Common use of Common Facilities Services Clause in Contracts

Common Facilities Services. (a) The Westlake Parties hereby grant Owner full and free access to and use of the Common Facilities in accordance with the Westlake Parties’ policies, procedures and requirements and at all times in accordance with the terms of this Agreement, as necessary or appropriate for Owner to operate the Ethylene Assets; provided that such access shall not materially and unreasonably interfere with the operations of the Westlake Facilities; and (b) The Westlake Parties shall have the responsibility for maintaining the Common Facilities for use by the Westlake Facilities and the Ethylene Assets, including, but not limited to, the following services and those listed on Schedule 3: (i) issuing and enforcing health, safety and environmental policies, procedures and requirements and other activities relating to the Common Facilities, and training employees of the Westlake Parties, Owner, their Affiliates or their subcontractors with respect thereto; (ii) training all employees of the Westlake Parties and their Affiliates employed in connection with the operation and maintenance of the Common Facilities; (iii) performing safety reviews associated with the Common Facilities in accordance with the applicable policies, procedures and requirements; (iv) taking such actions as they deem necessary to keep the Common Facilities in sound operating condition, including overseeing site administration and preparing and maintaining daily operating logs and records regarding the operation and maintenance of the Common Facilities in accordance with the policies, procedures and requirements of this Agreement; (v) providing such information for technical evaluation of the Common Facilities as may be reasonably requested by Owner subject to the terms and conditions of this Agreement at Owner’s sole cost and expense; (vi) carrying out such periodic performance tests of the Common Facilities as they deem necessary to operate the Common Facilities in accordance with this Agreement and recommending to Owner any remedial action that the Westlake Parties consider necessary or prudent to correct any operational deficiencies revealed by analysis of the test results or otherwise discovered during operation of the Common Facilities, and, at Owner’s sole cost and expense, carrying out such additional tests as Owner may reasonably request (provided that such additional tests do not materially and unreasonably interfere with the operation by the Westlake Parties of the Westlake Facilities); (vii) providing such engineering services as they deem necessary for the operation and maintenance of the Common Facilities in accordance with this Agreement; (viii) managing, organizing and supervising any contracted and subcontracted maintenance, repair and testing services used to carry out scheduled inspections, periodic overhauls, scheduled and unscheduled maintenance, and any major breakdown repairs of the Common Facilities; (ix) advising Owner by telephone (with confirmation in writing) as soon as practicable of the occurrence of any event or the reasonable probability of occurrence of any event (including a Force Majeure Event) that could have a material adverse effect or has had a material adverse effect on the operation and maintenance of the Common Facilities; (x) maintaining accounting records regarding the Common Facilities Services in accordance with this Agreement; (xi) promptly notifying Owner of all material defects in the Common Facilities; and (xii) procuring of all goods and services they deem necessary to maintain the Common Facilities; and storing all items so procured in accordance with the same practices and procedures used by the Westlake Parties in connection with the storage of similar items for the Westlake Facilities. (c) Owner hereby engages the Westlake Parties to provide the services described in this Section 2.2(c), including all necessary or desirable services in connection therewith, for the benefit of the Westlake Facilities and the Ethylene Assets: (i) maintaining or causing to be maintained all roads, easements, yards, parking areas, walkways, environmental compliance equipment and utilities located on or at the Common Facilities or necessary for access to or for the operation and maintenance of the Ethylene Assets and the Common Facilities; (ii) maintaining or causing to be maintained fire protection, health equipment and safety equipment required in connection with the operation and maintenance of the Ethylene Assets and the Common Facilities; (iii) providing or causing to be provided reasonably adequate security, firefighting, wastewater treatment and emergency response services (including fire brigade, rescue and hazmat teams) for the Ethylene Assets and the Common Facilities in accordance with standards established by Applicable Law and not less than the quality being used in the operation of the Common Facilities and the Ethylene Assets as of the date of this Agreement, and as otherwise mutually agreed upon by the Parties; (iv) providing or causing to be provided transportation, loading and unloading services (including tank car and barge facilities and repair services) for use in the movement of such raw materials, process chemicals and other supplies and fuels as required in connection with the operation of the Ethylene Assets and the Common Facilities; (v) providing accounting and human resources services, marketing services and purchasing of such chemicals and supplies as required in connection with the operation of the Ethylene Assets and the Common Facilities; (vi) providing information technology, telephone, office support and other technology and support services for the Ethylene Assets and the Common Facilities; (vii) providing water control management services, quality control and laboratory services required for the Ethylene Assets and the Common Facilities; (viii) providing cooling tower services and waste treatment in connection with the operation of the Ethylene Assets and the Common Facilities; and (ix) providing housekeeping services for the Ethylene Assets and the Common Facilities, including HVAC, janitorial services, weed control, and trash pickup, (subsections (a), (b) and (c), collectively, the “Common Facilities Services”).

