Common use of Additional Works and Third Party Works Clause in Contracts

Additional Works and Third Party Works. (a) Project Co shall, having regard to Project Co’s obligations set out in Section 17, arrange and carry out all coordination of the Works with the Third Party Works directly with the applicable Third Party Contractor. (b) Contracting Authority may, in its sole discretion, carry out Additional Works. (c) Contracting Authority may assign the responsibility for directing methods and manner of construction (where applicable) of the Additional Works, the coordination and scheduling of the Additional Works and the safety training in respect of the Additional Works to Project Co. For clarity, Contracting Authority may, in its sole discretion, assign such responsibilities to Project Co. (d) In connection with the Additional Works taking place prior to the Substantial Completion Date, or thereafter where Project Co is designated as the “constructor”, Contracting Authority shall, (i) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site, methods and manner of construction (where applicable), and coordination and scheduling of the Additional Works with the Works; (ii) enter into separate contracts with Additional Contractors, (A) under conditions of contract which are compatible with the conditions of this Project Agreement; (B) that require Additional Contractors to comply with Section 11.14(e) and all directions of Project Co in respect of any matter regarding health and safety on the Site, and methods and manner of construction (where applicable); and (C) that require Additional Contractors to comply with Project Co’s coordination and scheduling of the Additional Works; and (iii) ensure that insurance coverage is provided by each Additional Contractor as would be required by a prudent owner similarly situated and coordinate such insurance with the insurance coverage of Project Co and in any event, such insurance shall provide for liability insurance of not less than $[REDACTED]. (e) In connection with the Additional Works, if Contracting Authority has assigned responsibilities to Project Co pursuant to this Section 11.14, Project Co shall, (i) provide for the methods and manner of construction (where applicable) of the Additional Works and the coordination and scheduling of the Additional Works with the Works to be performed under this Project Agreement; (ii) assume overall responsibility for compliance with all aspects of, (A) Applicable Law relating to health and safety at the Site, including all the responsibilities of the “constructor” under the Occupational Health and Safety Act (Ontario); and (B) the Traffic and Transit Management Plan and all rules, requirements and restrictions relating to access, rail safety and operations and track protection, and road safety and operations, as set out in the Project Agreement, including, for clarity, Schedule 15 – Output Specifications, prior to the Substantial Completion Date and, exercised in a manner consistent with the Occupational Health and Safety Act (Ontario), at any time that Project Co is acting as a “constructor” on the Site following the Substantial Completion Date; (iii) provide Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works, as applicable; (iv) participate with Contracting Authority and Additional Contractors in reviewing the construction schedules of Additional Contractors, when directed to do so by Contracting Authority; and (v) if part of the Works is affected by or depends upon, for its proper execution, the Additional Works, promptly report to Contracting Authority in writing and prior to proceeding with that part of the Works any readily apparent deficiencies in the Additional Works. Failure by Project Co to so report shall invalidate any claims against Contracting Authority by reason of such readily apparent deficiencies. (f) In the case of Additional Works carried out prior to Substantial Completion, if: (i) any Additional Contractors cause any damage to the Works; (ii) Project Co incurs any additional costs or there is any delay in the Works as a result of any Additional Contractors not complying with the coordination, scheduling and safety instructions of Project Co; or (iii) subject to the performance by Project Co of its obligations under this Section 11.14, if Project Co incurs any additional costs or there is any delay in the Works as a result of any such Additional Works (other than Additional Work that is required to meet the Output Specifications and provided such Additional Work is performed by such Additional Contractors in accordance with Good Industry Practice and in accordance with the terms of their respective contracts or engagements with Contracting Authority), then any such delay in the Works or additional costs in respect of the Works shall, subject to and in accordance with Section 32 be treated as a Delay Event and, subject to and in accordance with Section 33, be treated as a Compensation Event. (g) Claims, disputes, and other matters in question between Project Co and Additional Contractors shall be dealt with in substantially the same manner as contemplated in Schedule 27 – Dispute Resolution Procedure provided that the Additional Contractors and Contracting Authority have made commercially reasonable efforts to ensure that provisions similar to Schedule 27 – Dispute Resolution Procedure have been included in the contracts between Contracting Authority and the Additional Contractors. Project Co shall be deemed to have consented