mew Doc 3806 Filed 08/30/18 Entered 08/30/18 15:51:25 Main Document Pg 1 of 35

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1 Pg 1 of 35 Zachary H. Smith MOORE & VAN ALLEN PLLC 100 N. Tryon St., Suite 4700 Charlotte, NC Telephone: (704) Facsimile: (704) zacharysmith@mvalaw.com Counsel for Pike Engineering, LLC, f/k/a UC Synergetic, LLC Hearing Date and Time: October 30, 2018 at 11:00 a.m. Objection Deadline: October 23, 2018 UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK x : In re: : : Chapter 11 WESTINGHOUSE ELECTRIC COMPANY, LLC., : Case No (MEW) et al., 1 : : (Jointly Administered) Debtors. : x NOTICE OF PIKE ENGINEERING, LLC S MOTION FOR IMMEDIATE PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM PLEASE TAKE NOTICE that, on August 30, 2018, Pike Engineering, LLC, f/k/a UC Synergetic, LLC, filed Pike Engineering, LLC s Motion for Immediate Payment of Administrative Expense Claim (the Motion ), a copy of which is attached hereto. A hearing 1 The debtors in these chapter 11 cases, along with the last four digits of each debtor s federal tax identification number, if any, are Westinghouse Electric Company LLC (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (N/A), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania CHAR2\ v2

2 Pg 2 of 35 (the Hearing ) on the Motion will be held on October 30, 2018 at 11:00 a.m. before the Honorable Michael E. Wiles of the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court ), in Room 617, One Bowling Green, New York, New York PLEASE TAKE FURTHER NOTICE that any responses or objections (each, an Objection ) to the Motion and the relief requested therein shall be in writing, shall confirm to the Federal Rules of Bankruptcy Procedure, the Local Bankruptcy Rules for the Southern District of New York, and the Order Pursuant to 11 U.S.C. 105(a) and Fed. R. Bankr. P. 1015(c), 2002(m), and 9001 Implementing Certain Notice and Case Management Procedures [Docket No. 101] (the Case Management Order ), shall set forth the basis for the Objection and the specific grounds therefore, and shall be filed with the Bankruptcy Court electronically in accordance with General Order M-399 by registered users of the Bankruptcy Court s case filing system (the User s Manual for the Electronic Case Filing System can be found at the official website for the Bankruptcy Court) on or before October 23, 2018, with a hard copy delivered directly to the Court pursuant to Local Bankruptcy Rule PLEASE TAKE FURTHER NOTICE that, if no Objections are timely filed and served with respect to the Motion, the relief requested in the Motion may be granted without a hearing. Charlotte, North Carolina /s/ Zachary H. Smith Dated: August 30, 2018 Zachary H. Smith, N.C. Bar No MOORE & VAN ALLEN PLLC 100 North Tryon Street, Suite 4700 Charlotte, North Carolina Telephone: (704) zacharysmith@mvalaw.com Counsel for Pike Engineering, LLC, f/k/a UC Synergetic, LLC CHAR2\ v2 2

3 Pg 3 of 35 Hearing Date and Time: October 30, 2018 at 11:00 a.m. Objection Deadline: October 23, 2018 Zachary H. Smith MOORE & VAN ALLEN PLLC 100 N. Tryon St., Suite 4700 Charlotte, NC Telephone: (704) Facsimile: (704) zacharysmith@mvalaw.com Counsel for Pike Engineering, LLC, f/k/a UC Synergetic, LLC UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK x : In re: : : Chapter 11 WESTINGHOUSE ELECTRIC COMPANY, LLC., : Case No (MEW) et al., 2 : : (Jointly Administered) Debtors. : x PIKE ENGINEERING, LLC S MOTION FOR IMMEDIATE PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM Pike Engineering, LLC, f/k/a UC Synergetic, LLC ( Pike ), by and through its undersigned counsel, hereby moves for allowance and immediate payment of its administrative 2 The debtors in these chapter 11 cases, along with the last four digits of each debtor s federal tax identification number, if any, are Westinghouse Electric Company LLC (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (N/A), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania CHAR2\ v2

