercise of these responsibilities and rights are protected from retaliation, retribution, or any other form of discrimination towards personnel who reasonably believe that an unsafe condition or at-risk behavior will jeopardize their own or another worker’s safety or health, the health and safety of the public, or place the environment or property in danger of harm. Required Safety TrainingPrior to commencing work each Contractor shall have trained its personnel in the subject areas applicable to their work on this project. This training may include, but is not limited to: recognition and avoidance of unsafe conditions; regulations applicable to the work environment to control or eliminate all hazards or other exposures to illness or injury; hazard communication; hazardous energy isolation; confined space entry; use of fall protection devices; use of respiratory protective equipment; and any other training as required for the scope of work. Personal Protective Equipment (PPE) RequirementsPrior to commencing work, each Contractor shall ensure that its workers utilize all necessary PPE. It shall be each Contractor’s responsibility to ensure that a hazard assessment is performed to identify hazards and the PPE to mitigate said hazards. The Contractor shall ensure that its personnel are trained in, have, properly use, inspect and maintain necessary PPE. Contractors shall provide documentation of personnel training upon request by Xcel Energy Management.Search PolicyXcel Energy hereby places all Contractors, subcontractors, and visiting personnel on notice that they and their possessions are subject to search whenever they are on-site at Xcel Energy. On-site includes: parking lots, personal and company vehicles, and all other areas where Contractors perform work, whether or not said areas are owned or leased by Xcel Energy.Stretching ProgramIt is highly recommended to minimize the risk of Musculoskeletal Disorders (MSDs) that Contractors implement a voluntary stretching program for personnel and provide training on cause and effect, prevention, early identification and reporting of injuries.Safety Recordkeeping and FilesEach Contractor shall maintain on-site or make immediately available a master or central file for safety and health related documentation. Files shall be maintained in a manner that distinguishes each Contractor and its subcontractors of any tier from other Contractors. Typical documentation includes, but is not limited to:Xcel Energy Safety and Health Hazard Assessment Survey (Appendix B) of the Contractor Safety ProgramWritten Site-Specific Safety and Health Plan (SSSHP): For Contractors who have been identified as a “high risk” due to their historical safety performance or Contractors who are performing high risk work as identified on Xcel Energy’s Contractor Safety Program “Safety and Health Hazard Assessment Survey” (Appendix B). The SSSHP shall address how each hazard identified on the Appendix B will be controlled or eliminated; Orientation Attendance Log;OSHA Postings: OSHA labor postings and any notices of violations shall be maintained on-site;Job Safety Analyses (JSA) and/or Pre-task Plans;Job Safety Inspections: The Contractor shall conduct documented work site safety inspections. Documentation must contain work location, date and time, hazards identified and actions taken to eliminate, correct, or control;Safety Reports: The Contractor shall prepare and submit safety reports, at a frequency determined by Xcel Energy Management, summarizing work activities, safety observations, any safety incidents, labor hours and all regulatory agency inquiries related to the work being performed by the Contractor and/or subcontractor; Equipment Inspections: As required;Cranes: Inspections as required by OSHA (daily, monthly, quarterly, yearly) will be readily available for all cranes;Heavy Equipment: Heavy equipment will be inspected by a Competent Person prior to mobilization to ensure that the equipment is in proper working order according to manufacturer specifications. Operators or other Competent Persons will complete and document daily inspections of all heavy equipment before operating;Lift Plans: Maintain all lift plans developed for work on-site;Training Documentation: Training documentation is required for certain work practices and/or equipment operation, including, but not limited to: asbestos/lead, silica, confined space, aerial lifts, Competent Person, and fall protection;Incident Reports/ Final Incident Investigation Reports;Work Permits: Applicable permits may be issued by Xcel Energy or the Contractor as indicated by Xcel Energy Management, including but not limited to, hot work, confined space, and excavations;Site Emergency Plan: Site emergency plans are required for site-specific hazards including work at certain heights (rescuing someone who has fallen while using personal fall arrest) or in confined spaces;Safety Meetings: Contractors are required to hold regular safety meetings and daily job briefings. Records of the safety meetings shall include the topics discussed and an attendance log;Noise and Air Quality Monitoring: Records of noise and air quality monitoring shall be maintained as needed for certain work activities, such as exposure to loud equipment, abatement of Hazardous Materials, and work processes, such as welding, that generate potential exposures to hazardous substances.Silica Exposure Control Plans: Written control plans as required for generating and/or exposure to silica.Special ProvisionsGeneral RequirementsIt is the responsibility of each Contractor to ensure that personnel and the general public are provided with an environment free of hazards. This System does not relieve the Contractor of their responsibilities regarding the safety of their personnel, the employees of their Subcontractors of any tier, or protection of the general public, Xcel Energy personnel, and the preservation of property.Each Contractor shall abide by this System, Xcel Energy’s Contractor Safety Program “Safety and Health Hazard Assessment Survey” (Appendix B), its Safety Program or its Site-Specific Safety and Health Plan developed for the current Xcel Energy Project, federal OSHA regulations, state OSHA regulations, and all applicable local laws/regulations.The requirements and standards outlined in this System are subject to change in the event of regulatory changes or updates or a change in Xcel Energy site standards. Compliance with safety requirements and site standards are considered to be a part of your pricing proposal. The Contractor shall be required to develop a lift plan when performing critical lifts, when lifting personnel, or when performing any other lift when required by Xcel Energy Management.Contractor personnel may be required to attend project-specific training classes. Examples of classes include, but are not limited to: site safety orientation, hazard communication/chemical safety, confined space entry, hot work permit, electrically energized work, and hazardous energy isolation.Contractor personnel who come under “reasonable suspicion,” or cause equipment or property damage, or are injured or cause injury to another which requires medical treatment more intensive than first aid shall, at the discretion of Xcel Energy Management, submit to a full-range drug and alcohol test. Refusal to submit to the test or a positive test will result in immediate removal of the person(s) from the site. Costs of any testing shall be the responsibility of the Contractor. All personnel on an Xcel Energy location shall have the right and responsibility to stop work whenever site conditions or work practices endanger worker or public safety and health or risk damaging Xcel Energy property or equipment. Contractors shall progressively discipline and/or dismiss personnel who violate the established safety and health rules and regulations. This includes immediate removal from the site following serious violations, repeated violations, or the refusal to follow safety and health rules. All disciplinary actions shall be documented.Xcel Energy shall have the authority to remove from the site, any person (including supervisors and management of any Contractor) who is in violation of safe work practices, or who fails to ensure personnel under his or her supervision are not exposed to serious work hazards. Any Competent Person assigned to identify and remove hazards and who fails to perform this duty for any reason shall be replaced by his or her employer.The Contractor shall not receive additional payment or reimbursement for safety items and procedures, which have been identified as required in contract documents.Failure to comply with the contract safety requirements will be considered non-compliance with the contract and may result in remedial action including withholding of progress payments due the Contractor and/or removal or termination of the Contractor from the site.In the event the work or any portion thereof is shut down by either an outside agency or because of an unsafe condition as determined by Xcel Energy, the responsible Contractor shall bear the total cost caused by that shut down.In the event of a catastrophic event, such as severe injury, illness, fatality, or facility disruption, neither Contractors nor their personnel shall notify, make any contact with, or make statements to any element of the press.Xcel Energy is committed to maintaining an environment free from harassment for everyone working at or visiting our projects. Harassment is defined as “behavior that offends other individuals on the basis of sex, race, religion, national origin, sexual orientation or other protected basis.” Horseplay and pranks are prohibited. All Contractors, Subcontractors, visitors and vendors shall observe this code of conduct. All equipment shall be designed by, or under the direct supervision of, a qualified person. Contractors shall notify Xcel Energy Management of all non-manufactured safety related equipment to be utilized on the project. Non-manufactured safety related equipment includes scaffolding, ladders, fall protection, shoring, personnel platforms, below-the-hook equipment, or any other equipment that has not been engineered and manufactured in accordance with recognized industry standards. Non-manufactured safety related equipment shall not be put into service until Xcel Energy has reviewed the engineering documentation, user training records, and the specific written operating and inspection procedures developed for such equipmentNon-manufactured equipment: Equipment that has not been designed by a qualified person using analysis techniques and models to determine the safe use parameters for the equipment. The equipment must be constructed using recognized industry standards, such as welding designs and procedures in accordance with the requirements of ANSI/AWS D14.1Construction/Maintenance HazardsFallsThe Contractor’s personnel shall not be exposed to fall hazards. When a worker observes a fall hazard, he or she shall notify his or her supervisor of the hazard. The responsible Contractor shall immediately correct the hazard. 100% continuous fall protection or prevention is required for fall hazards greater than four (4) feet and for elevated work above dangerous equipment or impalement hazards. No exceptions to this requirement will be allowed for steel erection, scaffolding erection or dismantlement, overhand bricklaying, controlled access or decking zones, warning line systems or other fall protection variances. When the requirements of this section are not feasible or they create a greater hazard, notify the appropriate Xcel Energy Safety Consultant to establish alternative fall protection methods. Fall protection/prevention is required while accessing transport trailers where loading, unloading, load securement, tarping and/or other related activities require the use of ladders on the trailer deck or climbing onto the load. At sites where trailer fall protection systems are available they shall be used during all activities requiring open trailer deck access.Crane assembly and disassembly, inspection, etc.Personal fall arrest systems shall be rigged such that personnel can neither free fall more than six (6) feet, contact any lower level or obstruction, or be exposed to excessive swing fall potentials. Each Contractor shall provide for prompt rescue of personnel in the event of a fall or shall assure that personnel are able to rescue themselves.The Contractor shall have a program for the inspection of fall protection equipment.The inspection program shall require the segregation of equipment used for general rigging from that used for fall protection. Rigging can be used in a fall arrest system if the components and design of the fall arrest system meets the criteria of 29 CFR 1926.502 and a Qualified Person has determined that the set-up and rated capacity of the rigging meets or exceeds the requirements in 29 CFR 1926.502 and the rigging equipment has never been used to hoist material. General rigging components if used shall be marked or tagged to indicate their use for fall protection only. The Contractor shall prepare a written training program to ensure that personnel who might be exposed to fall hazards are knowledgeable of fall protection requirements and the proper inspection, care and use of fall protection equipment. The program shall require training in the recognition of fall hazards and the procedures to be followed in order to eliminate or minimize these hazards.Contractors and their personnel (including subcontractors of any tier), who violate fall protection requirements, shall be subject to progressive disciplinary actions.Fall Prevention All open-sided floors, platforms, or other surfaces four (4) feet or greater in height shall be guarded by OSHA-defined standard guardrail systemsThe installation of floor or wall opening covers or standard handrail systems shall be used to eliminate personnel fall exposures whenever feasible. If fall prevention systems are infeasible, then personal fall restraining or arresting systems shall be used. The use of toe-boards, screens, safety nets, canopies or other suitable barricades capable of withstanding impact forces or weight of potential falling objects shall be required where there is a danger of tools, materials, equipment or other objects falling from scaffolds, platforms or other elevated areas and striking personnel below. Guarding of Floor OpeningsThe Contractor shall ensure all floor openings with a void or gap as defined by OSHA are clearly identified and guarded at all times, during and after work hours, with physical barriers such as handrails or hole covers appropriate for the identified hazard. Permanent InstallationsThe Contractor shall not remove any permanent handrail, floor grating or any other type of permanent material that would likely create, cause or expose any individual(s) to the hazards created thereby, without notification to and approval by Xcel Energy Management. The Contractor shall, upon receiving written permission to remove permanent material, agree to furnish labor and material to install temporary protection against the hazards created by such removal. The Contractor further agrees to provide labor and materials to restore any permanent materials removed by Contractor’s personnel to its original stateWorking Over or Near Water Contractor personnel working over or near water, where the danger of drowning exists (including lakes, streams, rivers, open tanks and vessels) shall be provided with U.S. Coast Guard-approved life jackets or buoyant work vests. Continuous 100% fall protection may be used as an alternative to use of Personal Flotation Devices (PFDs). PFDs are required where safety net systems are utilized to provide fall protection.Personal Flotation Devices (PFD):Personnel shall properly wear (zipped, tied, latched, etc. in closed fashion) personal flotation devices when engaged in work in which they may be pulled into the water; when working on, over, or along water where the danger of drowning exists.Personal flotation devices shall be inspected before and after each use for defects that would reduce their designed effectiveness. Defective personal flotation devices shall not be used. All wearable PFDs shall be of a highly visible orange/reddish color and have at least 31 square inches (200 square centimeters) of retro-reflective material attached to both the front and backsides. Personal flotation devices shall be approved by the United States Coast Guard as a Type I PFD, Type III PFD, or Type V PFD, or equivalent, and shall be selected based on the water conditions (open rough or calm inland water) and speed of rescue. Ski belt type devices are specifically prohibited. Inflatable type personal flotation devices may be used with prior approval by Xcel Energy’s Safety personnel. Inflatable type PDFs are not intended to be used in areas where hot work (welding, brazing, cutting, or soldering, etc.) is expected to be performed. Personal flotation devices are not required when any of the following requirements are in place: Working behind standard height and strength guardrails Working inside operating cabs or stations that eliminate the possibility of accidental falling into the waterWearing approved safety harness with lifeline attached so as to preclude the possibility of falling into the water Guardrail systems, safety net systems, personal fall arrest systems, or fall restraint systems are required to protect personnel working at heights of four (4) feet or more above water where an unprotected side or edge exists. When Contractors are engaged in construction work over or near water and the risk of drowning is present, ring buoys with at least 90 feet of line shall be readily available for emergency rescue with travel distance between buoys not to exceed 200 feet, and at least one lifesaving skiff shall be immediately available.SkiffAt least one skiff shall be immediately available at locations where personnel work over or immediately next to water. Skiffs shall be kept afloat or kept ready for instant launching. Personnel trained in launching and operating the skiff shall be readily available during working hours. Lifesaving personnel shall perform a lifesaving drill, including launching and recovery of the skiff before the initiation of work at the site and periodically (at least monthly) depending upon the length of the project. Skiffs shall be equipped as follows:Four (4) oars [two (2) if the skiff is motor powered.] (In locations where waters are rough or swift or where manually operated boats are not practical, a power boat suitable for the waters shall be provided and equipped for lifesaving. Oarlocks attached to gunwales or the oarsOne (1) ring buoy with 90 ft of solid braid polypropylene, or equivalent line attached.One (1) ball pointed boat hookPFDs for the number equal to the skiff rated capacity for the maximum number of personnel allowed on board; allowing for the addition of the rescued personnel.Fire extinguisherNavigation lights shall be used for night operations. Skiffs without permanent mounted navigation lights shall use battery-operated lights. LaddersPortable ladders shall be rated Type I or IA and be constructed of fiberglass or other nonconductive materials. Ladder labels shall be clear and legible, if not; the ladder shall be removed from service. Manufactured wooden or metallic ladders shall be prohibited unless otherwise approved by Xcel Energy Safety Department. Ladders shall be inspected on a regular basis. Use of repaired ladders is prohibited. Straight and extension ladders shall be properly secured from being displaced.Personal fall protection shall be utilized if there is potential to fall to a level below the base of the ladder, or for potential falls into moving machinery or impalement hazards.Personal fall protection or alternate means of access shall be used if work requires excessive reaching or leaning beyond the ladder’s stringers. ScaffoldsThe following requirements shall apply to all scaffold use:Scaffolds shall be erected, moved, dismantled, or altered only under the supervision and direction of a Competent Person qualified in scaffold erection, moving, dismantling or alteration.Scaffold components shall be inspected for damage or defect prior to use. Defective components shall be immediately removed from service.The Contractor’s personnel shall be