Common use of Resolution by Negotiation Clause in Contracts

Resolution by Negotiation. (a) As an express condition precedent to commencement of any further proceedings with respect to a Claim (except as may be provided under any applicable lien statute), the Party making such Claim shall notify the other Party’s Project Director in writing of such Claim. The Contractor’s Project Director and the Owner’s Project Director shall meet within thirty (30) Days of receipt of the written notice of such Claim for the purpose of attempting to resolve the Claim. (b) If, after the Contractor’s Project Director and the Owner’s Project Director meet, the Claim remains unresolved or if no such meeting takes place for any reason within such thirty (30) Day period, then an executive vice president (or equivalent) of (i), in the case of Contractor, each Consortium Member (unless otherwise agreed by the Consortium Members) and (ii), in the case of Owner, each of SCE&G and Santee ▇▇▇▇▇▇ (unless otherwise agreed by them) shall meet to attempt to resolve such Claim, as applicable, within fifteen (15) Days from the end of such thirty (30) Day period. (c) If the Claim remains unresolved after the fifteen (15) Day period described in Section 27.3(b) and the Parties have not mutually agreed in writing to mediate such Claim, then: (i) with respect to a Claim that exceeds the Threshold Amount, either Party shall have the right to proceed to litigation of such Claim in a court of competent jurisdiction pursuant to Section 27.7; and (ii) with respect to a Claim that meets or falls below the Threshold Amount, such Claim shall be resolved pursuant to Section 27.5. (d) The Parties agree to make a diligent, good faith attempt to resolve a Claim as expeditiously as reasonably possible as provided in this Section 27.3. “[**]” in this Exhibit 10.01 indicates material that has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. Execution Version Confidential Trade Secret Information—Subject to Restricted Procedures

Resolution by Negotiation. (a) As an express condition precedent to the commencement of any further proceedings with respect proceedings, the Parties agree to exercise diligent, good faith efforts to resolve the Claim. Once a Claim (except as may be provided under any applicable lien statute), the Notice is issued by either Party making such Claim shall notify and received by the other Party’s Project Director , the following process shall be followed in writing of such an effort to amicably resolve the Claim. The : (i) Contractor’s Project Director and the Owner’s Project Director shall meet within thirty ten (3010) Days of from receipt of the written notice Claim Notice. It shall be the responsibility of such Claim the claimant Party promptly to initiate and schedule this meeting. The Parties agree to share all non-privileged documentation that is relevant to settling the Claim, and may mutually agree to additional meetings as necessary for the purpose of attempting each Party fully to resolve understand the Claim. (bii) If, after the Contractor’s Project Director and the Owner’s Project Director meetmeet (including any mutually agreed to additional meetings), the Claim remains unresolved unresolved, or if no such initial meeting takes place for any reason within such thirty ten (3010) Day period, then (A) either Party may at any time thereafter submit the Claim to the DRB in accordance with Section 27.7(c) and (B) an executive vice president (or equivalent) of each Party (i), which in the case of Contractor, each Consortium Member (unless otherwise agreed by the may be such person from either or both Consortium Members) and (ii), in the case of Owner, each of SCE&G and Santee ▇▇▇▇▇▇ (unless otherwise agreed by them) shall meet within ten (10) Days to attempt to resolve such the Claim. It shall be the responsibility of the claimant Party promptly to initiate and schedule this meeting. Each executive vice president (or equivalent) may ask his or her Project Director or other support staff to attend this meeting as needed to fully present, respond to, and understand the Claim. The Parties may mutually agree to additional meetings as applicable, within fifteen (15) Days from necessary for each Party fully to understand the end of such thirty (30) Day period. (c) Claim. If the Claim remains unresolved after is submitted to the fifteen DRB before the executive vice presidents of each Party have completed their discussions under Section 27.7 (15a)(ii), the Parties intend for the above described ten (10) Day executive vice president negotiation period to run concurrently with the first ten (10) Days of the fourteen (14) Day response period described in Section 27.3(b27.7(c)(ii). (iii) and Settlement of any Claim during the process described in this Section 27.7(a) shall be memorialized by issuance of a Change Order, an amendment to the Agreement, or a separate written settlement agreement signed by the Parties. Nothing herein shall prohibit the Parties have not mutually agreed in writing to mediate such Claim, then: (i) from entering into an interim written agreement with respect regard to a Claim that exceeds concerning payment of monies, adjustment of the Threshold AmountProject Schedule or otherwise, either Party shall have pending final resolution of the right to proceed to litigation of Claim as hereinafter provided. Any such Claim in a court of competent jurisdiction pursuant to Section 27.7; and (ii) with respect to a Claim that meets or falls below the Threshold Amount, such Claim interim agreement shall be resolved pursuant without prejudice to Section 27.5the rights of either Party. (d) The Parties agree to make a diligent, good faith attempt to resolve a Claim as expeditiously as reasonably possible as provided in this Section 27.3. “[**]” in this Exhibit 10.01 indicates material that has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. Execution Version Confidential Trade Secret Information—Subject to Restricted Procedures