4 Pg 4 of 35 expense claim as detailed herein, and respectfully states the following in support of this motion (this Motion ): Relief Requested 1. Pike seeks entry of an order, substantially in the form attached hereto as Exhibit A (the Order ), (a) approving the Administrative Costs (as defined herein) as administrative expenses under section 503 of the Bankruptcy Code and (b) directing the above-captioned debtors and debtors in possession (the Debtors ) to make immediate payment of the Administrative Costs. Jurisdiction and Venue 2. The United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court ) has jurisdiction over this matter pursuant to 28 U.S.C. 157 and Consideration of this Motion is a core proceeding under 28 U.S.C. 157(b). Venue is proper pursuant to 28 U.S.C and The statutory predicates for the relief requested herein are sections 503 and 507 of title 11 of the United States Code (the Bankruptcy Code ). Background 3. On March 29, 2017 (the Petition Date ), the Debtors commenced cases under chapter 11 of the Bankruptcy Code. During their chapter 11 cases, the Debtors were operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 4. Prepetition, Pike and WECTEC Contractors Inc. ( WECTEC ), formerly known as Shaw Constructors, Inc., one of the jointly-administered Debtors, entered into that certain Subcontract Number , dated as of September 28, 2009 (as amended, supplemented or otherwise modified from time to time, the Contract ). Pursuant to the CHAR2\ v2 4

5 Pg 5 of 35 Contract, Pike provided certain services, equipment and supplies in connection with the Debtors nuclear power project located in Jenkinsville, South Carolina (the VC Summer Project ). Pike timely filed a proof of claim in respect of prepetition amounts owed by WECTEC under the Contract (see Claim No in Claims Register maintained by the claims agent, KCC). 5. On September 22, 2017, the Court entered an order granting the Debtors motion to reject the Contract [Docket No. 1391]. Pike timely filed a proof of claim for damages arising from the rejection of the Contract (see Claim No in Claims Register maintained by the claims agent, KCC). 6. After the Petition Date, and both before and after the rejection of the Contract, the Debtors used Pike s services, equipment and supplies for the benefit and preservation of their estates (the Post-Petition Work ). 7. WECTEC is indebted to Pike in respect of the Post-Petition Work in an amount not less than $519,006.29, which is comprised of the following: Invoice / Change Order / Other Invoice No. E , dated as of August 3, 2017, a redacted copy of which is attached hereto as Exhibit B, along with a copy of the EFT receipt in with respect to the payment made on such invoice evidencing the retainage. Change Order Request No. 049-B, a redacted copy of which is attached hereto as Exhibit C. Description Ten percent (10%) retention withheld on Invoice No. E Costs for additional WECTEC-required training beyond the original contract. Orientation training was originally designed as a 1-day training and was increased to 3 days. Costs reflect the difference between the 1-day training and the 3- Amount $33, $36, Although Invoice No. E instructed for no retainage, WECTEC withheld 10% of the invoice. CHAR2\ v2 5

6 Pg 6 of 35 day training. Costs also reflect additionally required onsite training before subcontractor was allowed to perform work. Change Order Request No. 051B, a redacted copy of which is attached hereto as Exhibit D. Change Order Request No. 053, a redacted copy of which is attached hereto as Exhibit E. Change Order Request No. 054, a redacted copy of which is attached hereto as Exhibit F. Pike Letter to WECTEC and related cost breakdown of postpetition care and custody charges, a redacted copy of which is attached hereto as Exhibit G. Subcontractor s costs associated with extended project schedule and overall project delay by WECTEC. According to the original contract, all work was to be completed on Unit 3 by 12/29/2015. These costs reflect extended rental of material storage, office facilities, overall project management, and home office support of reporting and recordkeeping. Subcontractor s costs associated with bringing construction costs associated with the Unit 2 & 3 Transmission Tie Lines from 2013 dollars for the Unit 2 Lines and 2015 dollars for the Unit 3 Lines to present value of 2017 construction dollars for work completed prior to project shutdown on 7/31/2017. Pike was not allowed to perform the work according to the original schedule due to delays by WECTEC and incurred additional labor and equipment costs. Subcontractor s costs associated with excess material procured for construction of Unit 2 & 3 Transformer High Side Switchyard and associated transmission tie lines that were not charged to WECTEC. Due to project site shutdown on 7/31/2017, Pike had no ability to remove these materials from the site. Costs for ongoing care, custody, and protection of materials in subcontractor s possession without WECTEC assuming custody or relieving subcontractor of this responsibility through any WECTEC directive or assignment. This includes costs of periodic inspections, maintaining safety barricades, reporting and recordkeeping, providing temporary power, and providing controlled climate storage in accordance with original equipment manufacturer s warranty requirements. $118, $118, $103, $108, TOTAL $519, CHAR2\ v2 6