prohibited from working on scaffolds covered with ice, snow or other slippery materials, except as necessary for removal of such materials.Debris shall not be allowed to accumulate on scaffold platforms.A Competent Person shall perform a documented inspection of each scaffold prior to the start of each shift. Scaffolds shall be clearly marked and identified using a three-tag system, such as:Green tag-shall indicate the scaffold is properly erected with no deficiencies, hazards or missing components.Yellow tag-shall indicate the presence of an identified hazard, which indicates special precaution usage.Red tag-shall indicate the scaffold is in the process of erection or dismantlement and shall not be accessed except by those performing either the erection or dismantlement. If there is no tag on the scaffold, it shall be treated like a red tagged scaffold and shall not be accessed.Scaffold access ladders must be protected by suitable self-retracting lifelines whenever the length of climb exceeds 24 feet or there exists a potential for falling to a lower level adjacent to the ladder.ElectricalThe Contractor shall implement an electrical safety program for any electrical work on the project. The electrical safety program elements shall include safe installation, work practices, maintenance, and special equipment considerations.Defective and/or improperly installed electrical equipment shall be repaired or removed from service immediately.Only qualified electricians familiar with code requirements shall be allowed to perform electrical work, including installation or repair of electrical tools and equipment.Extension cords used with portable electrical tools and appliances shall be heavy duty (minimum 12 American Wire Gauge [AWG]) and of the three-wire type. Cords and temporary power lines shall be covered, elevated or otherwise protected from damage that would create a hazard to the Contractor’s personnel or others. Electrical cords and equipment shall be visually inspected for external defects.All damaged and defective cords shall be removed from service immediately (this includes cords with the ground prong missing). The Contractor shall use either ground fault circuit interrupters (GFCIs) or an assured equipment grounding conductor program to protect personnel on construction sites. These requirements are in addition to any other requirements for equipment grounding conductors.All temporary electrical tools, cords and equipment shall be properly protected by GFCIs. All portable generators shall have properly functioning GFCI outlets. GFCI receptacles shall be tested prior to being placed into service on the project and frequently thereafter.All portable generators shall be grounded according to the equipment manufacturer’s manual. Before working on electrical systems and/or equipment (including power tools), the energy source must be isolated to prevent the unexpected release of potentially hazardous energy.Any energized work must be managed under an energized work permit system approved by Xcel Energy Management.Grounding for De-Energized LinesAll Contractors shall have a personal safety grounding procedure for working on de-energized conductors in accordance with 29 CFR Section 1910.269(n) (single point equipotential).Grounding of De-energized lines shall be in accordance with the available fault current as identified in the Xcel Energy Personnel Protective Grounding Manual and current Xcel Energy Fault Study. The number of ground leads required per phase shall be determined by the highest ground fault rating at either end of the de-energized line section. Ground leads shall have a minimum conductance of 2/0 AWG copper. Prior to authorizing Work to proceed, the Contractor shall “Test for Dead.” All grounds shall be logged with the Xcel Energy authority having jurisdiction.Electric Arc Flash/BlastPersonnel with the potential for exposure to an arc flash/blast shall have, at a minimum, arc flash awareness training.Contractors are required to provide required flame resistant (FR) PPE for their personnel as needed and ensure its proper use. Arc Thermal Protection Values (ATPV) shall match or exceed that of the arc flash hazard analysis worst case value.The employer shall ensure that the outer layer of clothing worn by a worker must meet the needed ATPV.The employer shall ensure that each employee who is exposed to hazards from flames or electric arcs does not wear clothing that could melt onto his or her skin or that could ignite and continue to burn when exposed to flames or the heat energy estimated under the arc flash hazard analysis worst case value.Contractors shall notify Xcel Energy Management of any discrepancies found with any presented arc flash hazard analysis and any modifications made to electrical systems that could impact an arc flash hazard analysis.Excavation/TrenchingA Competent Person must be on-site at all excavations that will have personnel enter. Responsibilities of a Competent Person include, but are not limited to, the following: Ensure work is being performed according to all applicable rules and regulations;Make a documented daily inspection of the excavation. The Competent Person shall inspect excavations after every rainstorm or other hazard-increasing occurrence. Surface encumbrances, such as trees, poles, signs, landscaping boulders, pad-mount equipment, regulator stations, etc., shall be removed or supported as necessary. Any excavation or trench deeper than four (4) feet meets the definition of a confined space if a hazardous atmosphere exists or could reasonably be expected to exist, such as in excavations in landfill areas or excavations in areas where hazardous substances are stored nearby. Entry into excavations over four feet in depth shall be prohibited until all potential atmospheric hazards have been evaluated by a Competent Person.Before excavating, trenching, excavating test holes, test borings, driving ground piles, well drilling, demolishing concrete and work of a similar nature , all underground facilities shall be located through the use of the one call system and all underground cables and pipelines shall be staked or marked. Where the one call system is insufficient, see section 4.6.14While the excavation is open, underground installations shall be protected, supported or removed as necessary. The Contractor’s personnel shall not be permitted underneath loads handled by lifting or digging equipment, or, in any area where an accidental release of the load could cause an injury and/or death. When equipment is being operated next to an excavation and the operator does not have a clear view of the edge of the excavation, a warning system shall be used, such as barricades, hand or mechanical signals, barriers, spotters, etc. to warn operators. When operating heavy equipment near an excavation where the load may affect the stability of the excavation, the side of the excavation shall be sheet-piled, shored, and braced where necessary to resist the extra pressure due to such loads. When working around vehicular traffic, traffic control measures and apparel requirements shall be applied. This includes but is not limited to use of high visibility clothing, use of barricades, and appropriate equipment and spoil bank placement, etc. A professional engineer shall be consulted when digging near or under existing structures such as foundations, footers, retaining walls, etc., to ensure that the excavation will not compromise the structure, or, to design a protective system to ensure stability of such structures. Sidewalks, pavements, etc., shall not be undermined unless a support system or another method of protection is provided. Whenever it is required to cross an excavation, a bridge or walkway shall be provided. The bridge or walkway shall be considered a scaffold and inspected daily by a Competent Person.Excavations shall be left open only as long as necessary. Open excavations shall be adequately protected with barriers or barricades to prevent access by unauthorized personnel. Fall protection or prevention shall be used when workers encroach within six (6) feet of an open excavation or trench and there exists a fall potential of four (4) feet or more. Such a fall potential exists where the sides of the excavation or trench are steeper than 3:1. Contractors performing excavation shall immediately stop these activities and contact Xcel Energy Management if contaminated soil (e.g. petroleum contaminated, hazardous materials, etc.) or previously undisclosed underground utilities or equipment are encountered. Excavation activities shall not resume until Xcel Energy’s Environmental Services Department and Safety Department assess the hazard.Probing Unknown AreasWhen excavating, trenching, excavating test holes, test borings, driving ground piles, well drilling, demolishing concrete and work of a similar nature, the Contractor shall determine the likelihood of encountering underground services or structures such as: ducts, cables, conduits, waterlines, or other buried services.Before starting work, the Contractor’s work crew shall discuss the hazards involved, safety measures to be taken, and the method of performing the work clearly outlined. The person designated to be in charge of the work shall be responsible to obtain all necessary site or project clearances to proceed with the work.Prior to excavating, all underground facilities (cables, pipelines, ductbank, etc.) shall be located and marked, to the extent information is available. Before using mechanized digging equipment within twenty-four (24) inches of the edge of such facilities, the presence and location of the buried facility must be verified, by hand-dug test holes or vacuum excavation. If it is necessary to remove pavement or masonry, mechanized equipment can be used, but only to the depth of that pavement or masonry.Concrete or Masonry WorkFugitive dust shall be minimized when cutting concrete or masonry.Where the eyes or body of any person may be exposed to corrosive materials, Contractor shall provide suitable facilities for quick drenching or flushing of the eyes and body within the work area for immediate emergency use.See Section 9.8 for requirements for Silica exposure control.Welding, Cutting, and Hot WorkGeneral Requirements:All Hot Work, spark, or open flame producing work activity on-site shall have a Hot Work Permit, as directed by Xcel Energy Management.Welding leads, cutting hoses, air lines, etc. shall be kept clear of walkways and stairways.Flashback arrestors and backflow check valves shall be provided in both oxygen and fuel gas systems and fitted according to the manufacturer’s recommendations.All personnel performing, assisting, or working in close proximity to welding or cutting operations shall wear PPE approved for welding or cutting, including clothing, eye, face, hand, and head protection as identified in a hazard analysis. Prior to welding, cutting or other hot work, a fire extinguisher sized and rated for the prevailing hazards shall be placed and kept within easy reach of the personnel. A trained fire watch shall be stationed at all locations where sparks or flames may fall to a lower floor, work area, or to another side of a wall.Used welding rods shall be contained and disposed of daily.Special planning considerations shall be made where wildfire risk is present. These considerations may include pre-wetting or removal of nearby vegetation, making provisions for aggressive fire-fighting means beyond portable fire extinguishers. Fire bans and red flag warnings shall be observed and hot work suspended accordingly.Welding Cables and ConnectorsOnly cables with standard insulated connectors or with splices whose insulating quality is equal to that of the cable are permitted.Cables running along walkways, access ways, or in general work areas shall be grouped together, placed to one side or secured overhead. Cables that are subject to mechanical damage shall either be elevated or otherwise protected. Gas and/or oxygen hose shall not be grouped with any electric supply cables. All welding cables shall be marked or coded to indicate Contractor ownership.Welding machines shall be shut down when the leads are not attended.Welding leads shall not contact the metal parts of suspended scaffolds.The frames of welding machines shall be electrically grounded.ShieldingWelding and cutting operations shall be shielded by noncombustible or flameproof screens when working in close proximity to other personnel or combustible materials.Personnel exposed to welding radiation shall be protected from skin burns and damage by ultraviolet rays.Cutting and Welding over Grated areas or Combustible MaterialsNo welding or cutting is permitted over grated areas or combustible materials until such areas have been covered with noncombustible or flameproof material. Contractor shall take added precautions to extend the noncombustible or flameproof material coverage to prevent sparks from falling to lower levels.Fire WatchWhen Fire Watch or Checks are required for cutting, welding, or grinding activities the Contractor shall ensure that Contractor personnel assigned to these activities are trained and qualified (including hands-on training) on the equipment they will be using, as well as on the Xcel Energy Site reporting procedures for such activities.When a Fire Watch is required, Contractor shall provide and use supplemental fire extinguishing equipment and not Xcel Energy maintained fire extinguishing equipment.Air QualityAdequate ventilation or correct respirators shall be provided for the welders and helpers. Particular attention shall be paid to adequate ventilation when using SMAW or FCAW methods on stainless steels and Inconels. Other personnel in the area shall be protected from the welding fumes.All welding operations shall be kept at least 200 feet from chlorinated pressed Gas Cylinder Identification and Storage The Contractor shall have an identification system to indicate the Contractor in charge of any cylinders brought onto or to be used on-site. Contractors shall ensure that its personnel properly handle compressed gases and are adequately trained in the inherent hazards of the cylinders and their contents, as well as the OSHA requirements for storage and use. All cylinders and freestanding vessels, including those on carts, shall be stored properly. A cylinder is in storage when it is reasonably anticipated that gas will not be drawn from the cylinder within twenty-four hours (overnight hours included).Cylinders shall only be stored in areas designated and approved by Xcel Energy.All cylinders shall be kept vertical, secured against tipping, and stored with protective caps in place.Stored cylinders shall be segregated to avoid intermingling of oxidizers and flammable gases. Incompatible gases shall be stored no less than 20 feet apart or separated by a five foot high, one-half hour rated firewall. All welding carts housing both gases shall have a firewall separation if cylinders are stored on the cart.Storage of empty and full cylinders shall also be segregatedFlammable and Combustible LiquidsXcel Energy Management shall designate fuel storage areas for use by Contractor.The Contractor shall be responsible for maintaining its own fuel storage area(s) in accordance with applicable fire code provisions, including but not limited to, the following:Spigots on drums shall be self-closing types that will flow only while manually held. Safety cans used for flammable liquids shall be painted bright red, labeled FLAMMABLE and stenciled as to their contents. Safety cans used for combustible liquids shall be painted yellow, green or blue and stenciled as to their contents.Other containers used for flammable liquids shall be approved and labeled FLAMMABLE and stenciled as to their content.Use storage cabinets when required.All containers containing flammable or combustible liquids and/or substances shall also carry the Hazardous Substance Label identifying all of the hazards of the contents.All containers shall be labeled with either the Hazardous Materials Identification System (HMIS) or National Fire Protection Association (NFPA) labeling systems.Fueling operations must be attended. Hazardous Materials Spills and CleanupThe Contractor shall immediately notify Xcel Energy Management of any hazardous materials or fuel spills. Xcel Energy Management shall be responsible for notifying Xcel Energy’s Environmental Services Department.Xcel Energy’s Environmental Services Department, working with the Contractor, will then be responsible for all environmental agency calls, notifications and rmation that the Contractor must immediately provide to Xcel Energy regardless of the spill type includes, but is not limited to, the following: The name and phone number of person who discovered the spill;The name, title and phone number of person reporting the spill;Released material name, cause, location, amount, time and date of release;Weather conditions;Whether the spill impacted soil, air or water;Whether the spill is contained and cleaned up;How the spill was contained or cleaned up; andWhether there were any injuries to personnel or the public, and whether any property has been damaged.Contractors shall provide spill kits for immediate containment of spilled hazardous materials. The Contractor shall be responsible for the cleanup of all spills in accordance with all applicable local, state and federal rules and regulations, and in a manner consistent with the facility’s Spill Prevention Control and Countermeasures Plan (SPCC) and the project’s Storm Water Pollution Prevention Plan (SWPPP). The Contractor shall utilize qualified Contractor personnel to conduct and supervise cleanup efforts. Xcel Energy reserves the rights to have a representative from its Environmental Services Department observe spill cleanup efforts. All regulated wastes generated during recovery or cleanup efforts shall be properly disposed of by the Contractor in accordance with the requirements of Xcel Energy Environmental Services. Blasting and ExplosivesAll work with explosives shall be performed only by trained Contractor personnel under the supervision of a certified blaster.Manual LiftingManual lifting of heavy (greater than 50 pounds) or awkward loads shall be minimized by utilizing mechanical equipment when available, and asking for assistance when necessary.Material Handling & RiggingRigging operations shall be planned and supervised by a Qualified Rigger to ensure that the best methods and most suitable equipment and tackle are employed. A Qualified Rigger is a rigger who meets the criteria for a qualified person. A qualified rigger must possess a recognized degree, certificate, or professional standing, or have extensive knowledge, training, and experience, and successfully demonstrate the ability to solve problems related to rigging loads.A qualified rigger must be able to properly rig the load for a particular job. He or she need not be qualified to do every type of rigging job. Each load that requires rigging has unique properties that can range from the simple to the complex. However, previous experiences does not automatically qualify the rigger to rig unstable, unusually heavy, or eccentric loads that may require a tandem lift, multiple lifts, or use of custom rigging equipment. Contractors must make sure that the person can do the rigging work needed for the exact types of loads and lifts for a particular job with the equipment and rigging that will be used for that job.Contractors shall provide written reasoning for a person to be considered qualified for a particular job upon request by Xcel Energy Management.The Contractor shall ensure that:Proper rigging equipment is available.All rigging is inspected before use. Documented inspections are required.A drop zone for the load is established for the complete load path of travel. The drop zone shall be barricaded or otherwise identified to prevent access by unauthorized personnel. The drop zone dimensions shall take into account the potential travel for dropped material based on the lift height, environmental conditions such as wind, the material’s surface area, the potential for redirection due to striking other objects, etc. At no time shall any personnel be underneath a suspended load.Correct load ratings are available for the material and equipment used for rigging.Rigging material and equipment are maintained