to arbitration of any dispute with any Additional Contractor whose contract with Contracting Authority contains a similar agreement to arbitrate. (h) In connection with the Additional Works, Project Co may request a Variation as follows: (i) Project Co shall have a period of 10 Business Days following Notice from Contracting Authority of Contracting Authority’s intention to carry out such Additional Works, including a reasonable description of such Additional Works, to request a Variation if such Additional Works are, (A) reasonably expected to make void a warranty made in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice; or (B) reasonably expected to have a material negative consequence on Project Co’s ability to perform any of the Works; (ii) If Project Co has made a request for a Variation in accordance with Section 11.14(h)(i), Contracting Authority shall, within 10 Business Days after such request, either issue a Variation Enquiry or give Notice to Project Co that it does not agree that a Variation is required; (iii) Either Party may refer the question of whether a Variation is required as the result of a warranty risk or risk in the performance of the Works for resolution in accordance with Schedule 27 – Dispute Resolution Procedure; and (iv) If Contracting Authority has, under Section 11.14(h)(ii), given Notice to Project Co that it does not agree that a Variation is required, Contracting Authority shall, within 10 Business Days after a subsequent agreement or of a determination that a Variation is required, issue a Variation Enquiry and the relevant provisions of Schedule 22 – Variation Procedure shall apply except that: (A) Contracting Authority shall not be entitled to withdraw any such Variation Enquiry unless Contracting Authority determines not to proceed with the Additional Works or to proceed only in a manner that the Additional Works will not result in a warranty becoming void or will not result in any material negative consequence on Project Co’s ability to perform any of the Works and Project Co has agreed with such conclusion, or the Parties otherwise agree; and (B) the Parties shall, without prejudice to their respective general obligations to comply with the terms of this Project Agreement, use commercially reasonable efforts to mitigate the adverse effects with respect to any void or voidable warranty and take commercially reasonable steps to minimize any increase in costs arising from any void warranty. (i) Placing, installing, applying or connecting the Additional Works performed by Additional Contractors on and to the Works performed by Project Co shall not relieve Project Co from its obligations under the Project Agreement with respect to the Works, except to the extent expressly described in any Variation Confirmation.

Additional Works and Third Party Works. (a) Project Co shall, having regard to Project Co’s obligations set out in Section 17, arrange and carry out all coordination of the Works with the Third Party Works directly with the applicable Third Party Contractor. (b) Contracting Authority may, in its sole discretion, carry out Additional Works. (c) Contracting Authority may assign the responsibility for directing methods and manner of construction (where applicable) of the Additional Works, the coordination and scheduling of the Additional Works and the safety training in respect of the Additional Works to Project Co. For clarity, Contracting Authority may, in its sole discretion, assign such responsibilities to Project Co. (d) In connection with the Additional Works taking place prior to the Substantial Completion Date, or thereafter where Project Co is designated as the “constructor”Works, Contracting Authority shall, (i) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site, methods and manner of construction (where applicable), and coordination and scheduling of the Additional Works with the Works; (ii) enter into separate contracts with Additional Contractors, (A) under conditions of contract which are compatible with the conditions of this Project Agreement; (B) that require Additional Contractors to comply with Section 11.14(e11.12(e) and all directions of Project Co in respect of any matter regarding health and safety on the Site, and methods and manner of construction (where applicable); and (C) that require Additional Contractors to comply with Project Co’s coordination and scheduling of the Additional Works; and (iii) ensure that insurance coverage is provided by each Additional Contractor as would be required by a prudent owner similarly situated and coordinate such insurance with the insurance coverage of Project Co and in any event, such insurance shall provide for liability insurance of not less than $[REDACTED]. (e) In connection with the Additional Works, if Contracting Authority has assigned responsibilities to Project Co pursuant to this Section 11.1411.12, Project Co shall, (i) provide for the methods and manner of construction (where applicable) of the Additional Works and the coordination and scheduling of the Additional Works with the Works to be performed under this Project Agreement; (ii) assume overall responsibility for compliance with all aspects of, (A) Applicable Law relating to health and safety at the Site, including all the responsibilities of the “constructor” under the Occupational Health and Safety Act (Ontario); and (B) the Traffic and Transit Access Management Plan and all rules, requirements and restrictions relating to access, rail safety and