7 Pg 7 of Pike asserts its administrative expense claim totals $519, (collectively, the Administrative Costs ). Basis for Relief 9. Section 503(b)(1)(A) of the Bankruptcy Code provides, in relevant part, [a]fter notice and a hearing, there shall be allowed administrative expenses including the actual, necessary costs and expenses of preserving the estate. 11 U.S.C. 503(b)(1)(A). Section 507(a)(2) of the Bankruptcy Code affords high priority to allowed administrative expense claims. See 11 U.S.C. 507(a)(2), This favorable treatment under the Bankruptcy Code induces third parties to continue doing business with a debtor-in-possession. See In re Babbs, 265 B.R. 35, 37 (Bankr. S.D.N.Y. 2001). A bankruptcy court has discretion to determine when an administrative claim must be paid. See In re HQ Glob. Holdings, Inc., 282 B.R. 169, 173 (Bankr. D. Del. 2002). Courts look to a variety of factors in determining whether to order immediate payment, including: (1) the prejudice to the debtors, (2) hardship to claimant, and (3) potential detriment to other creditors. In re Glob. Home Prods., LLC, No (KG), 2006 Bankr. LEXIS 3608, at *12 (Bankr. D. Del. Dec. 21, 2006). 10. Immediate payment of the Administrative Costs will not prejudice the Debtors or other creditors and is necessary to protect Pike from further financial hardship. 11. First, immediate payment of the Administrative Costs will not prejudice the Debtors. The Debtors cases are nearly paid-in-full cases, and the owners of the VC Summer Project and the related nuclear power project in Waynesboro, Georgia (the Project Owners ) are obligated to pay for some or all of the Debtors administrative expenses. Therefore, the estate will not suffer unfair surprise or hardship if the Debtors are directed to pay immediately the Administrative Costs. CHAR2\ v2 7

8 Pg 8 of Second, in contrast, Pike will be prejudiced if payment of the Administrative Costs is further delayed. A substantial portion of the Administrative Costs was invoiced over a year ago. As a result, Pike will be prejudiced if payment of the Administrative Costs is delayed further. 13. Third, immediate payment of the Administrative Costs will not result in prejudice to other creditors because the Project Owners are required to pay or indemnify WECTEC for administrative expenses. Moreover, the Bankruptcy Court confirmed a plan of reorganization for the Debtors which provides for close to full payment of general unsecured claims. Given these facts, full payment of administrative claims similar to the Administrative Costs is largely assured. 14. Pike respectfully submits that the relevant factors weigh in favor of allowance and immediate payment of the Administrative Costs. Accordingly, Pike respectfully requests this Court enter an order (a) approving the Administrative Costs as administrative expenses under Section 503 of the Bankruptcy Code and (b) directing immediate payment by the Debtors of the Administrative Costs. Notice 15. Notice of this Motion is being provided to the Rule 2002 Parties (as defined in the Order Pursuant to 11 U.S.C. 105(a) and Fed. R. Bankr. P. 1015(c), 2002(m), and 9001 Implementing Certain Notice and Case Management Procedures [Docket No. 101]. Pike submits that no other or further notice be given. No Prior Request 16. No prior request for the relief sought in this motion has been made to this or any other court. CHAR2\ v2 8