in proper working condition.The Contractor’s supervisor/Qualified Rigger of the hoisting operation shall be responsible for:Proper rigging of the load consistent with the load center of gravity.Supervision of the rigging crew.Ensuring that the rigging material and equipment have the necessary capacity for the job and are in safe condition.Ensuring correct assembly of rigging material or equipment as required during the operation, such as the correct installation of lifting eyes, and use of softeners and/or abrasion protection. Safety of the rigging crew and other personnel as they are affected by the rigging operation.Dropped and Falling Object ProtectionAll materials, equipment and tools with the potential for falling to a lower level, shall be positioned, secured, or protected against accidental displacement.Contractors shall evaluate all work areas and activities for dropped and falling object hazard potential. The contractor shall implement control measures to minimize the risk of dropped objects and provide means to protect all personnel from dropped and falling objects. A written Dropped and Falling Object Protection Program shall be required on work at the request of Xcel Energy Management.Equipment HazardsHeavy Equipment SafetyInspection and maintenance logs shall be maintained on-site for the duration of the job and readily available for review.All equipment shall be immobilized at end of the work shift to ensure no unauthorized use. This includes removal of keys and securing the equipment against unauthorized use or theft.If the equipment has a seatbelt, it shall be used.Only authorized Contractor personnel shall operate equipment. Operators of equipment, machinery or vehicles shall be qualified and properly licensed for the operation involved and documentation shall be readily available.Equipment parked at night shall be lighted, barricaded or otherwise clearly marked when exposed to traffic. Contractor personnel shall not be transported or ride on equipment or vehicles that are not equipped with seats and seatbelts for passengers.Haul roads shall be designed, constructed and maintained for safe operation consistent with the type of mobile equipment in use. Any type of cell phone use is prohibited while operating heavy equipment.Contractor personnel should perform an equipment-area walk around inspection before moving equipment. Backing should be minimized, when possible. Equipment having an obstructed view to the rear shall have a vehicle reverse alarm audible above the surrounding noise level or the equipment is backed up only when an observer signals that it is safe to do so. Spotters shall be used for service vehicles larger than a pickup truck, vehicles with an obstructed view, vehicles towing a trailer or in congested areas that have the potential to cause property damage.Traffic Control and Vehicle OperationTraffic control plans and the use of signs or other traffic control devices shall be implemented during any time the normal function of a roadway is suspended. The temporary traffic control planning must provide for continuity of function (movement of traffic, pedestrians, transit operations, and access to property/utilities). Traffic control plans and control devices shall comply with the Manual on Uniform Traffic Control Devices (MUTCD) utilized by the local government unit.Transporting Contractor personnel in cargo beds of pickup trucks, vans, on trailers, etc. is prohibited, unless approved seats and seat belts are provided and used.All vehicles traveling within facility, plant, project, or designated confines shall be marked with the controlling Contractor’s name.Vehicle speed limits at facility, plant, projects, or designated confines shall be followed.Cell phones may never be used for text messaging or talking while driving company- and/or Contractor-owned vehicles unless used with a hands-free device. Hands-free is NOT allowed for CDL drivers.Contractor personnel should perform a vehicle-area walk around inspection before moving vehicles. Backing should be minimized, when possible. Use pull-through parking or back into parking area. Motor vehicle equipment having an obstructed view to the rear shall have a vehicle reverse alarm audible above the surrounding noise level or the vehicle is backed up only when an observer signals that it is safe to do so. Spotters shall be used for service vehicles larger than a pickup truck, vehicles with an obstructed view, vehicles towing a trailer or in congested areas that have the potential to cause property damage.Before commencing towing operations, the ability of the vehicle to be towed shall be evaluated and a job hazard analysis and pre job briefing shall be performed. All employees must stand clear of the tow rope(s) "Line of Fire" while pulling equipment to avoid injury if the rope(s) or vehicle/equipment towing connection points were to fail. Rigging utilized for towing or pulling vehicles or heavy equipment shall not be used for lifting operations.Hand and Power ToolsContractors shall comply with applicable manufacturer’s instructions regarding the safe condition of tools and equipment used by personnel, including tools and equipment which may be furnished by Contractor personnel.All defective tools or equipment shall be immediately marked/tagged “defective” and removed from service until properly repaired.Pneumatic tools and hose connector fittings shall be secured by positive means to prevent accidental disconnection. Where required by fitting design, safety retainer clips shall be utilized.Properly sized and installed whip checks shall be used at all connections served by hoses of ? inch inside diameter and above.Hose fittings shall be of pneumatic hose design – no worm-driven type hose clamps allowed.Pneumatic hoses exceeding ? -inch inside diameter shall have an approved safety device (excess flow valve) attached at the air source or branch pressed air blowpipes or nozzles shall not be used in coal handling or milling areas or in any operation that could result in the creation of airborne combustible dust.Handheld pressure hoses and nozzles including air, water, hot water and steam, and all high temperature hoses or nozzles including hot water and steam, shall have a constant pressure control.Cranes and Hoisting Equipment and OperationsGeneral Requirements.For all lifting and hoisting operations, contractors shall designate a qualified person as the Lift Director. The Lift Director shall be responsible for the safe execution of the lift. The Lift Director shall ensure that the requirements of this section and the responsibilities for Lift Director and Site Supervisor listed under ASME B30.5-2014 are completed.Contractors shall provide written reasoning for a person to be considered qualified for a particular job upon request by Xcel Energy Management.Only qualified contractor personnel shall operate cranes or hoisting equipment. Crane operators must have current nationally recognized and accredited certification program certificate for the type and capacity of crane(s) to be operated.Rigging operations shall be planned and supervised by a Qualified Rigger, as defined in Section 4.14.1, to ensure that the best methods and most suitable equipment and tackle are employed.Rated load capacities and recommended operating speeds, special hazard warnings, or instructions, shall be conspicuously posted on all equipment and they shall be visible to the operator from his/her control station.Containers (bags, buckets, etc.) shall not be used for hoisting materials unless designed and rated for such use. (i.e. load rated canvas buckets or bucket slings are acceptable).Outrigger cribbing shall be used for all crane operations. The size of the cribbing shall be determined by taking the crane’s capacity ground bearing pressures and following manufacturer’s recommendations.All repairs, adjustments, modifications, rigging assembly, or dismantling shall be conducted only by qualified and authorized Contractor personnel.The swing radius shall be barricaded or other positive means shall be taken to prevent Contractor personnel from entering the area between the counter weight swing radius and any stationary or outside obstructions.Crane suspended work platforms shall only be used if there is no other safe means to reach the work area. Crane suspended work platform use is a critical lift.Any overhead wire shall be considered to be energized unless and until the person owning such line or operating officials of the electrical utility supplying the line assures that it is NOT ENERGIZED and it has been visibly grounded at the work site.Mobile cranes, hoists, and derricks as defined in 29 CFR 1926.1400 must be operated at a safe distance from power lines. No part of the equipment, load line or load (including rigging and lifting accessories) within the equipment's maximum working radius in the work zone, is allowed to get closer than the Minimum Clearance Distance (identified in the table below) to a power line.If the Minimum Clearance Distance must be encroached upon, the power line should be deenergized and visibly grounded at the worksite by the utility owner/operator. If deenergizing is unfeasible, the measures specified in 29 CFR 1926.1408 paragraph (b) must be taken. The measures include:Conduct a planning meeting with the operator and the other personnel who will be in the area of the equipment or load to review the location of the power line(s), and the steps that will be implemented to prevent encroachment/electrocution.If tag lines are used, they must be non-conductive.Erect and maintain an elevated warning line, barricade, or line of signs, in view of the operator, equipped with flags or similar high-visibility markings, at the Minimum Clearance Distance. If the operator is unable to see the elevated warning line, a dedicated spotter must be used.Use of a proximity alarm, dedicated spotter, range control warning device, or a device that automatically limits the range of movement.Considerations shall be taken in cold weather or other adverse environmental conditions due to reduced rated crane and/or rigging capacity.Taglines shall be used to control all loads unless it adds an additional hazard.Crane Safety InstrumentsAll cranes shall have anti-two block devices installed and operating properly.All cranes shall have Load Moment Indicators (LMI) functioning at all times during operation.The operator shall not turn off, disengage, or enter incorrect operating information to intentionally override the function of the LMI.Wind Speed Indicators (Anemometers) shall be used to verify local wind conditions.Annual Inspections for CranesCranes and hoists shall have a current annual certificate of examination and testing issued by an accredited third party crane examiner. Annual inspection certificates and an operator’s manual shall be readily available upon request. Frequent Inspections of CranesThe responsibility for providing and maintaining daily and monthly inspection reports shall be that of the current user of the equipment. Contractor shall maintain the inspection reports. Inspection reports shall be readily available upon request.Hoist AreasHoists shall not be erected in any area which will expose any persons to suspended overhead loads or cables under tension, unless such areas have been properly barricaded. It is recommended that, in all areas where hoists are being used, a person should be stationed near the drop area.Drum Hoists?Hoist running ropes shall be located in areas not easily accessible by Contractor personnel. Running ropes shall never be placed through stairways. Running ropes traveling along or through any walkway, access way, or general work area, which could be contacted by any person, shall be barricaded.Electric or Air powered hoists (tuggers) using rigging shall have a lift plan with calculations of the total load. The plan should include type of tugger, type of rope, rigging components, anchor points, vertical/horizontal use, and dynamic forces (friction).Vertical lifts shall have a safety factor of 5:1; horizontal pulls shall have a safety factor of 3:1.Tuggers shall be guarded between the operator and equipment. A reeving system shall be used to avoid pinch points.Defective Rigging?Upon finding any defective equipment, such equipment shall be tagged "Unsafe" or “Do Not Use” and disposed of or removed from service until repaired.Critical LiftsPrior to performing a Critical Lift, the Contractor shall submit a complete critical lift package to Xcel Energy Management for review and comment in a timeframe specified by Xcel Energy Management. Xcel Energy defines a critical lift as a lift meeting ANY of the following criteria:Lifts or movements 25 tons or greater;Lifts over operating equipment;Lifts or movements of unusual difficulty or geometry (for example, lifting into high structures, through a building roof, where the operator cannot clearly see all movements, manipulations around a load’s center of gravity, etc.);Multiple cranes lifting a single load;Crane suspended work platform;Single crane lifts utilizing multiple load-handling lines;Lifts using a tailing configuration;Rail or barge off-loading of equipment 25 tons or greater;Where a lift is complicated by transferring the crane load to hand rigging; orAny lift designated at the discretion of the equipment operator or Xcel Energy Management.Critical Lifts require a Critical Lift Package. The detailed Critical Lift Package shall provide a written description of the lift operation and associated site or weather conditions applicable to the lift. This step-by-step narrative shall be detailed enough to completely describe the lift and provide adequate reference to drawings so that a rigger and/or operator could set up and execute the lift with only the aid of the Critical Lift Package.The Critical Lift Package shall also include, at a minimum, the following: Equipment list (equipment used in lifting);Calculated load to be lifted shall include the weight of all rigging and rigging hardware below the hook. The load weight shall be supplied by the vendor/manufacturer or weighed on a certified scale.Hoisting Capacity – A manufacturer’s load chart for any lifting device used in the lift shall be provided. The lift shall be made in a configuration where the lifting device is only loaded to a maximum of 90% of the rated capacity on the manufacturer’s load chart for the lift configuration. No exceptions will be allowed without written authorization from Xcel Energy.Calculations showing the adequacy of the rigging, lift equipment, soil and/or structure support, etc. for the loads;Soil bearing pressure (PSF for limited duration);Equipment and certifications;Proof and load tests (slings, shackles, jacks, lifting beams / apparatus and cranes);Job Safety Analysis (JSA) – This document shall be attached for each lift covered by a Critical Lift Package;Drawings to scale; andThe crane’s Gross Vehicle Weight (GVW).Critical Lift Package drawings to be provided shall consist of:Plan View – show dimensions of the centerline of rotation of the lift equipment to the center of gravity of the item being lifted at initial pick, intermediate locations and in the final set position. Include any structures and also show any traveling or swinging to be done by the lift equipment. At the set position, indicate any required rotation and the final equipment orientation;Elevation View – show the relationship among the transportation and lift equipment, the item being lifted, lifting attachments and any structures that may cause interference. Clearances encountered during the lift shall also be considered;Rigging and Tailing Hookups – show all attachments and pieces of equipment, as they will be arranged. Show associated dimensions and label rigging hardware. Show weights of blocks, lifting beams and slings. Show hoist rope diameter(s). Show attachments to the hook and to the load. Show the number of parts to be used in the main load line;Travel Routes – show any short radius curves, obstructed corners, overhead obstruction, potential difficult grades and allowable roadway bearing pressures;Travel Configuration - show the item as it will appear loaded for transport. Include details of lashing and tie-downs;Below-the-hook lifting devices, as addressed in ASME B30.20-2010, shall be designed by, or under the direct supervision of, a qualified person. The device user shall have proof of the design by or under a qualified person along with the use parameters for the device readily availableThe Critical Lift Package Equipment Lists shall consist of a complete list of the equipment to be used in the lifting operation along with cut sheets and/or manufacturer’s drawing showing the major equipment component weight.Critical Lift Package Equipment Certifications shall include:Inspection reports as described below and as required by industry codes and standards;Cranes, jacks or other lifting devices mobilized to the project, but not assembled on the project, shall be inspected in accordance with industry codes and standards. In no case shall the inspection report be older than one year;Cranes, jacks or other lifting devices mobilized to the Project, and assembled on the project, shall be inspected by a certified inspection agency or individual suitable to Xcel Energy after the assembly is complete. A certified agency or individual will provide documentation of their qualifications;Critical Lift Package Proof and Load Tests.Slings, other rigging hardware, cranes, jacks and other lifting devices shall be proof-tested in accordance with applicable codes and standards.Hazard Review – A review of the drawings and field conditions by the contractor’s Qualified Person shall be done prior to the lift. This review shall identify any underground structures, structures at grade, overhead electrical lines, unanticipated soil conditions, proximity to hazardous chemicals, personnel safety concerns and exclusion areas, weather conditions, proximity to adjacent structures or other conditions or objects that could affect the lift.Modifications to a Critical Lift PlanAny modification or variation to the Critical Lift Package shall be provided and reviewed by Xcel Energy Management prior to the lift. The cover sheet of the Critical Lift Package shall be revised to indicate the date and number of the revision.On projects such as the construction of a wind turbine farm, where there are repetitive critical lifts, Xcel Energy Management may allow for a blanket review of items in the Critical Lift Package, such as proof and load test information, in order to maintain flexibility in the lift schedule.Hoisting Capacity and Environmental ConditionsThe manufacturer’s load chart shall be available onsite for any lifting or jacking equipment. Lifting or jacking shall be made in a configuration where lifting devices are loaded to a maximum of 90 percent of the rated capacity on the load chart for the lift configuration. No exceptions are allowed without the written consent of Xcel Energy.Lifting or hoisting personnelWhen lifting or hoisting personnel, the total load (with the platform loaded, including the hook, load line and rigging) must not exceed 50 percent of the rated capacity for the radius and configuration of the equipment, except during proof testing.When wind speed (sustained or gusts) exceeds 20 mph at the personnel platform, a contractor’s Qualified Person must determine if, in light of the wind conditions, it is not safe to lift personnel. If it is not, the lifting operation must not begin (or, if already in progress, must be terminated).A contractor’s Qualified Person must determine if, in light of indications of dangerous weather conditions, or other impending or existing danger, a lift cannot be completed. If it is not, the lifting operation must not begin (or, if already in progress, must be terminated).The contractor’s competent person must adjust the equipment and/or operations to address the effect of cold, wind, ice, and snow on equipment stability and rated capacity. Judgment and experience of qualified operators, job planners, and supervisors must be used to compensate for effect of wind on lifted load and boom by reducing ratings, reducing operating speeds, or a combination of both.When wind speeds (sustained or gusts) exceeding 20 mph affect the crane or load, a contractor’s competent person shall ensure that the crane’s stability and rated capacity is