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Contract analysis / form-notice-to-proceed.docx
form-notice-to-proceed.docx
High · 2
Medium · 3
Standard · 3
Section 1. Reference to EPC Agreement
Standard
⚑ Commercial term
Section 1. Reference to EPC Agreement 1.1 This Notice to Proceed (this "Notice") is issued pursuant to and in accordance with that certain Engineering, Procurement, and Construction Agreement, dated as of October 20, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "EPC Agreement"), entered into by and between Stonebridge Campus Holdings LLC, a Virginia limited liability company,
Section 2. Issuance of Notice to Proceed
Standard
⚑ Commercial term
Section 2. Issuance of Notice to Proceed 2.1 Pursuant to Article 5 of the EPC Agreement, Owner hereby issues this Notice to Proceed to Contractor, authorizing Contractor to commence and prosecute the Work in accordance with the EPC Agreement, including all exhibits, schedules, and attachments thereto. 2.2 The Notice to Proceed Date (the "NTP Date") is hereby established as November 1, 2025. 2.3 As of the NTP Date, Co
Section 3. Construction Period and Key Milestone Dates
Section 3. Construction Period and Key Milestone Dates 3.1 Construction Duration. The overall construction period for the Project is twenty-four (24) months from the NTP Date through Substantial Completion of the final building (Building D), as established in the EPC Agreement and Exhibit C thereto. 3.2 Key Milestone Dates. The following key milestone dates are established as of the NTP Date, subject in all respects
Section 4. Guaranteed Maximum Price Confirmation
Standard
⚑ Commercial term
Section 4. Guaranteed Maximum Price Confirmation 4.1 Owner confirms that, as of the NTP Date, the Guaranteed Maximum Price for the Work is Four Hundred Twelve Million Dollars ($412,000,000), as established in Article 7 of the EPC Agreement and more fully detailed in Exhibit B thereto. 4.2 The GMP is allocated among the four data center buildings and associated campus infrastructure as follows: 4.3 The per-building GM
Section 5. Liquidated Damages Reminder
High
⚑ Penalty / liquidated damages
Section 5. Liquidated Damages Reminder 5.1 Contractor is reminded that the EPC Agreement contains liquidated damages provisions applicable to Contractor's failure to achieve Substantial Completion of any building by the applicable milestone date, as set forth in Article 11 of the EPC Agreement. 5.2 The liquidated damages rate for delay in achieving Substantial Completion is One Hundred Twenty-Five Thousand Dollars ($
Section 6. Insurance and Bond Confirmation
Medium
⚑ Notice / time limit to track
Section 6. Insurance and Bond Confirmation 6.1 Prior to or concurrently with the commencement of the Work on the NTP Date, Contractor shall provide (or shall have provided) to Owner evidence satisfactory to Owner and to Summit National Bank, N.A., as Administrative Agent under the Construction Loan Agreement dated as of October 28, 2025 (the "Construction Loan Agreement"), of the following insurance coverage and sure
Section 7. Project Site Access
Section 7. Project Site Access 7.1 Owner hereby confirms that the Project Site, comprising the following parcels, is available for Contractor's access, ingress, and egress as of the NTP Date: (a) Stonebridge Parcel: Approximately 62.0 acres, identified on the Loudoun County land records as Tax Map Reference No. /95-4A-1///, located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, unincorporate
Section 8. Owner's Representative and Project Contacts
Section 8. Owner's Representative and Project Contacts 8.1 Owner's Representative. For purposes of day-to-day project administration, communication, and oversight of the Work, Owner has designated Kestrel Infrastructure Advisors, LLC as Owner's Representative under the EPC Agreement. The primary point of contact for Owner's Representative is: Diane Prescott, Engagement Lead Kestrel Infrastructure Advisors, LLC 1750 T
Section 9. Permits and Approvals
Medium
⚑ Forum / governing law
Section 9. Permits and Approvals 9.1 Owner represents that the Loudoun County Board of Supervisors has approved (or is anticipated to approve in October 2025) the zoning modification application for the Project under Docket No. ZMOD-2025-0038 (the "ZMOD Approval"), which ZMOD Approval authorizes the development and construction of the data center campus on the Project Site in accordance with the approved development
Section 10. Conditions and Reservations
High
⚑ Penalty / liquidated damages
Section 10. Conditions and Reservations 10.1 The issuance of this Notice to Proceed does not waive, modify, amend, or supplement any term, condition, covenant, representation, warranty, or obligation set forth in the EPC Agreement or in any exhibit, schedule, or attachment thereto. This Notice is issued subject to and in accordance with the EPC Agreement, and all rights, remedies, obligations, and conditions of the p
Section 11. Acknowledgment and Confirmation by Contractor
Medium
⚑ Liability cap to check against exposure
Section 11. Acknowledgment and Confirmation by Contractor 11.1 Contractor is hereby requested to countersign this Notice to Proceed in the space provided below to acknowledge receipt of this Notice and to confirm Contractor's readiness to commence the Work as of the NTP Date in accordance with the EPC Agreement. 11.2 By executing this Notice in the space provided below, Contractor represents and confirms to Owner tha