9 Pg 9 of 35 WHEREFORE, Pike respectfully requests that the Bankruptcy Court enter the Order granting the relief requested herein and such other relief as the Bankruptcy Court deems appropriate under the circumstances. Charlotte, North Carolina /s/ Zachary H. Smith Dated: August 30, 2018 Zachary H. Smith, N.C. Bar No MOORE & VAN ALLEN PLLC 100 North Tryon Street, Suite 4700 Charlotte, North Carolina Telephone: (704) zacharysmith@mvalaw.com Counsel for Pike Engineering, LLC, f/k/a UC Synergetic, LLC CHAR2\ v2 9

10 Pg 10 of 35 EXHIBIT A Proposed Order (see attached) CHAR2\ v2

11 Pg 11 of 35 Zachary H. Smith MOORE & VAN ALLEN PLLC 100 N. Tryon St., Suite 4700 Charlotte, NC Telephone: (704) Facsimile: (704) Counsel to Pike Engineering, f/k/a UC Synergetic, LLC UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK x : In re: : : Chapter 11 WESTINGHOUSE ELECTRIC COMPANY, LLC., : Case No (MEW) et al., 4 : : (Jointly Administered) Debtors. : x ORDER GRANTING PIKE ENGINEERING, LLC S MOTION FOR IMMEDIATE PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM Upon the motion (the Motion ) 5 of Pike Engineering, f/k/a UC Synergetic, LLC ( Pike ) for entry of an order (this Order ) (a) approving the Administrative Costs and (b) directing immediate payment of the Administrative Costs, all as more fully set forth in the 4 The debtors in these chapter 11 cases, along with the last four digits of each debtor s federal tax identification number, if any, are Westinghouse Electric Company LLC (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (N/A), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania Capitalized terms used by not otherwise defined herein shall have the meanings ascribed to such terms in the Motion. CHAR2\ v2

12 Pg 12 of 35 Motion; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of New York, dated January 31, 2012; and that this Court may enter a final order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C and 1409; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b); and this Court having found that Pike s notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing, if any, before this Court (the Hearing ); and this Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor; it is HEREBY ORDERED THAT: 1. The Motion is granted as set forth herein. 2. Pursuant to section 503(b) of the Bankruptcy Code, Pike shall have an allowed administrative expense claim for the Administrative Costs in the amount of $519,006.29, which shall be entitled to priority pursuant to section 507(a)(2) of the Bankruptcy Code. 3. The Debtors shall pay the Administrative Costs as soon as reasonably practicable following entry of this Order. 4. Notice of the Motion as provided therein shall be deemed good and sufficient notice of such Motion. CHAR2\ v2 12

13 Pg 13 of Notwithstanding anything to the contrary, the terms and conditions of this Order are immediately effective and enforceable upon its entry. 6. This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order. New York, New York Dated:, 2018 THE HONORABLE MICHAEL E. WILES UNITED STATES BANKRUPTCY JUDGE CHAR2\ v2 13

14 Pg 14 of 35 EXHIBIT B Invoice No. E and Receipt of EFT Payment CHAR2\ v2

15 Pg 15 of 35 INVOICE NO. E Rev1 PAGE NO. 1 UC Synergetic, LLC PO Box Dept. # 116 Charlotte, NC Tel (336) INVOICE DATE WECTEC Contractors, Inc. 8/3/2017 V.C. Summer Units 2 & 3 PIKE JOB NUMBER State Hwy Jenkinsville, SC Project Manager ATTN: Andrew Rhea Bryan Derrick MILESTONE DESCRIPTION EXTENSION TOTAL Project Name: Subcontract No Transmission Switchyard & Offsite Power System (ZBS) UC Synergetic, LLC V.C. Summer Units 2 & 3 Progress Payment 093 Rev 1 Current Progress Invoice Amount $121, Current Change Order Amount $1,098, Original Subtotal $1,220, Credit Memo (Current Change Order Amount: Demobilization Charge) -$285, Payment Received -$274, Bankruptcy Filing -$324, Revised Subtotal $336, Less Retention - 10% $0.00 ***Retainage no longer withheld after contract rejection TOTAL INVOICE $336,290.23