operations and track protection, and road safety and operations, all as set out in the Project Agreement, including, for clarity, Schedule 15 – Output Specifications, prior to the Substantial Completion Date and, exercised in a manner consistent with the Occupational Health and Safety Act (Ontario), at any time that Project Co is acting as a “constructor” on the Site following the Substantial Completion DateCompletion; (iii) provide Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works, as applicable; (iv) participate with Contracting Authority and Additional Contractors in reviewing the construction schedules of Additional Contractors, when directed to do so by Contracting Authority; and (v) if part of the Works is affected by or depends upon, for its proper execution, the Additional Works, promptly report to Contracting Authority in writing and prior to proceeding with that part of the Works any readily apparent deficiencies in the Additional Works. Failure by Project Co to so report shall invalidate any claims against Contracting Authority by reason of such readily apparent deficiencies. (f) In the case of Additional Works carried out prior to Substantial Completion, if: (i) any Additional Contractors cause any damage to the Works; (ii) Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any Additional Contractors not complying with the coordination, scheduling and safety instructions of Project Co; or (iii) subject to the performance by Project Co of its obligations under this Section 11.1411.12, if Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any such Additional Works (other than Additional Work that is required to meet the Output Specifications and provided such Additional Work is performed by such Additional Contractors in accordance with Good Industry Practice and in accordance with the terms of their respective contracts or engagements with Contracting Authority), then any such delay in the Works Schedule or additional costs in respect of the Works shall, subject to and in accordance with Section 32 31 be treated as a Delay Event and, subject to and in accordance with Section 3332, be treated as a Compensation Event. (g) Claims, disputes, and other matters in question between Project Co and Additional Contractors shall be dealt with in substantially the same manner as contemplated in Schedule 27 – Dispute Resolution Procedure provided that the Additional Contractors and Contracting Authority have made commercially reasonable efforts to ensure that provisions similar to Schedule 27 – Dispute Resolution Procedure have been included in the contracts between Contracting Authority and the Additional Contractors. Project Co shall be deemed to have consented to arbitration of any dispute with any Additional Contractor whose contract with Contracting Authority contains a similar agreement to arbitrate. (h) In connection with the Additional Works, Project Co may request a Variation as follows: (i) Project Co shall have a period of 10 Business Days following Notice from Contracting Authority of Contracting Authority’s intention to carry out such Additional Works, including a reasonable description of such Additional Works, to request a Variation if such Additional Works are, (A) reasonably expected to make void a warranty made in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice; or (B) reasonably expected to have a material negative consequence on Project Co’s ability to perform any of the Works; (ii) If Project Co has made a request for a Variation in accordance with Section 11.14(h)(i11.12(h)(i), Contracting Authority shall, within 10 Business Days after such request, either issue a Variation Enquiry or give Notice to Project Co that it does not agree that a Variation is required; (iii) Either Party may refer the question of whether a Variation is required as the result of a warranty risk or risk in the performance of the Works for resolution in accordance with Schedule 27 – Dispute Resolution Procedure; and (iv) If Contracting Authority has, under Section 11.14(h)(ii11.12(h)(ii), given Notice to Project Co that it does not agree that a Variation is required, Contracting Authority shall, within 10 Business Days after a subsequent agreement or of a determination that a Variation is required, issue a Variation Enquiry and the relevant provisions of Schedule 22 – Variation Procedure shall apply except that: (A) Contracting Authority shall not be entitled to withdraw any such Variation Enquiry unless Contracting Authority determines not to proceed with the Additional Works or to proceed only in a manner that the Additional Works will not result in a warranty becoming void or will not result in any material negative consequence on Project Co’s ability to perform any of the Works and Project Co has agreed with such conclusion, or the Parties otherwise agree; and (B) the Parties shall, without prejudice to their respective general obligations to comply with the terms of this Project Agreement, use commercially reasonable efforts to mitigate the adverse effects with respect to any void or voidable warranty and take commercially reasonable steps to minimize any increase in costs arising from any void warranty. (i) Placing, installing, applying or connecting the Additional Works performed by Additional Contractors on and to the Works performed by Project Co shall not relieve Project Co from its obligations under the Project Agreement with respect to the Works, except to the extent expressly described in any Variation Confirmation.