Common Facilities Services. (a) The Westlake Parties Big West hereby grant grants Owner full and free access to and use of the Common Facilities in accordance with the Westlake Parties’ Big West’s policies, procedures and requirements and at all times in accordance with the terms of this Agreement, as necessary or appropriate for Owner to operate the Ethylene AssetsRefinery; provided that such access shall not materially and unreasonably interfere with the operations of the Westlake Facilities; and (b) The Westlake Parties Big West Refinery. Big West shall have the responsibility for maintaining the Common Facilities for use by the Westlake Facilities Big West Refinery and the Ethylene AssetsRefinery, including, but not limited to, including the following services and those listed on Schedule 3:3 (collectively, the “Common Facilities Services”): (ia) issuing and enforcing health, safety and environmental policies, procedures and requirements and other activities relating to the Common Facilities, and training employees of the Westlake PartiesBig West, Owner, their Affiliates or their subcontractors with respect thereto; (iib) training all employees of the Westlake Parties Big West and their its Affiliates employed in connection with the operation and maintenance of the Common Facilities; (iiic) performing safety reviews associated with the Common Facilities in accordance with the applicable policies, procedures and requirements; (ivd) taking such all commercially reasonable actions as they deem necessary to keep the Common Facilities in sound operating condition, including overseeing site administration condition and preparing and maintaining daily operating logs and records regarding the operation and maintenance of the Common Facilities in accordance with the policies, procedures and requirements of this Agreement; (ve) providing such information for technical evaluation of the Common Facilities as may be reasonably requested by Owner subject to the terms and conditions of this Agreement at Owner’s sole cost and expense; (vif) carrying out such periodic performance tests of the Common Facilities as they deem necessary reasonably required to operate the Common Facilities in accordance with this Agreement and recommending to Owner any remedial action that the Westlake Parties consider Big West considers necessary or prudent to correct any operational deficiencies revealed by analysis of the test results or otherwise discovered during operation of the Common Facilities, and, at Owner’s sole cost and expense, carrying out such additional tests as Owner may reasonably request (provided that such additional tests do not materially and unreasonably interfere with the Big West’s operation by the Westlake Parties of the Westlake FacilitiesBig West Refinery); (vii) providing such engineering services as they deem necessary for the operation and maintenance of the Common Facilities in accordance with this Agreement; (viiig) managing, organizing and supervising any contracted and subcontracted maintenance, repair and testing services used to carry out scheduled inspections, periodic overhauls, scheduled and unscheduled maintenance, and any major breakdown repairs of the Common Facilities; (ixh) advising Owner by telephone (with confirmation in writing) as soon as practicable of the occurrence of any event or the reasonable probability of occurrence of any event (including a Force Majeure Event) that could have a material adverse effect or has had a material adverse effect on the operation and maintenance of the Common Facilities; (xi) maintaining accounting records regarding the Common Facilities Services in accordance with this Agreement; (xij) promptly notifying Owner of all material defects in the Common Facilities; and (xiik) procuring of all goods and services they deem necessary to maintain the Common Facilities; using all commercially reasonable efforts to obtain all items and services required for operation and maintenance of the Common Facilities (including spare parts) at a price and cost which are reasonable with regard to the functional life of service, taking into account quality and safety; and storing all items so procured in accordance with the same practices and procedures used by the Westlake Parties Big West in connection with the storage of similar items for the Westlake FacilitiesBig West Refinery. (c) Owner hereby engages the Westlake Parties to provide the services described in this Section 2.2(c), including all necessary or desirable services in connection therewith, for the benefit of the Westlake Facilities and the Ethylene Assets: (i) maintaining or causing to be maintained all roads, easements, yards, parking areas, walkways, environmental compliance equipment and utilities located on or at the Common Facilities or necessary for access to or for the operation and maintenance of the Ethylene Assets and the Common Facilities; (ii) maintaining or causing to be maintained fire protection, health equipment and safety equipment required in connection with the operation and maintenance of the Ethylene Assets and the Common Facilities; (iii) providing or causing to be provided reasonably adequate security, firefighting, wastewater treatment and emergency response services (including fire brigade, rescue and hazmat teams) for the Ethylene Assets and the Common Facilities in accordance with standards established by Applicable Law and not less than the quality being used in the operation of the Common Facilities and the Ethylene Assets as of the date of this Agreement, and as otherwise mutually agreed upon by the Parties; (iv) providing or causing to be provided transportation, loading and unloading services (including tank car and barge facilities and repair services) for use in the movement of such raw materials, process chemicals and other supplies and fuels as required in connection with the operation of the Ethylene Assets and the Common Facilities; (v) providing accounting and human resources services, marketing services and purchasing of such chemicals and supplies as required in connection with the operation of the Ethylene Assets and the Common Facilities; (vi) providing information technology, telephone, office support and other technology and support services for the Ethylene Assets and the Common Facilities; (vii) providing water control management services, quality control and laboratory services required for the Ethylene Assets and the Common Facilities; (viii) providing cooling tower services and waste treatment in connection with the operation of the Ethylene Assets and the Common Facilities; and (ix) providing housekeeping services for the Ethylene Assets and the Common Facilities, including HVAC, janitorial services, weed control, and trash pickup, (subsections (a), (b) and (c), collectively, the “Common Facilities Services”).