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17 Pg 17 of 35 EXHIBIT C Change Order Request No. 049-B CHAR2\ v2

18 Pg 18 of 35 V.C. SUMMER UNITS 2 & 3 SUBCONTRACT NO TRANSMISSION SWITCHYARD & OFFSITE POWER SYSTEM (ZBS) CHANGE ORDER REQUEST (COR) COR No. 049-B Revision 0 Date Originator Cory Touard Subcontractor UC Synergetic, LLC To the attention of Andrew Rhea III AFFECTED DISCIPLINE Demolition / Salvage Concrete Instrumentation Site work / Civil Special Concrete Insulation Underground Electrical Structural Steel Painting Underground Piping Building Construction Manufacturing & Process Duct Pipeline Aboveground Piping Mechanical Equipment Piling Aboveground Electrical Instrumentation Other REASON FOR CHANGE Explain RFI -- No. Field Work Order -- No. Revised Drawing Or Specification Work Stoppage / Delay Rework Vendor Error -- VPR No. List all relevant document types and numbers Correction Of Interface Problem Schedule Acceleration New Drawing Or Specification Potential Claim Client Request Other (Describe) DESCRIPTION OF CHANGE Change Order Request ( COR ) is a written request from Subcontractor to Company asking for a Change Order. Such CORs shall be submitted within seven days after the occurrence of any event that Subcontractor believes entitles Subcontractor to a Change Order. When submitting a COR, Subcontractor shall include: A. a detailed narrative describing the factual basis of the request including references to the applicable Subcontract Documents or other contractual basis, and B. a narrative describing how Subcontractor has complied with the applicable Notice requirement of the Subcontract, and 1

19 Pg 19 of 35 V.C. SUMMER UNITS 2 & 3 SUBCONTRACT NO TRANSMISSION SWITCHYARD & OFFSITE POWER SYSTEM (ZBS) C. a detailed build-up of the proposed change in the Subcontract Price, if any, including labor (hours and unit rates), Materials and Equipment, Lower Tier Subcontracts, Constructions Works, and markups for overhead and profit together with supporting documentation such as time sheets and v endor invoices, and D. a detailed analysis showing the impact, if any, on the Detailed Subcontract Schedule. This request has cost impact? Yes No CHANGE ORDER REQUEST COST SUMMARY (Attach details as requested above) Total COR Costs $ 36, Total number of manhours associated with this COR : COR represents schedule impact? Yes No If yes, specify number of workdays *Signature: Date: 10/6/2017 *- Signature must be of the Subcontractor's Authorized Representative. 2

20 Pg 20 of 35 EXHIBIT D Change Order Request No. 051B CHAR2\ v2

21 Pg 21 of 35 V.C. SUMMER UNITS 2 & 3 SUBCONTRACT NO TRANSMISSION SWITCHYARD & OFFSITE POWER SYSTEM (ZBS) CHANGE ORDER REQUEST (COR) COR No. 051B Revision 0 Date Originator Cory Touard Subcontractor UC Synergetic, LLC To the attention of Andrew Rhea III AFFECTED DISCIPLINE Demolition / Salvage Concrete Instrumentation Site work / Civil Special Concrete Insulation Underground Electrical Structural Steel Painting Underground Piping Building Construction Manufacturing & Process Duct Pipeline Aboveground Piping Mechanical Equipment Piling Aboveground Electrical Instrumentation Other REASON FOR CHANGE Explain RFI -- No. Field Work Order -- No. Revised Drawing Or Specification Work Stoppage / Delay Rework Vendor Error -- VPR No. List all relevant document types and numbers Correction Of Interface Problem Schedule Acceleration New Drawing Or Specification Potential Claim Client Request Other (Describe) Subcontract , Attachment A DESCRIPTION OF CHANGE Change Order Request ( COR ) is a written request from Subcontractor to Company asking for a Change Order. Such CORs shall be submitted within seven days after the occurrence of any event that Subcontractor believes entitles Subcontractor to a Change Order. When submitting a COR, Subcontractor shall include: A. a detailed narrative describing the factual basis of the request including references to the applicable Subcontract Documents or other contractual basis, and B. a narrative describing how Subcontractor has complied with the applicable Notice requirement of the Subcontract, and 1