Additional Works and Third Party Works. (a) Project Co shall, having regard to Project Co’s obligations set out in Section 17, arrange and carry out all coordination of the Works with the Third Party Works directly with the applicable Third Party Contractor. (b) Contracting Authority may, in its sole discretion, carry out Additional Works. (c) Contracting Authority may assign the responsibility for directing methods and manner of construction (where applicable) of the Additional Works, the coordination and scheduling of the Additional Works and the safety training in respect of the Additional Works to Project Co. For clarity, Contracting Authority may, in its sole discretion, assign such responsibilities to Project Co. (d) In connection with the Additional Works taking place prior to the Substantial Completion Date, or thereafter where Project Co is designated as the “constructor”Works, Contracting Authority shall, (i) , cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site, methods and manner of construction (where applicable), and coordination and scheduling of the Additional Works with the Works; (ii) ; enter into separate contracts with Additional Contractors, (A) under conditions of contract which are compatible with the conditions of this Project Agreement; (B) that require Additional Contractors to comply with Section 11.14(e11.12(e) and all directions of Project Co in respect of any matter regarding health and safety on the Site, and methods and manner of construction (where applicable); and (C) that require Additional Contractors to comply with Project Co’s coordination and scheduling of the Additional Works; and (iii) and ensure that insurance coverage is provided by each Additional Contractor as would be required by a prudent owner similarly situated and coordinate such insurance with the insurance coverage of Project Co and in any event, such insurance shall provide for liability insurance of not less than $[REDACTED]. (e) In connection with the Additional Works, if Contracting Authority has assigned responsibilities to Project Co pursuant to this Section 11.1411.12, Project Co shall, (i) , provide for the methods and manner of construction (where applicable) of the Additional Works and the coordination and scheduling of the Additional Works with the Works to be performed under this Project Agreement; (ii) ; assume overall responsibility for compliance with all aspects of, (A) Applicable Law relating to health and safety at the Site, including all the responsibilities of the “constructor” under the Occupational Health and Safety Act (Ontario); and (B) the Traffic and Transit Access Management Plan and all rules, requirements and restrictions relating to access, rail safety and operations and track protection, and road safety and operations, all as set out in the Project Agreement, including, for clarity, Schedule 15 – Output SpecificationsSpecifications and Schedule 34 – Rail Corridor Access and Flagging, prior to the Substantial Completion Date and, exercised in a manner consistent with the Occupational Health and Safety Act (Ontario), at any time that Project Co is acting as a “constructor” on the Site following the Substantial Completion Date; (iii) Completion; provide Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works, as applicable; (iv) ; participate with Contracting Authority and Additional Contractors in reviewing the construction schedules of Additional Contractors, when directed to do so by Contracting Authority; and (v) and if part of the Works is affected by or depends upon, for its proper execution, the Additional Works, promptly report to Contracting Authority in writing and prior to proceeding with that part of the Works any readily apparent deficiencies in the Additional Works. Failure by Project Co to so report shall invalidate any claims against Contracting Authority by reason of such readily apparent deficiencies. (f) In the case of Additional Works carried out prior to Substantial Completion, if: (i) : any Additional Contractors cause any damage to the Works; (ii) ; Project Co incurs any additional costs or there is any delay in the Current Progress Works Schedule as a result of any Additional Contractors not complying with the coordination, scheduling and safety instructions of Project Co; or (iii) or subject to the performance by Project Co of its obligations under this Section 11.1411.12, if Project Co incurs any additional costs or there is any delay in the Current Progress Works Schedule as a result of any such Additional Works (other than Additional Work that is required to meet the Output Specifications and provided such Additional Work is performed by such Additional Contractors in accordance with Good Industry Practice and in accordance with the terms of their respective contracts or engagements with Contracting Authority), then any such delay in the Current Progress Works Schedule or additional costs in respect of the Works shall, subject to and in accordance with Section 32 be treated as a Delay Event and, subject to and in accordance with Section 33, be treated as a Compensation Event. (g) Claims, disputes, and other matters in question between Project Co and Additional Contractors shall be dealt with in substantially the same manner as contemplated in