adjusted according to the manufacturer’s specification and monitor conditions so that the lift can be conducted safely.When a local storm warning has been issued, the contractor’s competent person must determine whether it is necessary to implement manufacturer recommendations for securing the equipment.Helicopter CranesAll helicopter crane work shall have a Site-Specific Safety and Health Plan. The plan shall address certifications of the aircraft and crew, lift plans, job hazard analysis, and emergency planning.Aerial LiftsAerial lifts include manlifts and articulating or extending boom equipment.Contractors shall ensure all personnel operating aerial lifts are properly trained in the safe use of the device by a recognized authority (e.g., manufacturer, supplier, or owner of the device). Training shall be provided in accordance with manufacturer's recommendations. Training documentation shall be provided upon request. Articulating and extending boom platforms shall have both upper and lower controls.Aerial lifts shall be inspected and their controls tested prior to use each day and the inspections and test results shall be documented.When wind speed (sustained or gusts) exceeds 20 mph affect the aerial lift, a contractor’s competent person shall ensure that the aerial lift’s stability and rated capacity is adjusted according to the manufacturer’s specification and monitor conditions so that the work can be conducted safely. Aerial lifts shall be equipped with a fire extinguisher in the basket and at the base, if hot work is being performed from the basketContractor personnel in the basket of an aerial lift shall be required to use fall protection at all times. A Self Retracting Lifeline (SRL) or adjustable lanyard is required in all aerial lifts to prevent ejection from the basket.Standing on any portion of the basket rails shall be prohibited.Aerial lifts shall travel or be moved at low speeds to minimize boom deflection.Manufacturers boom and basket load limit capacities shall not be exceeded.Aerial lifts shall only be used to lift contractor personnel and tools within the confines of the basket.Any modifications shall require written approval from the manufacturer.ForkliftsA forklift is an industrial vehicle used to carry, push, pull, lift or stack material that is powered by an electric motor or an internal combustion engine. Forklifts include vehicles that are commonly referred to as powered industrial trucks, forklift trucks, rider trucks, motorized or powered hand trucks, pallet trucks and tugs. Forklift operators shall be trained on proper operation, maintenance, mounting and dismounting of equipment in accordance with the OSHA regulations. Each Contractor shall certify that their forklift operators have received the required training. Documentation of this training shall be maintained on-site and provided upon request.Forklift operators shall wear seat belts while vehicle is in use.Forklift equipment shall be in safe operating condition and inspected daily for proper braking, hydraulic systems, and tires.Forks shall be lowered to the ground, brakes engaged, and engine turned off before the operator dismounts.Forklifts are not to be used to lift Contractor personnel (on an engineered work platform) unless there is no other practical option. Justification for a personnel lift shall be provided to Xcel Energy Management for approval.If the forklift is to be used to elevate a personnel platform, the forklift operator’s manual must state that the forklift may be used for elevating personnel platforms. The contractor shall provide this documentation prior to using an elevated personnel platform.Free rigging, the direct attachment to or placement of rigging equipment (slings, shackles, rings, etc.), onto the tines of a forklift for a below-the-tines lift, is only allowable with the forklift manufacturer’s approval or written approval by a qualified Professional Engineer.Powder-Actuated ToolsOnly Contractor personnel trained in the operation of powder-actuated tools shall be permitted to operate such equipment.Prevention ProgramsFire ProtectionXcel Energy reserves the right to designate storage and use areas and limit the amount of flammable, combustible materials and hazardous wastes stored within existing structures or within structures being built.The Contractor shall implement a fire protection and prevention program to effectively manage flammable and combustible materials and wastes. The program shall include training for Contractor personnel on proper handling, storage and disposal of flammable and/or combustible materials. Contractor personnel shall understand the hazards associated with all chemicals, substances and agents on-site and how to protect themselves. Contractors shall ensure their personnel are trained to properly use a portable fire extinguisher and understand the different fire classifications.The Contractor shall provide adequate fire protection equipment in each warehouse, office and other temporary structures, and each work area that the Contractor is occupying. If Work activities within an existing structure increase the fire load hazard, the Contractor shall notify the Xcel Energy Management to determine if additional fire protection equipment must be added to the area.The Contractor shall have sole responsibility for providing adequate "first aid" type fire protection. Permanent fire hose standpipes and/or hydrant equipment shall not be used for the supply of water for construction unless approved by Xcel Energy Management. Fire hoses shall not be used or removed from their racks or housings for reasons other than fire extinguishing, training, or inspections.Emergency Action PlanningBefore commencing Work, the Contractor shall make provisions in an Emergency Action Plan addressing escape procedures, post-evacuation accounting of personnel, rescue and medical duties, directions for reporting fires & emergencies, and who to contact for more information.Medical Services and First AidBefore commencing Work, the Contractor shall make provisions for prompt medical attention in case of injury/illness and ensure that first aid services are available at all times whenever the Contractor, subcontractors, or their personnel are onsite. Contractors shall provide first aid supplies and if requested, at least one automated external defibrillator (AED) located on-site for immediate use. All Contractor personnel who are designated to provide first aid services shall be trained in blood borne pathogens and possess a valid certificate in first aid, cardiopulmonary resuscitation (CPR) and AED usage. Where the eyes or body of any person may be exposed to injurious corrosive materials, the Contractor shall provide suitable facilities for quick drenching or flushing of the eyes and body within the work area for immediate emergency use.Hazard CommunicationThe Contractor shall be responsible for compliance with all applicable local, state and federal rules and regulations applicable to the transportation, storage, use and disposal of Hazardous Materials. In accordance with Xcel Energy’s Hazardous Materials Transportation Security Plan, Contractors hauling or delivering placard-able loads of Hazardous Materials to an Xcel Energy site must provide the Xcel Energy Project/Contracting Manager or designee with written confirmation that they have a Hazardous Materials Transportation Security Plan.The Contractor shall provide in advance, a list of intended use for any chemical, material and/or substance classified as a Hazardous Material by OSHA, EPA or other state or local regulatory authority. This notice shall identify a projection of the maximum quantity of each chemical likely to be stored at the project site at one time and the maximum size of the storage vessels. A site map identifying the location of the proposed Hazardous Materials storage areas must be provided to Xcel Energy Management. The map shall also identify the total maximum quantity of each type of Hazardous Material to be stored at each location. A copy of this map shall be kept in a location where emergency responders can readily access the information. The Contractor shall refer to Xcel Energy’s “Targeted Ingredient List” to determine whether any products anticipated for use at an Xcel Energy facility contain chemicals identified on this list. The Contractor shall only utilize products containing chemicals on this list when viable and feasible alternatives are not available. The Contractor shall specifically identify to Xcel Energy when these products are going to be utilized in advance of their use. Safety Data Sheet (SDS) shall be provided to Xcel Energy Management at least two weeks before the chemical is brought to the job site. Contractors are responsible for working with Xcel Energy Management to ensure that their personnel have access to the SDS for Xcel Energy Hazardous Materials with which they may come into contact. Signs and BarricadesThis section addresses the use of signs and barricade tapes for temporary hazards. Signs or barricade tapes shall not be used in place of a permanent sign or label intended for hazards in normal use, operation, or maintenance. Signs and barricade tapes are to signify warning, caution, or danger and effectively prevent or restrict access by personnel to the area. Signs and barricades for controlling traffic shall comply with Section 5.1.8When a hazard is recognized that cannot be otherwise mitigated, barricade tape shall be installed and Xcel Energy Management notified.All barricade tape shall have a corresponding sign affixed to the barricade or tape informing personnel of the hazards present, date installed, and the responsible party’s name and contact information. Barricade tape is strictly prohibited from being used as a substitute for personal fall protection. Barricade tape around excavations can be used for short-term (24 hours) fall prevention. After this period, physical barriers are required. Once the area barricaded is free of the hazard(s) for which it was erected the sign or barricade shall be promptly removed.Safety barricade tape classificationsRed barricade tape. Red barricade tape indicates DANGER or WARNING of a serious hazard that if not avoided could or will result in death or serious injury. No entry is permitted at any time except for personnel who have been specifically authorized to enter and perform work in the barricaded area. Uses of red barricade tape include but are not limited to:Overhead work Live electrical components Scaffold under construction Around the swing radius of equipment with a rotating superstructure Yellow barricade tape. Yellow barricade tape indicates CAUTION for a hazardous situation that, if not avoided, could result in minor or moderate injury. Areas barricaded by yellow caution tape may only be entered by personnel who understand and acknowledge the hazards. Uses of yellow barricade tape include but are not limited to: Excavation less than 4 feet in depth Identification of trip hazards and low hanging objects Material storage on site Magenta (Purple)/Yellow barricade tapeMagenta (Purple)/Yellow barricade tape is used to indicate DANGER--RADIATION and that possible exposure may be present. No entry is permitted at any time except for personnel who have been specifically authorized to enter and perform work in the barricaded area. This color is representative of x-ray work being performed.Asbestos Tape - Red/Black or Red/Black/White DANGERAsbestos barricade tape indicates the presence of an asbestos hazard or abatement project. Only trained and authorized personnel may enter the barricaded area.Site (Project/Job) Safety HazardConfined SpaceBefore it begins work at a worksite, each contractor must ensure that a competent person identifies all confined spaces in which one or more of the personnel it directs may work, and identifies each space that is a permit space, through consideration and evaluation of the elements of that space, including testing as necessary.If the workplace contains one or more permit spaces, the employer who identifies, or who receives notice of, a permit space must:Inform exposed personnel by posting danger signs approved by Xcel Energy Management, of the existence and location of, and the danger posed by, each permit space; andInform, in a timely manner and in a manner other than posting, its employees’ authorized representatives and Xcel Energy Management or the designated controlling contractor of the existence and location of, and the danger posed by, each permit space.Each Contractor who identifies, or receives notice of, a permit space and has not authorized personnel it directs to work in that space must take effective measures to prevent those personnel from entering that permit space.If any contractor decides that personnel it directs will enter a permit space, that contractor must have a written permit space program that complies with 29 CFR Section 1926.1204 implemented at the construction site. The written program must be vetted by Xcel Energy’s Third Party Administrator and made available prior to and during entry operations for inspection by personnel and their authorized representatives.Each contractor shall preplan and provide for prompt rescue of personnel engaged in permit required confined space activities. Entry into a confined space may only be made under non- permit conditions, permit requirements, or under the reclassification procedures specified in 29 CFR Section 1926.1203(g).Contractors shall participate in the Permit Space Entry Communication and Coordination requirements of 29 CFR Section 1926.1203(h). The contractor shall participate in a preconstruction meeting to determine the role of the contractor in the host/controlling contractor scheme for the scope of work. If the contractor is entering the space concurrent with any entry activity of Xcel Energy personnel, the Xcel Energy confined space program shall be followed. For contractor-only entries; the contractor shall inform Xcel Energy of the program that the contractor will follow and of any hazards confronted or created in the space, such notification shall be made immediately upon discovery by the contractor. Lockout / TagoutThe Contractor shall provide a written hazardous energy isolation (lockout / tagout) program to govern work activities of Contractor personnel in areas designated under the exclusive custody and control of Contractor. When or if Contractor’s work interfaces with areas under the custody and control of site operations, Contractor must utilize and adhere to the Xcel Energy site-specific lockout / tagout program.Each contractor employee working under a hazardous energy isolation shall utilize personal lockout / tagout devices to establish and maintain personal accountability. Each device shall identify the contractor and employee. When the Contractor’s work is ready to interface with areas under the custody and control of site operations, Contractor shall provide to Xcel Energy Management a written notification of Contractor’s readiness to interface with areas under the custody and control of site operations; and Contractor’s understanding and readiness to transition to the Xcel Energy site-specific lockout/tagout program.HousekeepingThe Contractor shall give special attention to keeping the worksite clean and free from trash and debris on a daily basis. Contractors shall provide an appropriate amount of trash receptacles for daily collection of waste and debris in all areas (e.g. parking lots, lay down areas, offices and trailers). Cords, hoses, tools or similar work items, shall be stored or arranged so they do not interfere with stairs, walkways, access to electrical panels, eye wash stations, first aid kits or fire extinguishing equipment. Construction dumpster contents shall not extend outside the dumpster confines. Dumpsters containing combustible materials shall be emptied on a regular basis and not stored in close proximity to flammable gases or liquids. Stored materials shall be arranged to prevent tipping, falling or collapse. Flammables shall be stored in appropriate cabinets or in areas designated by Xcel Energy.If poor housekeeping practices are observed, corrective action will be discussed with the appropriate Contractor. Should the Contractor fail to address and correct the poor housekeeping upon 24 hour written notification, Xcel Energy may, at its option, cause the same to be removed and charge the expense of such removal to the appropriate Contractor. Waste DisposalThe Contractor shall manage all regulated wastes, including but not limited to Universal Wastes, Specially Regulated Wastes, Industrial Wastes, Demolition Wastes and Hazardous Wastes, in accordance with all applicable local, state and federal rules and regulations. Regulated waste generated by the Contractor shall either be: Turned over to the Xcel Energy Facility’s Waste Coordinator (Environmental Coordinator at SPS and PSCO facilities) for proper management and disposal; or Disposed of by the Contractor at either a waste management facility pre-approved by Xcel Energy, a waste management facility audited and approved by Xcel Energy or at a facility of the Contractor’s choice if Xcel Energy is provided an acceptable indemnification from all liabilities associated with the disposal of this material at this unapproved facility. IlluminationConstruction areas, aisles, stairs, ramps, runways, corridors, offices, shops, and storage areas where Work is in progress shall be lighted with either natural or artificial illumination as specified by OSHA.Air Contaminants (Ventilation)Exposure of personnel to inhalation, ingestion, skin absorption, or contact with any material or substance at a concentration above those specified in the "Threshold Limit Values of Airborne Contaminants for 1970" of the American Conference of Governmental Industrial Hygienists, Appendix A to 29 CFR Section 1926.55 (Appendix A), shall be avoided. In Minnesota, the 1989 TLVs shall be followed. Weather/Environmental ConditionsContractors shall provide for protection of their personnel from adverse weather/environmental conditions. When such conditions are likely to be present, the Contractor shall have procedures to mitigate the hazard and inform their personnel of the hazard and the protection protocols. Conditions include, but are not limited to lightning, heat/cold and plants/animals, including snakes, spiders, ticks, poison oak, poison ivy, etc. Hazard mitigation plans may be required.Contaminated Soil For sites with known environmental contamination, Contractors shall follow the requirements and recommendations outlined in a Site Hazard Analysis provided by the Xcel Energy Environmental Services Department. The Contractor shall also implement a site-specific safety and health plan.If unexpected contamination is encountered, all work shall be stopped and Xcel Energy Management notified immediately. Contamination may take the form of soil staining, unusual odors, buried drums or vaults, etc.Gas or Pipeline OperationsContractors performing Department of Transportation (DOT) Gas Pipeline work subject to Federal Regulations as defined by Pipeline and Hazardous Materials Safety Administration (PHMSA) are required to comply with DOT Regulation 49 CFR Sections 192 and/or 195, a/k/a “Operator Qualification”.Contractors shall implement and maintain training programs per federal regulations that identify appropriate Covered Task Summary (CTS) for assigned tasks. Personnel will be trained initially (prior to assignment) and evaluated at required intervals based on program requirements. Training records shall be maintained by the Contractor per DOT requirements. Personnel are required to demonstrate knowledge and ability on assigned tasks; and be able to take immediate corrective action in the event of an Abnormal Operating Condition (AOC). Written procedures for assigned tasks are required to be maintained on job sites (updated Pipeline Compliance and Standards Manual).Alcohol and drug policies that are in compliance with Federal Regulations. These policies shall be submitted to Xcel Energy for approval and record retention.Construction/Maintenance TypeUnderground ConstructionThis section applies to the construction of underground tunnels, shafts, chambers, and passageways. This section also applies to cut-and-cover excavations which are both physically connected to ongoing underground construction operations