22 Pg 22 of 35 V.C. SUMMER UNITS 2 & 3 SUBCONTRACT NO TRANSMISSION SWITCHYARD & OFFSITE POWER SYSTEM (ZBS) C. a detailed build-up of the proposed change in the Subcontract Price, if any, including labor (hours and unit rates), Materials and Equipment, Lower Tier Subcontracts, Constructions Works, and markups for overhead and profit together with supporting documentation such as time sheets and vendor invoi ces, and D. a detailed analysis showing the impact, if any, on the Detailed Subcontract Schedule. 2

23 Pg 23 of 35 V.C. SUMMER UNITS 2 & 3 SUBCONTRACT NO TRANSMISSION SWITCHYARD & OFFSITE POWER SYSTEM (ZBS) This request has cost impact? Yes No CHANGE ORDER REQUEST COST SUMMARY (Attach details as requested above) Total COR Costs $ 118, Total number of manhours associated with this COR : COR represents schedule impact? Yes No If yes, specify number of workdays 88 *Signature: Date: 10/6/2017 *- Signature must be of the Subcontractor's Authorized Representative. 3

24 Pg 24 of 35 EXHIBIT E Change Order Request No. 053 CHAR2\ v2

25 Pg 25 of 35 V.C. SUMMER UNITS 2 & 3 SUBCONTRACT NO TRANSMISSION SWITCHYARD & OFFSITE POWER SYSTEM (ZBS) CHANGE ORDER REQUEST (COR) COR No. 053 Revision 0 Date Originator Cory Touard Subcontractor UC Synergetic, LLC To the attention of Andrew Rhea III AFFECTED DISCIPLINE Demolition / Salvage Concrete Instrumentation Site work / Civil Special Concrete Insulation Underground Electrical Structural Steel Painting Underground Piping Building Construction Manufacturing & Process Duct Pipeline Aboveground Piping Mechanical Equipment Piling Aboveground Electrical Instrumentation Other REASON FOR CHANGE RFI -- No. Field Work Order -- No. Explain Revised Drawing Or Specification Work Stoppage / Delay Rework Vendor Error -- VPR No. List all relevant document types and numbers Correction Of Interface Problem Schedule Acceleration New Drawing Or Specification Potential Claim Client Request Other (Describe) Subcontract No , Attachment A, Section 8.1 DESCRIPTION OF CHANGE Change Order Request ( COR ) is a written request from Subcontractor to Company asking for a Change Order. Such CORs shall be submitted within seven days after the occurrence of any event that Subcontractor believes entitles Subcontractor to a Change Order. When submitting a COR, Subcontractor shall include: A. a detailed narrative describing the factual basis of the request including references to the applicable Subcontract Documents or other contractual basis, and B. a narrative describing how Subcontractor has complied with the applicable Notice requirement of the Subcontract, and 1

26 Pg 26 of 35 V.C. SUMMER UNITS 2 & 3 SUBCONTRACT NO TRANSMISSION SWITCHYARD & OFFSITE POWER SYSTEM (ZBS) C. a detailed build-up of the proposed change in the Subcontract Price, if any, including labor (hours and unit rates), Materials and Equipment, Lower Tier Subcontracts, Constructions Works, and markups for overhead and profit together with supporting documentation such as time sheet s and vendor invoices, and D. a detailed analysis showing the impact, if any, on the Detailed Subcontract Schedule. This request has cost impact? Yes No CHANGE ORDER REQUEST COST SUMMARY (Attach details as requested above) Total COR Costs $ 118, Total number of manhours associated with this COR : COR represents schedule impact? Yes No If yes, specify number of workdays 0 *Signature: Date: 10/6/2017 *- Signature must be of the Subcontractor's Authorized Representative. 2