Schedule 27 – Dispute Resolution Procedure provided that the Additional Contractors and Contracting Authority have made commercially reasonable efforts to ensure that provisions similar to Schedule 27 – Dispute Resolution Procedure have been included in the contracts between Contracting Authority and the Additional Contractors. Project Co shall be deemed to have consented to arbitration of any dispute with any Additional Contractor whose contract with Contracting Authority contains a similar agreement to arbitrate. (h) In connection with the Additional Works, Project Co may request a Variation as follows: (i) : Project Co shall have a period of 10 Business Days following Notice from Contracting Authority of Contracting Authority’s intention to carry out such Additional Works, including a reasonable description of such Additional Works, to request a Variation if such Additional Works are, (A) reasonably expected to make void a warranty made in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice; or (B) reasonably expected to have a material negative consequence on Project Co’s ability to perform any of the Works; (ii) ; If Project Co has made a request for a Variation in accordance with Section 11.14(h)(i11.12(h)(i), Contracting Authority shall, within 10 Business Days after such request, either issue a Variation Enquiry or give Notice to Project Co that it does not agree that a Variation is required; (iii) ; Either Party may refer the question of whether a Variation is required as the result of a warranty risk or risk in the performance of the Works for resolution in accordance with Schedule 27 – Dispute Resolution Procedure; and (iv) and If Contracting Authority has, under Section 11.14(h)(ii11.12(h)(ii), given Notice to Project Co that it does not agree that a Variation is required, Contracting Authority shall, within 10 Business Days after a subsequent agreement or of a determination that a Variation is required, issue a Variation Enquiry and the relevant provisions of Schedule 22 – Variation Procedure shall apply except that: (A) Contracting Authority shall not be entitled to withdraw any such Variation Enquiry unless Contracting Authority determines not to proceed with the Additional Works or to proceed only in a manner that the Additional Works will not result in a warranty becoming void or will not result in any material negative consequence on Project Co’s ability to perform any of the Works and Project Co has agreed with such conclusion, or the Parties otherwise agree; and (B) the Parties shall, without prejudice to their respective general obligations to comply with the terms of this Project Agreement, use commercially reasonable efforts to mitigate the adverse effects with respect to any void or voidable warranty and take commercially reasonable steps to minimize any increase in costs arising from any void warranty. (i) Placing, installing, applying or connecting the Additional Works performed by Additional Contractors on and to the Works performed by Project Co shall not relieve Project Co from its obligations under the Project Agreement with respect to the Works, except to the extent expressly described in any Variation Confirmation.

Additional Works and Third Party Works. (a) Project Co shall, having regard to Project Co’s obligations set out in Section 1715, arrange and carry out all coordination of the Works Project Operations with the Third Party Works directly with the applicable Third Party Contractor. (b) Contracting Authority The City may, in its sole discretion, carry out Additional Works. (c) Contracting Authority The City may assign the responsibility for directing methods and manner of construction (where applicable) of the Additional Works, the coordination and scheduling of the Additional Works and the safety training in respect of the Additional Works to Project Co. For clarity, Contracting Authority the City may, in its sole discretion, assign such responsibilities to Project Co.Co during either or both of the Construction Period or Maintenance Period. (d) In connection with the Additional Works taking place prior to Works, the Substantial Completion Date, or thereafter where Project Co is designated as the “constructor”, Contracting Authority City shall, (i) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site, methods and manner of construction (where applicable), and coordination and scheduling of the Additional Works with with, (A) the WorksWorks during the Construction Period; and (B) the Maintenance and Rehabilitation Services during the Maintenance Period; (ii) enter into separate contracts with Additional Contractors, (A) under conditions of contract which are compatible with the conditions of this Project Agreement; (B) that require Additional Contractors to comply with Section 11.14(e9.8(e) and all directions of Project Co in respect of any matter regarding health and safety on the Site, and methods and manner of construction (where applicable); and (C) that require Additional Contractors to comply with Project Co’s coordination and scheduling of the Additional Works; and (iii) ensure that insurance coverage is provided by each Additional Contractor as would be required by a prudent owner similarly situated and coordinate such insurance with the insurance coverage