within the scope of this section, and covered in such a manner as to create conditions characteristic of underground construction. This section does not apply to excavation and trenching operations, such as foundation operations for above-ground structures that are not physically connected to underground construction operations, surface excavation, nor underground electrical transmission and distribution lines.All work involving underground construction shall have a Site Specific Safety and Health Plan approved by Xcel Energy.Caissons and CofferdamsA caisson is a wood, steel, concrete or reinforced concrete, air- and water-tight chamber in which it is possible for men to work under air pressure greater than atmospheric pressure to excavate material below water level.A cofferdam is a temporary structure designed to keep water and/or soil out of the excavation in which a bridge pier or other structure is built. When construction must take place below the water level, a cofferdam is built to give personnel a dry work environment. Sheet piling is driven around the work site, seal concrete is placed into the bottom to prevent water from seeping in from underneath the sheet piling, and the water is pumped out. The word "cofferdam" comes from "coffer" meaning box, in other words a dam in the shape of a box.All work involving caissons and cofferdams shall have a Site Specific Safety and Health Plan approved by Xcel Energy.Power, Transmission, and DistributionThe erection of new electric transmission and distribution lines and equipment, and the alteration, conversion, and improvement of existing electric transmission and distribution lines and equipment shall conform to the requirements of 29 CFR Sections 1910.269 and 1926 Subpart V.The contractor shall ensure that each of its personnel is instructed in the hazardous conditions relevant to the employee's work that the contractor is aware of as a result of information communicated by Xcel Energy.Before work begins, the contractor shall advise Xcel Energy Management of any unique hazardous conditions presented by the contractor's work.The contractor shall advise Xcel Energy Management of any unanticipated hazardous conditions found during the contractor's work that was not included in pre work orientation with Xcel Energy. The contractor shall provide this information to Xcel Energy Management as soon as feasible, but no later than the end of the work shift in which the unanticipated hazardous condition was found. As part of the pre work orientation, Xcel Energy and the Contractor shall coordinate their work rules and procedures. Existing characteristics and conditions of electric lines and equipment that are related to the safety of the work to be performed shall be determined before work on or near the lines or equipment is started. Such characteristics and conditions include, but are not limited to: the nominal voltages of lines and equipment, the maximum switching-transient voltages, the presence of hazardous induced voltages, the presence of protective grounds and equipment grounding conductors, the locations of circuits and equipment, including electric supply lines, communication lines, and fire-protective signaling circuits, the condition of protective grounds and equipment grounding conductors, the condition of poles, and environmental conditions relating to mercial DivingThe Contractor shall follow Xcel Energy’s Diving Operations Policy. Below are the minimum requirements:Training and Qualifications The Contractor shall designate a person-in-charge, who is responsible for the entire dive operations and is at the dive site during all diving operations. Each dive team member shall be properly trained and qualified to perform the task or job as assigned and be able to perform the assignment in a safe manner. Each dive team member shall be familiar with Xcel Energy’s emergency response procedures for the plant or location. Dive Site Safety Procedures The Contractor shall make available their Safe Practice Manual and develop site-specific safety procedures that incorporate the applicable requirements outlined in 29 CFR Sections 1910.420-1910.430 to include at least the following;Diving Mode; Emergency and First Aid Procedures and Devices; Pre-dive Briefs; Communications; Post-Dive Physical Conditions Checks; andType of Supplied Air and Storage Considerations.Dive Site Contractor Personnel Requirement For both SCUBA and Surface-Supplied Air diving operations, Xcel Energy requires a minimum of at least three (3) qualified divers at the site. At least one person shall be designated as the person-in-charge and one as the stand-by diver. For all Contractor personnel that are not assigned as a dive team member, a US Coast Guard approved personal flotation device (PFD) must be worn while working over water. Records and DocumentsThe Contractor shall be responsible to ensure that all of the following records and documents listed below are in place and available during the length of the contract, if requested by Xcel Energy or regulatory agencies. Xcel Energy will request the following: Safe Practice Manual; Site-Specific Safety Procedure; Injuries and/or Illness Reports; and Safety Data Sheets (SDS). The Contractor must retain the following: Training documents for each dive team member; Medical records for each dive team member; Depth-Time profile; Record of each dive; Decompression records; andEquipment inspection records. Steel ErectionThe Contractor shall adhere to the applicable 29 CFR Sections 1926.750-1926.761 (Subpart R-Steel Erection) for the scope of the work to be performed. Contractors shall require the use of personal fall protection systems for all Work at heights of four (4) feet or greater.Demolition-RenovationContractors performing demolition and/or renovation activities shall be responsible for compliance with all applicable federal, state and local regulations, including submittal of “Notices of Intent” and obtaining applicable permits and authorizations.Contractors shall provide in writing to Xcel Energy an engineering survey to determine the condition of the framing, floors, walls and the possibility of an unplanned collapse of any portion of the structure and/or adjacent structure where personnel may be exposed.Contractors shall prepare and submit execution plans identifying demolition sequencing events and safety precautions prior to performing any demolition activities, as required by Xcel Energy.Health HazardsGeneral Industrial Hygiene RequirementsContractors whose scope of work involves abatement or disturbance of Asbestos, abatement or disturbance of Lead and Hazardous Coatings, or involve exposure to Hexavalent Chromium shall be pre-approved for work in Xcel Energy by the Corporate Safety & Industrial Hygiene Department. Industrial Hygiene may reject or disapprove contractors due to regulatory compliance, safety and health, staffing, capability, performance or insurance concerns. The Xcel Energy Safety & Industrial Hygiene Department is responsible for conducting Industrial Hygiene oversight on projects with abatement or disturbance of Asbestos, abatement or disturbance of Lead and Hazardous Coatings, or involve exposure to Hexavalent Chromium and will select and direct an Industrial Hygiene Consultant or Project Industrial Hygienist to verify and enforce compliance with regulatory requirements and company policies and specifications. All suspect asbestos-containing materials and/or painted surfaces may only be tested, sampled, or otherwise characterized under the direct guidance of the Xcel Energy Safety & Industrial Hygiene Department using prescribed methods of sampling and analysis. AsbestosAsbestos abatement includes spill response and decontamination; repair, encapsulation or enclosure of damaged asbestos materials; and removal and disposal of asbestos materials.Pre-Job Submittals The Contractor shall provide submittals in advance of the project to the Xcel Energy Project Manager and to the Xcel Energy Safety & Industrial Hygiene Department for review and acceptance. Submittals are also to be maintained on site and shall include:Design and Work PlanDrawings of: proposed individual asbestos containments construction design (sufficient for adverse weather conditions where applicable) with locations, configurations, dimensions and cubic volumes; individual containment HEPA-filtered negative pressurization systems with capacities and locations of negative air machines with calculations of cubic feet per minute (CFM) sufficient to move air entirely across containments and meet air exchange requirements for specific containment volumes; individual hygiene facilities design and locations including clean change rooms, showers, and dirty change rooms with airlocks between. Quantities of asbestos to be removed shall also be specified by containment or location. The Contractor shall also provide work plans specifying asbestos removal methods and work practices for Industrial Hygiene’s review and acceptance.State Health Department Notification/Permit Submit state health department advance project notification or permit where applicable.Contractor Qualifications Contractor’s applicable current state health department license to conduct asbestos abatement work e.g., Colorado Department of Public Health & Environment (CDPHE) General Abatement Certificate (GAC) or Minnesota Department of Health (MDH). An organized list of personnel to enter the Asbestos Work Area along with their current individual qualifications including:Annual Supervisor and Worker training certificates and state licenses.Asbestos and respiratory medical surveillance documents with physician’s signature and date declaring the individual is medically fit to wear the applicable respirators and work with asbestos. Statements shall also specify when follow-up refresher medical review is required.Annual respirator training certificate for all respirator types to be worn.Annual respirator fit tests for all respirator types to be worn. PAPRs require a quantitative fit test. Half face respirators require a qualitative test at minimum.Work Area Isolation and Containments Construction Post and barrier tape the regulated areas and stage boundary access logs at entrances to removal containments or other work areas; adequately size and equip clean rooms; showers with hot water, soap, towels, and waste water filtration systems; dirty change rooms, and waste load-outs. Asbestos removal containment construction shall include HEPA filtered negative pressurization systems that meet air exchange (6 air changes per hour (6 ACH)) and negative pressure (0.025” water gauge) requirements; containment negative pressure monitoring strip chart recorders with alarms. Duct HEPA filtered negative air discharges outside the building; Clean room, shower, dirty change room, work area, and waste load-out chambers shall be constructed with entrance and exit overlapping “Z” flaps and airlocks between.Pass Pre-Abatement Inspection of Work Area Prior to start of asbestos removal, the Contractor shall pass an inspection by the Project Industrial Hygiene Consultant to verify Contractor qualifications and Work Area and Containment set up.Restrict Access to the Work Area Ensure entrants are qualified, clean shaven to wear a respirator, properly protected with disposable suit and respirator, and that entrants sign in (print name legibly) specifying time and respirator worn and sign out specifying time each instance entering and exiting the work mence Asbestos Removal Work Apply amended water to wet asbestos during removal and while bagging asbestos waste. Clean up as the work progresses, making sure any loose debris is removed at the end of each shift. Use HEPA vacuums, cleaning rags and mops to clean surfaces. Scrub substrates and surfaces clean of adhered material. Seal cut ends of remaining asbestos not included in the removal scope with plaster wrap and encapsulant. Where non-asbestos re-insulation is applied, mark the starting and end points with an Xcel Energy approved method to indicate non-asbestos material was applied.Maintain Containment Integrity and Negative Pressure Routinely monitor containment and negative pressure for integrity. Immediately alert Project Industrial Hygienist if containment breaches are discovered or pressure falls below requirements. Regularly change negative air pre- and secondary filters. Monitor differential pressure on negative air machines. Maintain a log subject to inspection of HEPA filter hours per machine. Change HEPA filters on a prescribed schedule to prevent filter loading and rupture. Provide the Project Industrial Hygienist copies of strip chart recordings daily.High Airborne Fiber Counts Outside the Asbestos Work Area Outside work area fiber counts greater than (>) 0.01 fiber per cubic centimeter (f/cc) shall prompt work stoppage at the contractor’s expense, and immediate inspection for containment failures, cross-contamination issues, negative air machine HEPA filter bypass or rupture, or other fiber (including non-asbestos) sources. PCM samples in exceedance shall be immediately re-analyzed at the asbestos Contractor’s expense by transmission electron microscopy (TEM) at a commercial laboratory approved by Xcel Energy Industrial Hygiene. TEM fiber counts less than (<) 70 structures per square millimeter (S/mm2) are acceptable. Results exceeding this criteria indicate an unacceptable asbestos fiber release and require immediate remedial actions.OSHA Worker Sampling and Exposure AssessmentThe contractor shall daily place sampling pumps on approximately 25% of the exposed personnel in each job task daily. See Appendix A for the sampling process.Use of Hygiene FacilitiesFor gross removals where showers are attached to the Work Area Containment, ensure personnel shower each time they exit the Work area, removing dirty suits, gloves and boots in the Dirty Change Room, entering the shower with respirator to decontaminate it. Where showers are not attached to the Containment by necessity, double suit, removing the outer suit in the Dirty Change Room prior to exiting and heading for the remote shower. Where showers may not be available, for some very small operations and maintenance jobs (single glovebags, etc.), the contractor shall install portable hygiene facilities for washing with soap and water, hands, faces, and respirators.)Waste and Equipment Handling and Load-outRemoved asbestos material or asbestos contaminated material such as other insulation, containment polyethylene, glovebags, used suits, gloves, respirator filters, vacuum and negative air machine filters, used cleaning rags and mop heads shall be disposed of as asbestos wastes. Properly label and contain wastes. Decontaminate waste containers and equipment prior to waste load-out. Ensure waste manifests are properly filled out per Xcel Energy Environmental Services and waste is properly transported and disposed of at Xcel Energy approved asbestos waste landfills.Conducting Final Cleaning and Passing Visual InspectionScrub clean all surfaces and decontaminate and remove unnecessary waste containers and equipment prior to calling for final inspection. Provide good lighting and access to all areas with scaffolding and ladders. Notify the Project Industrial Hygienist sufficiently in advance to conduct final visual inspection. Only after the inspection passes, shall the Contractor apply lockdown encapsulant to containment and substrate surfaces using an airless sprayer.Passing Final Air Clearance Testing and Post-Project Area CleanupOnly after the Project Industrial Hygienist conducts final air clearance sampling inside containments utilizing leaf blowers and fans; and provides notification that lab analysis indicates all five (or more) samples meet the required final clearance criteria of < 0.01 f/cc by PCM, shall the Contractor tear down containments. If the containment fails final clearance testing (not all samples < 0.01 f/cc), the containment shall be recleaned and retested at the Contractor’s expense. Industrial Hygiene at its discretion may allow TEM analysis at the Contractor’ expense as an option where all clearance samples must be < 70 S/mm2. Thoroughly clean the project area prior to demobilization.Submit Any Remaining DocumentsProvide the Project Industrial Hygienist any remaining project documentation submittals such as containment boundary access logs and supervisor daily reports.Asphalt FumesThere are currently no specific OSHA standards for asphalt fumes. Exposure to various chemical components of asphalt fumes is addressed in specific standards for the general and construction industries.The Contractor shall plan the job to minimize the impact to building occupants from asphalt fumes. Nearby air intake systems may need to be turned off and all applicable building air intake vents should be closed or covered.For roofing operations, consider using a tanker to supply asphalt to the kettle or directly to the rooftop. If kettles must be used, place them where the operator and personnel will be least exposed to the fumes. Keep the kettle away from air intakes, doors, and windows.Carbon MonoxideThe employer shall monitor environmental exposure of personnel to carbon monoxide whenever internal combustion engines discharge engine exhaust gases indoors or unvented space heaters are operated indoors to ensure that carbon monoxide levels do not exceed those given in Appendix A to 29 CFR Section 1926.55 (Appendix A), In Minnesota the levels must stay below 35 ppm as an 8-hour TWA. The air monitoring shall be done during initial operations and at least quarterly thereafter and during a period representing highest usage in areas where carbon monoxide exposure is most likely.Polychlorinated Biphenyls (PCBs)The Contractor shall comply with all applicable local, state and federal rules and regulations associated with the removal, transportation, disposal and/or use of PCBs. The Contractor shall assume that all unmarked oil filled electrical equipment is PCB-contaminated. The Contractor shall assume that all unmarked capacitors are PCB capacitors. Small capacitors and lighting ballasts must be managed as PCB waste.The Contractor shall notify Xcel Energy Project Management in the event that PCB or PCB-contaminated electrical equipment is encountered. Contractors shall not abandon electrical equipment with a PCB concentration in excess of 49 ppm. Contractors shall not abandon any electrical equipment without first notifying Xcel Energy Management.The disposal of PCBs shall be managed in accordance with the Xcel Energy PCB Compliance Reference Manual.Lead & Hazardous Coatings (Lead, Hexavalent Chromium, Cadmium, Zinc (LHC))LHC are paints and other coatings that contain lead, hexavalent chromium, cadmium, or zinc. LHC work includes:Thermal cutting or mechanical cutting through painted steel;Paint removal by grinding or needle-scaling in preparation for welding/thermal cutting;Paint removal by abrasive blasting for thermal cutting/welding or surface preparation for painting;Surface preparation for painting by scraping, sanding painted surfaces;Paint removal using caustic paste or other approved non-methylene chloride strippers;Paint dust/flakes spill response and decontamination;Spray painting applying hexavalent chromium, zinc or cadmium containing paint.Pre-Job Submittals The Contractor shall provide submittals in advance of the project to the Xcel Energy Project Manager and to the Xcel Energy Safety & Industrial Hygiene Department for review and acceptance. Submittals are also to be maintained on site and shall include:Contractor Qualifications An organized list of personnel to conduct the LHC Work along with their current individual qualifications including:Annual training for certificates for lead, hexavalent chromium, cadmium and zinc. A Training outline, with trainer specified, meeting all OSHA requirements shall also be provided. Hazard communication for other hazardous substances as applicable such as blasting grit (contains respirable crystalline silica, spray paints applied, toxic or flammable solvents, cleaning agents, etc.Fire and explosion protection precautions for application of flammable coatings.Annual respirator training certificate for all respirator types to be worn. A Training outline meeting all OSHA requirements with trainer specified shall also be provided verifying specific training was provided for all respirator types to be