27 Pg 27 of 35 EXHIBIT F Change Order Request No. 054 CHAR2\ v2

28 Pg 28 of 35 V.C. SUMMER UNITS 2 & 3 SUBCONTRACT NO TRANSMISSION SWITCHYARD & OFFSITE POWER SYSTEM (ZBS) CHANGE ORDER REQUEST (COR) COR No. 054 Revision 0 Date Originator Cory Touard Subcontractor UC Synergetic, LLC To the attention of Andrew Rhea III AFFECTED DISCIPLINE Demolition / Salvage Concrete Instrumentation Site work / Civil Special Concrete Insulation Underground Electrical Structural Steel Painting Underground Piping Building Construction Manufacturing & Process Duct Pipeline Aboveground Piping Mechanical Equipment Piling Aboveground Electrical Instrumentation Other REASON FOR CHANGE RFI -- No. Field Work Order -- No. Explain Revised Drawing Or Specification Work Stoppage / Delay Rework Vendor Error -- VPR No. Correction Of Interface Problem Schedule Acceleration New Drawing Or Specification Potential Claim Client Request Other (Describe) List all relevant document types and numbers Subcontract No DESCRIPTION OF CHANGE Change Order Request ( COR ) is a written request from Subcontractor to Company asking for a Change Order. Such CORs shall be submitted within seven days after the occurrence of any event that Subcontractor believes entitles Subcontractor to a Change Order. When submitting a COR, Subcontractor shall include: A. a detailed narrative describing the factual basis of the request including references to the applicable Subcontract Documents or other contractual basis, and B. a narrative describing how Subcontractor has complied with the applicable Notice requirement of the Subcontract, and 1

29 Pg 29 of 35 V.C. SUMMER UNITS 2 & 3 SUBCONTRACT NO TRANSMISSION SWITCHYARD & OFFSITE POWER SYSTEM (ZBS) C. a detailed build-up of the proposed change in the Subcontract Price, if any, including labor (hours and unit rates), Materials and Equipment, Lower Tier Subcontracts, Constructions Works, and markups for overhead and profit together with supporting documentation such as time sheets and vendor invoices, and D. a detailed analysis showing the impact, if any, on the Detailed Subcontract Schedule. This request has cost impact? Yes No CHANGE ORDER REQUEST COST SUMMARY (Attach details as requested above) Total COR Costs $ 103, Total number of manhours associated with this COR : COR represents schedule impact? Yes No If yes, specify number of workdays 0 *Signature: Date: 10/6/2017 *- Signature must be of the Subcontractor's Authorized Representative. 2

30 Pg 30 of 35 EXHIBIT G Pike Letter to WECTEC and Related Cost Breakdown CHAR2\ v2

31 Pg 31 of 35 March 26, 2018 Mr. Andrew Rhea III WECTEC Contractors, Inc. V.C. Summer Units 2 & State Highway 213 Jenkinsville, SC Subcontract Number Transmission Switchyard and Offsite Power System (ZBS) V. C. Summer Units 2 & 3 LETTER NO. PEI-SCI-398-L Dear Mr. Rhea: Since the cessation of work on V. C. Summer Units 2 & 3 on July 31, 2017 our firm has retained in our care and custody the materials stored in the construction laydown yard located just south of Switchyard No. 2. Stored there are the excess materials from the construction of Switchyard No. 2, the materials for THSS No. 2 not yet installed, and the materials for THSS No. 3. Of particular concern are the four (4) ABB Type PMG 230kV Power Circuit Breakers earmarked for use at THSS No. 2 and No. 3. When originally purchased, it was anticipated that certain preventive maintenance measures would be required until the breakers could be installed and commissioned. These measures included: Temporarily providing 120V power to the control cabinets to operate the cabinet heaters, which prevent condensation and thus the accumulation of moisture that would corrode the cabinets various components. Maintaining positive pressure on the poles of these breakers with a small charge of SF6 gas (5 to 10 lbs.) to prevent the entrance of contaminates. Storing the operating mechanisms for these breakers, which are installed on the breaker once it has been set in place, in a climate-controlled shipping container to prevent the corrosion of its operating components. To verify that these measures are in place and working properly, we have verified the following on at least a weekly basis: Operation of the control cabinet heaters No unusual variation in the SF6 gas pressure of the operating poles Proper operation of the HVAC for the climate-controlled shipping container In the past we have had to regularly reset the GFCI protection on the circuits feeding the control cabinets, less often address various operational issues with the climate-controlled shipping container s HVAC, and on one occasion address the loss of positive pressure on an operating pole, which was removed and returned to ABB for repair. In addition to these ongoing maintenance concerns related to the breakers, we feel that the storage of the approximately 250 tons of steel structural components needs to be addressed. These components were delivered at the end of 2014 with the anticipation that the last of then would be installed by To make the best use of the limited storage space, dunnage was used to stack multiple layers of the steel components. Now that dunnage has deteriorated to a point that the stacks are in danger of collapsing. This presents a hazard to U C S Y N E R G E T I C, L L C N O R T H W H I T E S T R E E T FORT M I L L, S C M A I N FAX