of Project Co and in any event, such insurance shall provide for liability insurance of not less than $[REDACTED]. (e) In connection with the Additional Works, if Contracting Authority the City has assigned responsibilities to Project Co pursuant to this Section 11.149.8, Project Co shall, (i) provide for the methods and manner of construction (where applicable) of the Additional Works and the coordination and scheduling of the Additional Works with the Works or Maintenance and Rehabilitation Services, as applicable, to be performed under this Project Agreement; (ii) assume overall responsibility for compliance with all aspects of, (A) of Applicable Law relating to health and safety at the Site, including all the responsibilities of the “‘constructor” ’ under the Occupational Health and Safety Act (Ontario); and (B) the Traffic and Transit Management Plan and all rules, requirements and restrictions relating to access, rail safety and operations and track protection, and road safety and operations, as set out in the Project Agreement, including, for clarity, Schedule 15 – Output Specifications, prior to the Substantial Completion Date and, exercised in a manner consistent with the Occupational Health and Safety Act (Ontario)said Act, at any time that Project Co is acting as a “‘constructor” ’ on the Site following the Substantial Completion DateCompletion; (iii) provide Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works, as applicable; (iv) participate with Contracting Authority the City and Additional Contractors in reviewing the construction schedules of Additional Contractors, when directed to do so by Contracting Authoritythe City; and (v) if part of the Works is affected by or depends upon, for its proper execution, the Additional Works, promptly report to Contracting Authority the City in writing and prior to proceeding with that part of the Works any readily apparent deficiencies in the Additional Works. Failure by Project Co to so report shall invalidate any claims against Contracting Authority the City by reason of such readily apparent deficiencies. (f) In the case of Additional Works carried out prior to Substantial Completion, if: (i) any Additional Contractors cause any damage to the Works; (ii) Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any Additional Contractors not complying with the coordination, scheduling and safety instructions of Project Co; or (iii) subject to the performance by Project Co of its obligations under this Section 11.149.8, if Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any such Additional Works (other than Additional Work that is required to meet the Output Specifications and provided such Additional Work is performed by such Additional Contractors in accordance with Good Industry Practice and in accordance with the terms of their respective contracts or engagements with Contracting Authority)Works, then any such delay in the Works Schedule or additional costs in respect of the Works shall, subject to and in accordance with Section 32 38 be treated as a Delay Event and, subject to and in accordance with Section 3339, be treated as a Compensation Event. (g) Claims, disputes, and other matters in question between Project Co and Additional Contractors shall be dealt with in substantially the same manner as contemplated in Schedule 27 – 26 - Dispute Resolution Procedure provided that the Additional Contractors and Contracting Authority the City have made commercially reasonable efforts to ensure that provisions similar to Schedule 27 26 – Dispute Resolution Procedure have been included in the contracts between Contracting Authority the City and the Additional Contractors. Project Co shall be deemed to have consented to arbitration of any dispute with any Additional Contractor whose contract with Contracting Authority the City contains a similar agreement to arbitrate. (h) In connection with the Additional Works, Project Co may request a Variation as follows: (i) Project Co shall have a period of 10 Business Days following Notice from Contracting Authority the City of Contracting Authoritythe City’s intention to carry out such Additional Works, including a reasonable description of such Additional Works, to request a Variation if such Additional Works are, (A) reasonably expected to make void a warranty made in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice; or (B) reasonably expected to have a material negative consequence on Project Co’s ability to perform any of the WorksProject Operations; (ii) If the City assigns responsibilities to Project Co pursuant to Section 9.8(c) and Section 9.8(e) after Substantial Completion, and Project Co demonstrates to the City, acting reasonably, that it is unable to carry out such responsibilities without adding additional resources to the resources providing the Maintenance and Rehabilitation Services at the relevant time, Project Co shall have a period of 10 Business Days following Notice from the City of such an assignment of responsibilities to request a Variation in respect of the cost of such additional resources; (iii) If Project Co has made a request for a Variation in accordance with Section 11.14(h)(i9.8(h)(i) or Section 9.8(h)(ii), Contracting Authority the City shall, within 10 Business Days