worn.Respiratory medical surveillance documents with physician’s signature and date declaring the individual is medically fit to wear the applicable respirator. Statements shall also specify when follow-up refresher medical review is required.Annual respirator fit tests for all respirator types to be worn PAPRs require a quantitative fit test. Half face respirators require a qualitative test at minimum. Fit test records shall specify worker, fit tester, method, respirator type, model and brand.OSHA Required Written ProgramsRespiratory Protection.Lead, hexavalent chromium, cadmium (substance specific standards), and zinc (listed under the Air Contaminant Standard that requires hazard communication training).Hazard communication for other hazardous substances as applicable such as blasting grit (contains respirable crystalline silica, spray paints applied, toxic or flammable solvents, cleaning agents, etc.Mobilize equipment and materials to the job site as necessary.For work area preparation for paint removal or surface preparation for painting: Polyethylene sheets for drop cloths and where applicable, framing, draping and tape for windbreaks.For abrasive blasting: Framing, tarp material and tape for full enclosure construction, high efficiency particulate air (HEPA) filtered negative air machines also with primary and secondary filters sufficient to provide 6 air changes per hour and negatively pressurize the containment to 0.02” water gauge, and negative pressure strip chart recorders.For thermal or mechanical cutting through painted steel: Thermal cutting equipment for plasma arc cutting (PAC), air carbon arc cutting (ACAC), oxy-acetylene (OAC) or oxy-propane cutting (OPC) with torches and fuel gas, or mechanical cutting wheels. Fire blankets and fire extinguishers shall be staged for hot work.For paint removal: For paint stripping where used, caustic paste and neutralizer for paint stripping and portable emergency eyewash shower units immediately accessible; grinders and needle scalers for abrasive paint removal with shrouded heads to capture dust and attachment ports with attached HEPA filtered vacuums; abrasive blasting equipment and non-silica sand grit; scrapers and HEPA vacuum attached mechanical or hand sanders for surface preparation for painting.For cleanup or decontamination of paint dust and flakes: HEPA vacuums and filters, mops and disposable mop heads and cleaning rags, and amended water.For cleanup or decontamination of paint dust and flakes: Properly labeled waste bags or otherwise suitable containers.For respiratory protection:Full face PAPRs with HEPA filters for thermal cutting on painted steel.Airline supplied air respirators with type C blasting helmet for abrasive blasting. Supplied breathing air shall be verified Grade D. Where oil lubricated compressors are used, high temperature and carbon monoxide (CO) alarms are required. CO sensors shall be calibrated per manufacturer’s instructions.Otherwise half face respirators with P100 filters, face shields and safety glasses are required. Chemical goggles are required instead of safety glasses when using caustic paste or other approved chemical strippers.For protective clothing:For thermal cutting through painted steel, disposable cloth coveralls shall be worn with leather gloves. Tyvek coveralls shall be worn for mechanical cutting.For abrasive blasting, Tyvek coveralls shall be worn with leather gloves.For caustic paste removal, Tyvek coveralls shall be worn with rubber gauntlet gloves.For grinder or needle-scaler removal, Tyvek coveralls shall be worn with leather or rubber gloves.For personal hygiene facilities: Provide suitable facilities with potable water, soap and towels for washing hands, faces, and cleaning respirators. Respirators shall be properly disinfected after use.Work Area Isolation and Removal Containments ConstructionPosting and barrier taping of the regulated areas and boundary access logs at entrances to the Lead & Hazardous Coatings Work Area. Providing and requiring use of adequate hygiene facilities with potable water, soap, and towels for hand face and respirator cleaning, whenever workers desire, during breaks, before lunch, and at the end of the shift. Abrasive blasting containment construction shall include HEPA filtered negative pressurization systems that meet air exchange (6 air changes per hour (6 ACH)) and negative pressure (0.02” water gauge) requirements and containment negative pressure monitoring strip chart recorders with alarms. Duct HEPA filtered negative air discharges outside the building if indoors; Clean room, shower, dirty change room, work area, and waste load-out chambers shall be constructed with entrance and exit overlapping “Z” flaps between.Pass Pre-Lead & Hazardous Coatings Work Inspection of Work AreaPrior to start of paint removal, if required, the Contractor shall pass an inspection by the Project Industrial Hygiene Consultant to verify Contractor qualifications and Work Area and Containment set up.Restrict Access to the Work AreaEnsuring entrants are qualified, clean shaven to wear a respirator, properly protected with protective clothing and respirator, and that entrants sign in (print name legibly) specifying time and respirator worn and sign out specifying time each instance entering and exiting the work mence Lead & Hazardous Coatings WorkUsing work practices and engineering controls to reduce exposure levels, proceed to conduct the Lead & Hazardous Coatings Work. Clean up as the work progresses, making sure any loose debris is removed at the end of each shift. Use HEPA vacuums, cleaning rags and mops to clean surfaces. Scrub substrates and surfaces clean of adhered material.Maintain Containment Integrity and Negative Pressure (Abrasive Blasting)Routinely monitor containment and negative pressure for integrity. Immediately alert Project Industrial Hygienist if containment breaches are discovered or pressure falls below requirements. Regularly change negative air pre- and secondary filters. Monitor differential pressure on negative air machines. Maintain a log subject to inspection of HEPA filter hours per machine. Change HEPA filters on a prescribed schedule to prevent filter loading and rupture. Provide Project Industrial Hygienist copies of strip chart recordings daily.OSHA Worker Air Sampling and Exposure AssessmentThe contractor shall daily place sampling pumps on a minimum of 25% of the exposed personnel in each job task daily (with a minimum of one worker sampled), unless waived by Xcel Energy Industrial Hygiene. The personnel with the highest anticipated exposure level and greatest duration of exposure shall be monitored. Where chromium (always in the hexavalent form in paint) is present based on prior bulk sampling, hexavalent chromium in air must be sampled using a separate pump and cassette. A separate pump and cassette must be used to sample for lead, cadmium, and zinc. The Contractor shall conduct air monitoring for all these metals unless not present in the paint to be disturbed, as determined by bulk sampling in advance of the project. The Contractor shall notify Xcel Energy Industrial Hygiene in advance for review and discussion of exposure monitoring plans and lab analysis, and shall submit Field Forms with calibration and sampling information, Lab Chain of Custody and Analysis Requests Forms, and Air Monitoring and Exposure Assessment Results and Notifications to Xcel Energy Industrial Hygiene as required.Removal of Contaminated personal protective equipment and Use of Hygiene FacilitiesEach time personnel exit the Lead and Hazardous Coatings Work Area, they shall remove dirty suits, gloves and boots in the designated Dirty Change Area. Personnel shall use the portable hygiene facilities anytime they feel necessary and also prior to breaks and lunch and at the end of the shift to clean hands, face, and respirator.Waste and Equipment HandlingContractors shall work with Xcel Energy Environmental Services in advance to determine waste containerization, labeling, manifesting, hauling and disposal or treatment requirements. Removed hazardous paint, spent caustic paste or stripper with removed paint, spent blasting grit, contaminated vacuum and negative air filters, cleaning rags and mop heads, shall be segregated and properly contained and temporarily labeled for Xcel Energy Environmental Services to make final determinations. For some waste streams, Environmental Services may require EPA toxicity leachate procedure (TCLP) testing prior to disposition. Contaminated polyethylene sheeting, Tyvek coveralls and other disposable clothing shall be decontaminated by HEPA vacuuming and wet wiping, and with respirator filters, may be disposed of as Industrial Waste, subject to prior Environmental Services approval. The contractor shall contact Environmental Services in advance to arrange for proper manifesting prior to waste hauling, and for Environmental Services determination of the Xcel Energy approved waste disposal or treatment facility.Conducting Final Cleaning and Passing Final Visual InspectionScrub clean all surfaces, with all unnecessary waste containers and equipment decontaminated and removed prior to calling for final inspection. Provide good lighting and access to all areas with scaffolding and ladders. Notify the Project Industrial Hygienist sufficiently in advance to conduct final visual inspection if required.Submit Any Remaining DocumentsProvide the Project Industrial Hygienist any remaining project documentation submittals such as containment boundary access logs and supervisor daily reports.NoiseWhen personnel are subjected to sound levels exceeding those listed in OSHA regulations, feasible administrative or engineering controls shall be utilized. If such controls fail to reduce sound levels within the levels of the table, personal protective equipment as required in 29 C F R. Section1926, Subpart E, shall be provided and used to reduce sound levels. Hearing protection is required in areas over 85 dbA.Double hearing protection is required in designated areas, when over 100dbA or posted for dual hearing protection.SilicaA silica exposure assessment is required for all workplaces where silica exposure may occur. The Contractor must determine the eight (8) hour time-weighted average TWA exposure for each employee exposed and have the data reasonably available.The Contractor shall use engineering and work practice controls to reduce exposures to or below the PEL, unless they can demonstrate it is unfeasible. Wherever feasible, the employer shall use engineering and work practice controls to reduce exposures to as low as achievable and shall supplement them with respiratory protection selected to the type and level of the silica hazard.Respiratory protection is required for some processes/tasks/materials to reduce exposures below the OSHA PEL where engineering controls and work practices are either insufficient or not feasible. Respirator users must be pre-qualified to wear respirators and their respirator fit test certifications reasonably available.RadiationAll radiographic work shall be performed in accordance with applicable regulations. In construction and related activities involving the use of sources of ionizing radiation, the pertinent provisions of the Atomic Energy Commission's Standards for Protection Against Radiation (10 CFR, Part 20), relating to protection against occupational radiation exposure, shall apply (29 CFR Section 1926.53). Respiratory HazardsIt is the Contractor’s responsibility to ensure personnel are not exposed to respiratory hazards above the prescribed OSHA PELs. The Company, at its discretion, may require that Contractor perform an exposure assessment. The Contractor must determine the eight-hour TWA exposure for each employee exposed and have the data reasonably available.The Contractor shall use engineering and work practice controls to reduce exposures to or below the PEL, unless they can demonstrate it is unfeasible. When Contractor cannot feasibly reduce exposure to or below the PEL, the Contractor shall use engineering and work practice controls to reduce exposures to as low as achievable, and shall supplement them with respiratory protection selected to the type and level of the respiratory hazard.Hexavalent Chromium (CrVI)Work involving Hexavalent Chromium above the OSHA ALs and PELs. The OSHA Hexavalent Chromium Construction Standard 29 CFR 1926.1126, includes requirements for exposure assessment, methods for controlling exposure, respiratory protection, protective work clothing and equipment, hygiene areas and practices, regulated areas, housekeeping, medical surveillance, hazard communication, training, and recordkeeping. The OSHA Hexavalent Chromium Action Level (AL) is 2.5 micrograms per cubic meter (?g/m3) as an 8-hour time-weighted average exposure (8-hr TWA). The OSHA Permissible Exposure Limit (PEL) is 5 ?g/m3 as an 8-hour TWA. Previous Xcel Energy Industrial Hygiene exposure assessments have determined that the following work processes/materials are capable of generating hexavalent chromium exposures above the OSHA ALs and PELs and will be designated as Hexavalent Chromium Work:Thermal cutting chromium containing steel;Shielded metal arc welding (SMAW), flux cored arc welding (FCAW), or gas metal arc welding (GMAW) chromium containing steels or using chromium containing consumables such as P- or T-11, 22, 91, stainless steels, Inconel, hard facing, and flame spraying chromium for surfacing.Fly ash cleaning western subbituminous powder river basin (PRB) coal ash in baghouses, precipitators, duct work, boilers, etc. Cleaning tasks include baghouse bag changing, shoveling, vacuuming, etc.;Paint removal by abrasive blasting (boiler bottom ash slag blasting grit (black beauty, green diamond, etc.) and chromium containing paint are sources of exposure;Mechanical abrasive removal (grinders, needle scalers) of hexavalent chromium containing paint:Surface preparation for painting by scraping, sanding hexavalent chromium painted surfaces;Hexavalent chromium paint dust/flakes spill response and decontamination;Spray painting hexavalent chromium containing paint.Pre-Job Submittals The Contractor shall provide submittals in advance of the project to the Xcel Energy Project Manager and to the Xcel Energy Safety & Industrial Hygiene Department for review and acceptance. Submittals are also to be maintained on site and shall include:Contractor Qualifications An organized list of personnel to conduct the Hexavalent Chromium Work along with their current individual qualifications including:Current annual training certificates or a training roster for hexavalent chromium, and a training outline, with trainer specified, meeting all OSHA hexavalent training requirements. Annual respirator training certificate for all respirator types to be worn. A Training outline meeting all OSHA requirements with trainer specified shall also be provided verifying specific training was provided for all respirator types to be worn.Powered air purifying respirators (PAPRs) with HEPA filters are required for thermal cutting/welding on painted steel and all fly ash cleaning.Airline supplied air respirators with type C blasting helmet are required for abrasive blasting.Otherwise half face respirators with P100 filters are required. Respiratory medical surveillance documents with physician’s signature and date declaring the individual is medically fit to wear the applicable respirator. Statements shall also specify when follow-up refresher medical review is required.Annual respirator fit tests for all respirator types to be worn. PAPRs require a quantitative fit test. Half face respirators require a qualitative test at minimum. Fit test records shall specify worker, fit tester, method, respirator type, model and brand.OSHA Required Written ProgramsHexavalent Chromium.Respiratory Protection.Personal Hygiene FacilitiesProvide suitable facilities with potable water, soap and towels for washing hands, faces, and detergent and brushes for cleaning respirators. Workers shall be allowed to use the hygiene facilities anytime they feel necessary and also prior to breaks and lunch and at the end of the shift to clean hands, face, and respirator. Elastomeric respirators shall be properly disinfected after use by immersion in a liquid disinfectant solution, rinsed with water, and dried and stored in a clean location afterward.OSHA Worker Air Sampling and Exposure AssessmentPlace sampling pumps on a minimum of 25% of the exposed personnel in each job task daily (with a minimum of one worker sampled), unless waived by Xcel Energy Industrial Hygiene. Sample personnel with the highest anticipated exposure level and greatest duration of exposure. Hexavalent chromium must be sampled and analyzed individually (without analyzing for additional air contaminants on the same sampling filter) using a separate pump and cassette. Separate pumps and cassettes must be used to sample for additional air contaminants i.e., manganese, respirable particulate, etc. The Contractor shall notify Xcel Energy Industrial Hygiene in advance for review, discussion, collaboration and approval of exposure monitoring plans and lab analysis, and shall submit Field Forms with calibration and sampling information, Lab Chain of Custody and Analysis Requests Forms, and Air Monitoring and Exposure Assessment Results and Notifications to Xcel Energy Industrial Hygiene as required.Heat StressContractors shall use feasible and acceptable methods to reduce heat stress hazards in workplaces. These shall include, but are not limited to:Permitting workers to drink water at liberty;Establishing provisions for a work/rest regimen so that exposure time to high temperatures and/or the work rate is decreased; andDeveloping a heat stress program, which shall incorporate the following:A training program informing Contractor personnel about the effects of heat stress, and how to recognize heat-related illness symptoms and prevent heat-induced illnesses;A screening program to identify health conditions aggravated by elevated environmental temperatures;An acclimation program for new Contractor personnel or Contractor personnel returning to work from absences of three or more days;Specific procedures to be followed for heat-related emergency situations;Provisions that first aid be administered immediately to Contractor personnel displaying symptoms of heat-related illness.Required PermitsClearance Procedures (LOTO)Contractor shall provide a written lockout / tagout program to govern work activities of Contractor personnel in areas designated under the exclusive custody and control of Contractor. When or if Contractor’s work interfaces with areas under the custody and control of site operations, Contractor must utilize and adhere to the Xcel Energy site-specific lockout/tagout program.Confined SpacesBefore it begins work at a worksite, each contractor must ensure that a competent person identifies all confined spaces in which one or more of the personnel it directs may work, and identifies each space that is a permit space, through consideration and evaluation of the elements of that space, including testing as necessary.If the workplace contains one or more permit spaces, the employer who identifies, or who receives notice of, a permit space must:Inform exposed personnel by posting danger signs approved by Xcel Energy Management, of the existence and location of, and the danger posed by, each permit space; andInform, in a timely manner and in a manner other than posting, its employees’ authorized representatives and Xcel Energy Management or the designated controlling contractor of the existence and location of, and the danger posed by, each permit space.Each Contractor who identifies, or receives notice of, a permit space and has not authorized personnel it directs to work in that space must take effective measures to prevent those personnel from entering that permit space.If any contractor decides that personnel it directs will enter a permit space, that contractor must have a written permit space program that complies with 29 CFR Section 1926.1204 implemented at the site. The written program must be vetted by Xcel Energy’s Third Party Administrator and made available prior to and during entry operations for inspection by personnel and their authorized representatives.Entry into a confined space may only be made under non- permit conditions, permit