1. INTERPRETATION
1.1 Defined Terms
1.2 Section References
1.3 Schedules
1.4 Order of Precedence
1.5 Entire Agreement
1.6 Currency
1.7 Liquidated Damages
1.8 No Agency, Joint Venture, Partnership, Lease or Loan
1.9 Contractor's Knowledge
1.10 Restated Schedules
2. DESIGN, BUILD, FINANCE, OPERATE AND MAINTAIN
2.1 Project Financing
2.2 Design and Build
2.3 Operation and Maintenance
2.4 Handback
2.5 Assumption of Risk
3. FINANCING
3.1 Project Financing
3.2 Direct Lender Agreement
3.3 Condition Precedent
3.4 Financing Letter of Credit
3.5 Release of Letter of Credit
3.6 Presentation of Financing Letter of Credit
3.7 Repayment of Proceeds
4. CONCERNING THE LANDS
4.1 Access
4.2 Status of Lands
4.3 Commencement and Duration
4.4 No Access Fee
4.5 Utility, Railway and Drainage Agreements
4.6 Condition of the Lands
4.7 Permitted Use
4.8 No Encumbrances On Lands
4.9 Liens
4.10 Ownership of Improvements
4.11 Uninterrupted Access
4.12 Payment of Costs and Taxes
4.13 Access Rights to Cease
4.14 Hold Harmless
5. DESIGN AND BUILD OF THE NEW INFRASTRUCTURE
5.1 Contractor's Obligations
5.2 Project Requirements
5.3 Contractor's Responsibility to Carry Out Project Requirements
5.4 Request for Clarification
5.5 Contractor's Designs, Plans and Schedule
5.6 Contractor Solely Responsible for Project
5.7 Contractor Solely Responsible for Costs
5.8 Construction Within the Lands
5.9 Detailed Designs
5.10 Stop Work Order
5.11 Construction Delays
5.12 Independent Safety Auditor
5.13 Anticipated Traffic Availability
5.14 Certification of Traffic Availability
5.15 Province May Prevent Road Opening
5.16 Construction Completion
5.17 Construction Completion Holdback
5.18 Service Roads
5.19 Coordination with Completion of Existing Infrastructure
6. OPERATION AND MAINTENANCE
6.1 Commencement of O&M
6.2 O&M Requirements
6.3 Compliance with Applicable Laws
6.4 Road Closure Fees
6.5 Contractor Solely Responsible for O&M Costs
6.6 Condition of Existing Infrastructure
7. MODIFICATIONS AND CHANGE ORDERS
7.1 Modification of Project Requirements
7.2 Modification of O&M Requirements
7.3 Other Work by Province
7.4 Expansion by Province
7.5 Determination of Costs
8. HANDBACK UPON EXPIRY
8.1 Handback Requirements
8.2 Handback Inspections
8.3 Procedure Following Inspections
8.4 Holdbacks
8.5 Substitution of Letter of Credit
8.6 Disagreements
9. PAYMENT
9.1 Progress Payment and Federal Funding
9.2 Payment Mechanism
9.3 Payment Procedure
9.4 Adjustment of the Payment Schedule
9.5 Early Completion
9.6 Late Completion
9.7 No GST
9.8 Set-off
9.9 Interest on Overdue Payments
9.10 Winter Relief
10. INDEXING AND PAYMENT ADJUSTMENTS
10.1 Indexing of O&M Payment
10.2 Payment Adjustments
10.3 Notification of Payment Adjustments
10.4 Replacement of Subcontractor
11. INSURANCE, DAMAGE AND DESTRUCTION
11.1 Insurance Requirements
11.2 Other Requirements
11.3 Waiver of Recourse
11.4 Evidence of Insurance
11.5 Province May Insure
11.6 Review and Benchmarking of Insurance
11.7 Repair of Damage - Construction Period
11.8 Repair of Damage - Operating Period
12. FORCE MAJEURE
12.1 Force Majeure During Construction Period
12.2 Force Majeure During Operating Period
12.3 Procedure on Force Majeure Event
13. RELIEF EVENTS
13.1 Definitions
13.2 Relief Event Defined
13.3 Relief Event During Construction Period
13.4 Relief Event During Operating Period
13.5 Procedure on Relief Event
14. CONTRACTOR'S REPRESENTATIONS AND OBLIGATIONS
14.1 Contractor's Representations
14.2 Reporting Requirements
14.3 Records
14.4 Access, Inspection and Testing
14.5 Safety
14.6 Contractor's Other Obligations
14.7 Conflict of Interest
15. PROVINCE'S REPRESENTATIONS AND OBLIGATIONS
15.1 Province's Representations
15.2 Province's General Obligation
15.3 Contractor's Reliance on Information
15.4 Assistance with Permits and Utility Agreements
16. DEFAULT, REMEDIES AND TERMINATION EVENTS
16.1 Contractor's Indemnity
16.2 Province's Indemnity
16.3 Calculation of and Limitation on Claims
16.4 Exclusivity of Specified Remedies
16.5 Exclusivity of Termination Provisions
16.6 Province's Step-in Rights
16.7 Termination Event Defined Terms
16.8 Termination Events
17. TERMINATION
17.1 Direct Lender Agreement
17.2 Termination by Province
17.3 Termination by Contractor
17.4 Termination Upon Force Majeure
17.5 Consequences of Termination
17.6 Survival of Obligations
18. TERMINATION PAYMENTS
18.1 Termination Payments Defined Terms
18.2 Construction Period Termination
18.3 Termination While Province Holds Financing Letter of Credit
18.4 Operating Period Termination
18.5 Payment Based on Sale of Contractual Rights
18.6 Payment of Fair Market Value
18.7 Force Majeure Termination - Construction Period
18.8 Force Majeure Termination - Operating Period
18.9 Termination for Convenience or Payment Default
18.10 Set-off Against Termination Payments
18.11 Negative Amounts
18.12 Rescue Financing
19. COMMUNICATIONS
19.1 Notices
19.2 Authority to Give Notices
19.3 Public Announcements
19.4 Confidential Information
19.5 Disclosure of Confidential Information
19.6 Public Disclosure of Agreement
19.7 Naming Rights
20. CONTRACT ADMINISTRATION
20.1 Contract Administration Representatives
20.2 Mutual Cooperation
21. DISPUTE RESOLUTION
21.1 Dispute Resolution Procedure
21.2 Exception
21.3 Termination and Dispute Resolution Procedure
21.4 No Court Proceedings
21.5 Payments Where Amount in Dispute
22. GENERAL PROVISIONS
22.1 Assignment by Contractor
22.2 Subcontracting by Contractor
22.3 Change in Ownership
22.4 Assignment by Province
22.5 Intellectual Property
22.6 Applicable Law and Jurisdiction
22.7 Amendment and Waiver
22.8 Additional Assurances
22.9 Counterparts