32 Pg 32 of 35 those accessing the yard to maintain the siren in the western corner and could result in damage to the surrounding fence and adjacent distribution power line. Considering what we have been doing and believe needs to be done, we would like input from WECTEC on how to proceed with our responsibilities. Should we continue with the ongoing maintenance and take measures to mitigate the danger associated with the deteriorated dunnage, turn over care and custody of the items in storage to others, or take some other path forward we have yet to consider? We take seriously our responsibility for the care and custody of the items located in the Switchyard No. 2 laydown area and will continue to address them as we feel appropriate until directed otherwise by WECTEC. Thank you in advance for your consideration in this matter. Feel free to address the undersigned with any questions or concerns you might have. We look forward to your response at your earliest convenience. Regards, J. Bryan Derrick Director cc: CHT, RER, Project File P A G E 2

33 Item 22-2 Pg 33 of 35 Care and Custody Charges Classification Rate 10/29/ /5/ /12/ /19/ /26/ /3/ /10/ /17/ /24/ /31/2017 1/7/2018 1/14/2018 1/21/2018 1/28/2018 2/4/2018 2/11/2018 2/18/2018 Construction Manager QA/QC Manager Safety Manager Project Controls Senior Project Manager Project Manager Truck, Pickup (4x2), Crew Truck, Pickup -BD Truck, Pickup -RL 20 ft Connex Mobile Mini Controlled Climate Connex 20 ft Parts Trailer Unit 2 20 ft Parts Trailer Unit 3 75 kva Dry Type Transformer, 480V-240V

34 Classification Construction Manager QA/QC Manager Safety Manager Project Controls Senior Project Manager Project Manager Truck, Pickup (4x2), Crew Truck, Pickup -BD Truck, Pickup -RL 20 ft Connex Mobile Mini Controlled Climate Connex 20 ft Parts Trailer Unit 2 20 ft Parts Trailer Unit 3 75 kva Dry Type Transformer, 480V-240V Rate mew Doc 3806 Filed 08/30/18 Entered 08/30/18 15:51:25 Main Document Item 22-2 Pg 34 of 35 Care and Custody Charges Week Ending 2/25/2018 3/4/2018 3/11/2018 3/18/2018 3/25/2018 4/1/2018 4/8/2018 4/15/2018 4/22/2018 4/29/2018 5/6/2018 5/13/2018 5/20/2018 5/27/2018 6/3/2018 6/10/2018 6/17/2018

35 Classification Construction Manager QA/QC Manager Safety Manager Project Controls Senior Project Manager Project Manager Truck, Pickup (4x2), Crew Truck, Pickup -BD Truck, Pickup -RL 20 ft Connex Mobile Mini Controlled Climate Connex 20 ft Parts Trailer Unit 2 20 ft Parts Trailer Unit 3 75 kva Dry Type Transformer, 480V-240V Rate mew Doc 3806 Filed 08/30/18 Entered 08/30/18 15:51:25 Main Document Item 22-2 Pg 35 of 35 Care and Custody Charges Hours Extension 6/24/2018 7/1/2018 7/8/2018 7/15/2018 7/22/2018 7/29/2018 8/5/2018 8/12/2018 8/19/2018 8/26/2018 8/31/2018 Total Total $108,458.55