requirements, or under the reclassification procedures specified in 29 CFR Section 1926.1203(g).Contractors shall participate in the Permit Space Entry Communication and Coordination requirements of 29 CFR Section 1926.1203(h). The contractor shall participate in a preconstruction meeting to determine the role of the contractor in the host/controlling contractor scheme for the scope of work. Hot WorkAll cutting, welding, grinding or general use of exposed arc, spark or open flame types of tools shall be performed under a hot work permit. Xcel energy Management shall determine if an existing facility’s permit process, a Contractor’s internal permit process or a combination thereof shall be utilized. The determination of the permit process shall be made based on combustible material in the area, if the area is reserved for dumping, transferring, stockpiling, or storing fuel, the nature of the hot work, and other work in the vicinity. When a Contractor’s or other alternate forms are to be used they must be approved by Xcel Energy. A copy of the Hot Work Permit shall be POSTED by the Contractor at the work area. ExcavationAll trenching and excavations shall be performed under an excavation permit. Xcel Energy Management shall determine if an existing facility’s permit process, the Contractor’s internal permit process, or a combination thereof, shall be utilized. The permit will at a minimum:Provide documentation of the call to the local utility locate service; Identify the scope of work in the excavation;Identify traffic controls and warning systems; andAddress the following if Contractor personnel will enter the excavation:Access and egress;Hazardous atmosphere testing;Emergency rescue; andSoil classification and selected protective system.Required Personal Protective Equipment (PPE)OverviewContractors and Subcontractors shall comply with all applicable OSHA construction standards and safe work practices for personal protective equipment (PPE).Contractors and Subcontractors shall be responsible for performing hazard assessments, providing necessary training and to supply appropriate PPE to all Contractors, Subcontractors, and personnel within their control. Contractors shall provide a copy of all hazard assessments to Xcel Energy Management upon request.Head ProtectionAll personnel, vendors, delivery personnel, and other visitors to the project shall wear hard hats that meet current ANSI standards, 100% of the time while in the work area. Personnel of a given Contractor shall wear hard hats similar in color, prominently display the company decal where the employee works, and display the employee’s name for identification.Hand ProtectionContractors shall ensure personnel wear gloves appropriate for the type of work when performing any work activities where potential for hand injuries exist. Work activities involving the use of rotating equipment, which may entangle a glove causing injury shall be evaluated by the Contractor to determine if use of hand protection is appropriate.Eye and Face ProtectionContractors shall be responsible for identifying potential eye hazards and supplying Contractor personnel with the appropriate eye protection. Eye protection shall be adequate to protect against the exposure or potentially exposure to hazards. All Contractor personnel, vendors, delivery personnel, and other visitors shall wear safety glasses 100% of the time while in work areas. Minimum eye protection shall include approved safety glasses with side protection which meet current ANSI standards (this shall also include prescription eye wear). Additional eye and face protection in combination shall be worn when needed including but not limited to: Pressure washing, welding, burning or cutting with torches; using abrasive wheels, portable grinders or files; chipping concrete, stone or metal; working with any materials subject to scaling, flaking or chipping; drilling or working under dusty conditions; using explosive actuated fastening or nailing tools; working with compressed air or other gases; the use of chop saws; and the use of partner saws. Arc Flash Clothing. Contractors shall:Provide Arc Flash PPE as required per the plant hazard analysis.Ensure workers performing work in Plant Substations wear appropriate PPE to protect Contractor personnel at levels indicated by Substations Group calculations.Hearing ProtectionAll work areas identified as high noise exposure shall be properly posted to warn Contractor personnel of the exposure. Appropriate hearing protection shall be worn in work areas where noise levels are 85 dBA or greater.Fall Protection100% continuous fall protection is required for fall hazards greater than four (4) feet. Personal fall arrest systems, when stopping a fall, shall be rigged such that personnel can neither free fall more than six feet, nor contact any lower level or obstruction.Foot ProtectionAll Contractor personnel in the work area shall wear safety-toe leather hard-soled work boots. No one is permitted to wear sneakers (including ASTM approved safety shoe of the athletic style), tennis shoes or athletic shoes of any type, sandals, high heels or thongs in the work area.Personal Flotation DevicesPersonnel working over or near water, where the danger of drowning exists, shall be provided with U.S. Coast Guard-approved life jackets or buoyant work vests. Continuous 100% fall protection may be used as an alternative to use of personal flotation devices (PFDs). PFDs are required where safety net systems are utilized to provide fall protection. See Section 4.1.8.6.2 for specific requirements.Respiratory ProtectionRespirator SelectionPrevious Xcel Energy Industrial Hygiene exposure assessments have determined that the following work processes/materials are capable of generating exposures above the OSHA PELs and ACGIH TLVs. The Contractor shall provide and require at least minimum respirator use as specified below.Regulatory Compliance Verification Submittals. The Contractor shall provide submittals in advance of the project and ongoing as needed to the Xcel Energy Project Manager and to the Xcel Energy Senior Industrial Hygienist for review. Submittals are also to be maintained readily available on site and shall include:Contractor Qualifications An organized list of personnel required to wear respirators along with their assigned exposure tasks and individual current OSHA required qualifications including:Current annual respirator training for all specific respirator types to be worn: certificates or a training roster, a training outline, with trainer specified, meeting all OSHA respirator training requirements.Respiratory medical surveillance documents with physician’s signature and date declaring the individual is medically fit to wear the applicable respirator. Statements shall also specify when follow-up refresher medical review is required.Annual respirator fit tests for all respirator types to be worn. Full face respirators require a quantitative fit test. Half face respirators require a qualitative test at minimum. Fit test records shall specify date, worker, fit tester, method, respirator type, model and brand.OSHA Required Written Respirator Program containing all required elements and designated Respiratory Protection Program Administrator. Written programs shall specify: selection by process/task/material, medical evaluation, training, fit testing, maintenance, cleaning and disinfection, recordkeeping, and periodic review.Clean Shaven to Obtain a Facial SealFace sealing respirators require the user to be clean shaven on a daily basis around the face sealing surfaces to obtain a facial seal. Other facial hair present must also be trimmed short to prevent interference with exhalation valves.Personal Hygiene FacilitiesProvide suitable facilities with potable water, soap and towels for washing hands, faces, and detergent and brushes for cleaning respirators. Workers shall be allowed to use the hygiene facilities anytime they feel necessary and also prior to breaks and lunch and at the end of the shift to clean hands, face, and respirator to prevent facial irritation. Elastomeric respirators shall be properly disinfected after each use by immersion in a liquid disinfectant solution, rinsed with water, and dried and stored in a clean location afterward.Supplied Air Supplied air shall be verifiable grade D quality. Oil lubricated compressors shall have high temperature and carbon monoxide filters and sensors with alarms. Sensors shall be calibrated per manufacturer’s requirements and schedule with span gas.ClothingSuitable clothing for construction shall be worn on the construction site. A shirt with sleeves (at least a T-shirt with sleeves 4 inches in length) and full-length pants shall be required. Long sleeve shirts shall be required for all hot work and other activities which could potentially cause burns, abrasions or lacerations. Shorts, sweatpants, tank tops or excessively torn clothing are not allowed.High Visibility ClothingAll workers who are exposed to vehicle traffic or earth-moving equipment, shall wear Class 2 high visibility safety apparel, such as a vest or shirt, with reflective markings. High visibility safety apparel shall be required while providing ground support during crane, forklift, and hoisting operations. For electrical work within an arc flash boundary high visibility garments shall be FR rated.to Exhibit B - Environmental Directives for ContractorsThe terms and conditions of this Attachment shall be read in conjunction with the terms of the Agreement, and to the extent that any clause herein is determined to be in conflict with the terms of the Agreement, the terms in this Attachment shall take precedence. Unless otherwise defined, the capitalized terms in this Attachment shall have the same meaning as such terms in the Agreement to which it is attached and incorporated by this reference.ApplicabilityContractor has entered into an agreement with Company. As provided in the Agreement, Contractor must comply with all applicable provisions of Company's plant, Project, facility or Site policies and procedures, including but not limited to any instructions and procedures pertaining to plant or facility Site security, industrial safety, environmental directives, work authorization, equipment control and hazardous materials. As such, Contractor must comply with these Environmental Directives for Contractors (“Directives”).Company expects Contractor to support environmental compliance through its own policies and procedures, maintain all compliance, ensure the protection of human health and the environment, and to promote Company’s reputation as an environmental leader in the communities Company serves. Contractor should consider energy efficiency, pollution prevention, conservation, and performing operations in an environmentally responsible manner in all decision-making and work activities. Contractor must communicate these same values and requirements to its employees and Sub-Contractors.The information in these Directives does not supersede any specific requirements listed in the Agreement. Contractor is required to comply with all federal, state and local laws, regulations, and requirements and any additional requirements or policies that may be required by Company for the specific Work at issue in the Agreement. The subject areas listed in these Directives are not meant to provide an exhaustive list or complete summary of the types of safety, environmental or other concerns that Contractor must consider. Contractor is an independent contractor. By providing these Directives to Contractor, Company in no way assumes any of the duties, obligations, or liabilities attributed to Contractor under the Agreement or any obligations that Contractor has to comply with federal, state, and local laws, regulations and requirements. To the extent there is a conflict between these Directives and the Agreement, the Agreement shall control.The Company Contract Manager will identify the appropriate Company Environmental Services ("XEES") staff to serve as the contact(s) for the project. XEES staff may be located in one of Company’s Corporate offices, a field office or service center, or at a power plant. Due to the complexity of some activities and the regulations, Contractor may have contact with more than one Company “Subject Matter Expert” during performance of a Contract. Environmental and emergency contact numbers are listed at the end of these Directives for any inquires or notifications Contractor may have.Adherence to these Directives does not constitute completion of Contractor’s obligations under Company’s Contractor Safety Program or Safety Program requirements identified by Company’s Corporate Safety Department. Contractor is responsible for meeting all applicable safety requirements, including, but not limited to, the appropriate use of Personal Protective Equipment.Contractor ResponsibilitiesPlanning. Planning includes everything that happens before a Contractor begins work in the field. Contractor is tasked with a number of activities during this planning phase of work. The scope of work developed for various projects will determine the level of involvement and define roles and responsibilities for each contract and/or project. During the planning stages of a project, the Contractor should review all applicable laws, rules, regulations, permit requirements, and site specific conditions that may impact or apply to the work. Contractor should also prepare for any spills, leaks, or accidents (or any unforeseen project emergency) that could occur during project implementation, so that Contractor is prepared to implement the appropriate response measures. Further details are provided below regarding spill response and reporting procedures. Before starting work, Contractor should identify an Emergency Coordinator and know the work location (the physical address where Contractor will be working) in the event an emergency arises. Before starting work, Contractor must also contact the XEES representative that has been designated as the representative for the project to discuss steps the Contractor is taking to ensure all activities are compliant with applicable environmental laws and regulations.Hazard Analysis. Many activities performed by Contractor may be in or near areas that are contaminated or that were previously contaminated and have been remediated. To the extent practical, these areas should be identified in advance to avoid problem and delays caused by unforeseen site conditions. Contractor should conduct an appropriate site hazard analyses or undertake appropriate environmental due diligence prior to commencement of the work. Contractor should also have contingency plans in place in the event hazards are encountered. When unexpected contamination is discovered in the field, stop work and immediately provide notification to your Company Contract Manager and XEES representative to coordinate any immediate response actions and/or agency reporting. See further information below regarding spill response and reporting procedures.Permitting. Permits apply to specific activities at specific locations and may have requirements that are more stringent than environmental laws and regulations. Contractor is responsible for identifying all necessary permits for Contractor work affecting Company facilities or operations. Notwithstanding anything to the contrary set forth in the Contract, before starting work, Contractor must contact the designated XEES representative for the project to discuss whether Contractor or Company will be the named applicant on the permit and whether the Contractor or Company will be responsible for conducting permit research or preparing the permit application. Company must be involved with any communications with regulatory agencies or made aware of any such communications prior to Contractor outreach to the regulatory agencies. Communication with regulatory agencies for Company must include XEES and not be performed by the Contractor without XEES presence or permission. This includes permit discussions, application submittals, negotiation on permit conditions, and/or permit agreements. Contractor bears the responsibility for compliance with the permit terms and specified actions, limitations, notifications, and reporting requirements for Contractor’s and its Subcontractor’s activities. Failure to comply may subject the Contractor to significant fines and penalties as well as to project delays and potential shutdowns.Chemical ControlContractor must review, approve, and track all chemicals used while working on Company projects. This helps ensure that employees and Contractors are not exposed to overly- hazardous products, Safety Data Sheets (SDSs) are available for each product, and information for all required agency reporting is available. When selecting chemicals for use, Contractor should give consideration to reducing disposal costs, reducing safety risks, buying only quantities needed to do the job, storing chemicals properly, checking expiration dates, and considering alternative products that may be an appropriate less-hazardous option. Contractor is responsible for ensuring that chemicals are used in accordance with all labels. Contractor must remove all unused chemicals and products at the completion of each job and as specified in the Contract. Contractor is not to abandon unused products at any Company facility or job-site.Unless Contractor receives permission from XEES, Contractor will not use products containing chemicals present on Company’s Targeted Ingredients List. The listing of a chemical on the Targeted Ingredients List indicates that its use is restricted. This means that specific requirements must be met in order to use the product in a manner that complies with the applicable regulations. Company’s Targeted Ingredients List can be found in Appendix D of Company’s Chemical Hazard Communication Program or can be obtained from XEES or the designated Contract Manager upon Contractor’s request. If the Contractor desires to use a chemical or product that is on the Targeted Ingredient List, before using the chemical or product Contractor must provide documentation to XEES explaining why the use of the product or chemical is necessary and why chemical alternatives that are not on the Targeted Ingredients List with a lower overall risk are not suitable for the specified application, as well as any other information that Company may reasonably request, such as any safety precautions Contractor intends to adopt. Proposed restricted chemicals cannot be used until permission to proceed has been given by XEES. By giving permission to proceed with the use of a chemical or product, Company in no way assumes any of the duties, obligations, or liabilities attributed to Contractor under the Contract and in no way is endorsing the use of the chemical for any particular application.Protected Species. Contractor must follow all requirements associated with Protected Species. Protected Species means all plants and animals that are listed as a threatened or endangered species under the Endangered Species Act, or are otherwise protected under federal, state or local laws and may include birds, animals, plants, or fish, as well as their nests and habitat. Contractor is responsible for knowing if its work is being performed in an area where Protected Species may be present. Contractor must adhere to all requirements for working in areas with Protected Species and/or habitat and must not remove or destroy an active nest of a Protected Species. Any incident involving death, injury or removal of a Protected Species or an active nest shall be immediately reported to XEES. Contractor should assume that all birds are a Protected Species and shall confer with XEES for determination of the bird’s status as a Protected Species.Waste. Contractor must comply with all applicable regulatory requirements, as well as Company policies, for waste handling, including, but not limited to, hazardous wastes, universal wastes, solid wastes, and special wastes. Contractor must coordinate closely with its Company Contract Manager as well as directly with XEES. Contractor requirements include the following:Correctly identify wastes by type and keep wastes separate, accumulate wastes in appropriate containers, label all containers according to XEES requirements or the appropriate regulations, and conduct inspections as required.Store wastes only in areas that have been approved by the Company Contract Manager or XEES. Storage areas for liquid wastes shall not be adjacent to storm intercepts, wetlands or surface waters. Storage areas must be inspected at least monthly;Contractor should segregate scrap metals and other recyclable wastes. Contractor must contact Company Contract Manager for handling instructions if not previously arranged;Contractor may be responsible for handling and disposal of non-hazardous refuse (construction and demolition debris, scrap lumber, office waste, etc.). All such disposal must be at an appropriately-permitted landfill;Contractor is responsible for notifying Company Contract Manager and coordinating with XEES all handling and disposal of Hazardous, Universal, and/or special wastes;Contractor shall use waste vendors on Company’s Approved Vendor List when feasible;Contractor shall provide XEES with 30 days’ advanced notice if it intends to use a vendor that is not on the Approved Vendor List. Contractor may obtain Company’s Approved Vendor List form the designated Company Contract Manager.Note that many Contractor-generated wastes are specific to a particular project and must be managed as specified in the Contract. Contractor should give consideration to, and use commercially reasonable efforts to:Use nonhazardous materials instead of hazardous materials;Reduce waste generation;Recycle and reuse materials rather than dispose.Electrical Equipment (Oil-Filled). Transformers, capacitors, and other electrical equipment often contain oil. The oil in this equipment may contain polychlorinated biphenyls (PCBs). PCBs are highly regulated and the Contractor must know the regulations associated with PCB management. Contractor shall immediately alert the Contract Manager or XEES representative of any spills or releases from oil-filled electrical equipment. See further information below regarding spill response and reporting procedures. Contractor crews should assume that electrical equipment contains PCB in regulated concentrations until it is determined that it does not contain PCBs in regulated concentrations (i.e., known to be <50 ppm.) The Contractor is to deliver electrical equipment to the designated service center or disposal outlet as specified by the Contract.Gas Pipeline and Gas Liquids Management. Gas liquids (gas condensate) are defined as liquid hydrocarbons that condense from natural gas because of changes in temperature, pressure, and/or flow. Company has specific requirements identified in the Gas Standards Manual (in addition to applicable Federal, State, and other requirements) concerning handling of gas liquids. These requirements are available to the Contractor upon request. Prior to any gas work, removing gas liquids from the system, or performing work that may result in the removal of such from the system, Contractor must coordinate activities with its Company Contract Manager, site manager, and XEES. Contractor must assume that PCBs are present in the gas liquids, the liquids are ignitable, and pipe wrap coatings have asbestos unless and until it is verified that these conditions are not present. When gas liquids are present within these systems, samples must be collected for analysis and proper disposal.Tank Management. Contractor is expected to comply with all applicable federal, state and local regulations and requirements for aboveground and underground storage tanks. Most States and localities have adopted regulations for tanks that, while similar to Federal regulations, may be different and more stringent. Local requirements may include the Uniform Fire Code or National Fire Protection Agency (NFPA) guidelines. Contractor must be aware of local requirements and contact the Fire Marshall, fire department, or appropriate local response agency as necessary, specified in the Contract or agreed upon with XEES. In addition, Company may impose certain requirements for tanks above and beyond these regulations due to various circumstances. These requirements will be noted prior to contracting and will not supersede Contract conditions. Additionally, Contractor must follow all applicable Spill Prevention Control and Countermeasures (SPCC) requirements associated with any tank activities. Prior to installing a new tank, modifying an existing tank, adding materials, or performing maintenance, the Contractor must contact the Contract Manager or XEES representative to discuss steps Contractor has taken to ensure all applicable requirements have been met. These requirements can also include unique site-specific requirements for hazardous materials and tanks. In the event of a release to the environment of any regulated substance, Contractor must perform cleanup activities associated with the spill. See further information below regarding spill response and reporting procedures.Demolition Activities. Contractor shall conduct a building hazard assessment prior to demolishing any building at Company facilities. This assessment shall be conducted by a qualified professional as defined by the regulatory body governing such activities. Assessments shall include a determination as to whether regulated materials, including, but not limited to, lead, asbestos, or radioactive sources exist. These regulated materials must be properly managed prior to the demolition of the building.Stormwater Management.Contractor is expected to comply with all applicable regulations, requirements, plans, and permits for the management of industrial and construction storm water. Contractor is responsible for ensuring that activities including but not limited to material handling and storage, maintenance and cleaning, construction, industrial processing and other operations occur in a manner consistent with the site’s or facility’s existing industrial or construction storm water management plan (SWMP). Contractor is responsible for controlling runoff from areas affected by its work to prevent the discharge of pollutants into nearby waterbodies or indirectly via storm sewer systems. Contractor shall complete routine site inspections of the worksite on a schedule consistent with the site’s existing SWMP. Contractor is responsible for taking immediate corrective action on identified deficiencies associated with its storm water control measures.Many states and localities have adopted industrial and construction storm water regulations that are consistent with, but more stringent than the federal requirements. If not specified in the Contract, Contractor is responsible for working with its Company Contract Manager, site manager, and XEES to define who is responsible for obtaining construction storm water permit coverage for the proposed activity, paying permitting fees, submitting the Notice of Intent, installing and inspecting the best management practices (BMPs) and completing the Notice of Termination. Unless specified otherwise in the Contract, the Contractor is responsible for temporary stabilization of the site until final restoration is completed. Contractor is expected to immediately report uncontrolled releases or damages to BMPs to the Company Contract Manager.Dewatering Activities. Dewatering activities need to be addressed as project planning is occurring. Contractor is responsible for contacting its Company Contract Manager, site manager, and XEES in advance of dewatering activities to ensure that the proper authorizations are obtained. XEES is responsible for evaluating treatment options and assessing whether a dewatering permit is necessary, and if so, obtaining the permit. The Contractor is responsible for ensuring that the required sampling intervals are met, when applicable. Contractor is responsible for coordinating dewatering events with its Company Contract Manager, site manager, and XEES to ensure that the required sampling can be arranged.Other Common Substances and Hazards. Contractor understands that the project site may currently or historically have been used for electric or gas gathering, storage, transmission, distribution, or related facilities. Natural gas facilities may now transport and may continue to transport natural gas at significant pressures. Electric facilities may now transmit and may continue to transmit electric current at significant voltages, and conductors on electric lines may not be insulated. Power may have been generated historically or may currently be generated onsite by various means, including for example, nuclear, coal, wind, solar, hydro, gas or other means. Contractor may encounter hazardous or other regulated materials, including, but not limited to, petroleum, volatile organic compounds, coal ash, oil, lead, asbestos, naturally occurring radioactive materials, radioactive sources, or PCBs. Contractor must take necessary precautions for ensuring its work is performed safely and in compliance with all applicable laws and regulations with respect to these potential site conditions.Spill Response and Reporting. Spill Prevention. Contractor must become familiar with Company facility formal spill response plans and procedures. If a spill plan is not required or does not exist (as is often the case for non-Company locations or Rights-of-Way), Contractor must still be prepared to take appropriate prevention and response measures. Contractor should have spill response kits and Personal Protective Equipment readily available on site to respond to spills.Good spill prevention measures should be implemented including, for example, good housekeeping – work area should be cleaned up immediately after the completion of jobs, minimize amount of chemicals in storage, etcStore chemicals properly – store in fireproof cabinets or in designated areas, store drums away from traffic and run-off or sewers/waterways, keep drums closed, etc.Storage areas should be inspected on a regular basis to identify containers that may be in poor condition or leaking:Absorbent materials/pads should be available during all handling and transfer operations;Properly labeled drip pans should be in place when dispensing products from drums;Pump connections and hoses should be inspected for integrity and proper connection prior to each use;All chemicals or oil transfer operations must be continuously monitored to prevent overfill and spills;Know location of spills kits – replace any items used.Spill Response. Contractor personnel performing an emergency response must be trained appropriately and cleanup spills, even small spills, immediately. Contractor must (1) protect its employees, Subcontractors, and the public, and (2) protect the environment if a spill occurs. If a spill occurs, Contractor must evacuate the area if necessary and appropriate. The Contractor must ensure that all persons are kept away from the area of contamination until additional assistance arrives. In addition, to the extent that it is safe, the Contractor must make every effort to prevent the spread of contamination. Containing the flow of liquids, preventing contamination from entering a sewer or waterway, and preventing physical contact with the spilled material are all important.Spill Reporting. There are federal, state, and local spill reporting laws that may apply in the event of a spill and Contractor may be responsible for spill reporting to federal, state, or local agencies. If it is an emergency situation, call “911” first to activate fire, police, or medical personnel as required. Next, notify the facility emergency number, if applicable. Finally, the Contractor must promptly notify the Company Contract Manager and call the appropriate XEES emergency contact number identified below in Section P so that Company can coordinate with the Contractor all spill reporting and communications with regulatory agencies and third parties about the spill. In the event of a chemical release or if a spill might reach or has reached water, a sewer, food, feed, garden, residential property, or school, or has otherwise gone off-site, contact XEES immediately (e.g., within 15 minutes of the spill)). If the Contractor activity identifies a potential historical release, work must be immediately stopped in the affected area to determine appropriate next steps. Upon identification of potential historical releases, Contractor shall immediately contact Company Contract Manager and appropriate XEES staff. Once notified of a current or historic spill, Company may decide to independently report the spill in addition to, or in lieu of, the Contractor. However, the Contractor remains responsible for all spill reporting obligations it may also have under applicable laws and regulations. Contractor shall make best efforts to coordinate with Company on any communications to regulatory agencies and third parties about the spill, and Contractor shall keep Company informed of all such communications.Regulatory Inspections. Contractor shall notify the project manager and/or XEES when an authorized environmental governmental agency staff member is on site. Notice shall be provided as soon as the Contractor is aware that such a site visit or inspection will occur. XEES shall be provided the opportunity to participate in any scheduled site visit. Contractor will cooperate with authorized inspections at the direction of the XEES representative. Contractor will be prepared for inspections. Contractor must all ensure that records and documentation are kept up to date, and if appropriate or required by law, kept on site. Contractor will maintain good housekeeping practices for the work area. If agency sampling is planned, XEES staff will determine whether it is appropriate to take split samples and if so, who will take the samples.Environmental Services Emergency Contact InformationColorado - Emergency Phone (303) 556-1244; 24 Hour Hotline (800) 541-0918; General Office (303) 294-2213Texas, New Mexico, Oklahoma - Emergency Phone (806) 674-1890 (If no answer leave message with Name, Phone, Location, and Nature of Emergency; you will be contacted as soon as possible); General Office (80.6) 378-2196Minnesota, North Dakota, South Dakota - Spill Hotline (612) 330-5972 (24 hrs.); General Office (612) 330-7873Wisconsin, Michigan - Spill Hotline (715) 577-0003; General Office (715) 737-1346Contract Guidelines for ExpensesThese Expense Guidelines for Contractors are hereby made a part of that Agreement in which they are incorporated by reference, and to the extent these terms conflict with the terms of the Agreement, the Agreement terms shall take precedence. Definitions“Leader” means a Company employee who supervises other Company employees"“Proper Documentation” means original document, such as a detailed receipt, showing all items purchased, and/or explanation with relevant details for expenses incurred that are not self-evident, signed by both Contractor and approving Leader."“Travel Meal” means a meal for the Contractor incurred while traveling out of town on business and cannot be classified as a business meal. Total Costs for all meals are not to exceed $65 per day, per person (i.e., $8-10 for breakfast, $10-15 for lunch, and $20-40 for dinner) including taxes and tips).General ProvisionsContractors must use sound business judgment and plan travel and other business related expenses to minimize costs for pany may review all expenses to ensure compliance with the Agreement. Company Supply Chain must approve any exceptions.Business related expenses and travel costs may include car rental, lodging, coach airfare and associated fees/taxes, mileage, tolls, parking, travel meals (including food, non-alcoholic beverages and associated taxes and tips), fuel, and other tips and gratuities.Travel and living expenses at the assigned work location shall be limited to lodging, meals, miscellaneous expenses such as phone, laundry, etc., round trip coach air fare and compact car rental. To be eligible for reimbursement, any expense must be approved by the appropriate Company manager in advance of the expense being incurred.Authorized ExpensesPer Diem. It will be at Company's discretion whether to pay a daily per diem rate for lodging, meals, car rental and any incidental expenses or daily billable expenses. Any per diem payable is hereby defined as the not-to-exceed amount of the authorized per diem. If expenses are authorized a per diem payment, per diem expenses include meals, car and hotel. Daily per diems shall not exceed those published in the GSA rate guide (i.e., ). If expenses are previously authorized by Company, then the daily expenses will be reimbursed at cost. Receipts must be submitted with the invoice for approval and payment of expenses.Air Expense. All airline reservations will be made with as much advance notice as possible to insure the lowest possible price (See Long-Term Assignments). All tickets should be at the lowest coach fare available, taking into account the time needs of the Work. All tickets shall be Coach Class. If any one particular leg of the flight is greater than six hours in duration and/or crosses an ocean, it is permissible to consider upgrading to business class, subject to prior Company authorization in writing before booking.Car Rental. Reimbursement for car rental shall not exceed mid-size automobile rates. This can be upgraded when three or more personnel are going to the same destination or working the same shift. Personnel shall share rental cars when possible. Use the minimum number of rental cars practical.Parking. Reasonable parking costs will be reimbursed if accompanied by receipts.Travel Time. Contractor personnel are expected to travel on their own time. Company will not reimburse for travel between motel or home (if local to work site) and work assignment locations. Where mileage is authorized by Company, mileage reimbursement shall not exceed the Internal Revenue Service’s approved rate.Taxi Charges. Reasonable taxi charges will be reimbursed. Reasonable would be in the range of under $50.00 with receipt.Long Term ChargesContractors on long-term assignments shall arrange for a reasonable apartment or long-term agreement with a motel close to site of work. Company will reimburse Contractor for reasonable monthly lease or rent. Leasing a car should be considered in lieu of car rental for long-term assignments as authorized in advance by pany will authorize one round trip coach ticket per month after the third month of assignment, and every four weeks thereafter. Company will not authorize nor reimburse Contractor for any other expenses or cost other than the aforementioned airfare. All tickets must be purchased as far in advance as possible to take advantage of lower airfareExpenses Not AuthorizedCompany will not authorize nor reimburse Contractors for personal protection equipment (PPE) required for Contractor to perform the work for Company (e.g., hard hat, safety glasses, steel-toed footwear).Company will not authorize nor reimburse Contractors for expenses such as, business meals hosting Company, alcohol, catered meals, entertainment events, recognition of a Company employee, subscriptions, office supplies, “overhead” costs, toiletries, incidentals (e.g., a movie in a hotel room), expenses in support of candidates for office and elected or appointed public officials, or other expenses that do not directly support the work being performed for Company.Monetary advances on expenses are not authorized.Invoicing RequirementsItemized invoices with original receipts are required for all expenses. Contractor must submit an invoice for all incurred business related expenses and travel costs in accordance with the billing process outlined in the Agreement. Expenses must be billed within 30 days from the day they are incurred. When billing, Contractors shall not markup items beyond the actual expense incurred, or as otherwise provided in the Agreement and relevant Scope of Work.If a receipt is lost or not available, Contractor must provide documentation, signed by the Contractor and the approving Leader, verifying the legitimate travel and/or business expense. Upon execution by the parties, this documentation shall take the place of an original receipt. If appropriate, Contractor should add information in the notes section of their invoice, explaining relevant details for expenses incurred that are not self-evident. ................
................

In order to avoid copyright disputes, this page is only a partial summary.

Google Online Preview   Download