after of such request, either issue a Variation Enquiry or give Notice to Project Co that it does they do not agree that a Variation is required; (iiiiv) Either Party may refer the question of whether a Variation is required as the result of a warranty risk or risk in the performance of the Works Project Operations or, whether Project Co has to add additional resources to the resources providing the Maintenance and Rehabilitation Services at the relevant time for resolution in accordance with Schedule 27 – 26 - Dispute Resolution Procedure; and (ivv) If Contracting Authority the City has, under Section 11.14(h)(ii9.8(h)(iii), given Notice to Project Co that it does not agree that a Variation is required, Contracting Authority the City shall, within 10 Business Days after of a subsequent agreement or of a determination that a Variation is required, issue a Variation Enquiry and the relevant provisions of Schedule 22 – 21 - Variation Procedure shall apply except that: (A) Contracting Authority the City shall not be entitled to withdraw any such Variation Enquiry unless Contracting Authority the City determines not to proceed with the Additional Works or to proceed only in a manner that the Additional Works will not result in a warranty becoming void or will not result in any material negative consequence on Project Co’s ability to perform any of the Works Project Operations and Project Co has agreed with such conclusion, or the Parties otherwise agree; and (B) the Parties shall, without prejudice to their respective general obligations to comply with the terms of this Project Agreement, use commercially reasonable efforts to mitigate the adverse effects with respect to any void or voidable warranty and take commercially reasonable steps to minimize any increase in costs arising from any void warranty. (i) Placing, installing, applying or connecting the Additional Works performed by Additional Contractors on and to the Works performed by Project Co shall not relieve Project Co from its obligations under the Project Agreement with respect to the Works, except to the extent expressly described in any Variation Confirmation.

Additional Works and Third Party Works. (a) Project Co shall, having regard to Project Co’s obligations set out in Section 17, arrange and carry out all coordination of the Works with the Third Party Works directly with the applicable Third Party Contractor. (b) Contracting Authority may, in its sole discretion, carry out Additional Works. (c) Contracting Authority may assign the responsibility for directing methods and manner of construction (where applicable) of the Additional Works, the coordination and scheduling of the Additional Works and the safety training in respect of the Additional Works to Project Co. For clarity, Contracting Authority may, in its sole discretion, assign such responsibilities to Project Co. (d) In connection with the Additional Works taking place prior to the Substantial Completion Date, or thereafter where Project Co is designated as the “constructor”Works, Contracting Authority shall, (i) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site, methods and manner of construction (where applicable), and coordination and scheduling of the Additional Works with the Works; (ii) enter into separate contracts with Additional Contractors, (A) under conditions of contract which are compatible with the conditions of this Project Agreement; (B) that require Additional Contractors to comply with Section 11.14(e11.12(e) and all directions of Project Co in respect of any matter regarding health and safety on the Site, and methods and manner of construction (where applicable); and (C) that require Additional Contractors to comply with Project Co’s coordination and scheduling of the Additional Works; and (iii) ensure that insurance coverage is provided by each Additional Contractor as would be required by a prudent owner similarly situated and coordinate such insurance with the insurance coverage of Project Co and in any event, such insurance shall provide for liability insurance of not less than $[REDACTED]. (e) In connection with the Additional Works, if Contracting Authority has assigned responsibilities to Project Co pursuant to this Section 11.1411.12, Project Co shall, (i) provide for the methods and manner of construction (where applicable) of the Additional Works and the coordination and scheduling of the Additional Works with the Works to be performed under this Project Agreement; (ii) assume overall responsibility for compliance with all aspects of, (A) Applicable Law relating to health and safety at the Site, including all the responsibilities of the “constructor” under the Occupational Health and Safety Act (Ontario); and (B) the Traffic and Transit Access Management Plan and all rules, requirements and restrictions relating to access, rail safety and operations and track protection, and road safety and operations, all as set out in the Project Agreement, including, for clarity, Schedule 15 – Output SpecificationsSpecifications and Schedule 34 – Rail Corridor Access and Flagging, prior to the Substantial Completion Date and, exercised in a manner consistent with the Occupational Health and Safety Act (Ontario), at any time that Project Co is acting as a “constructor” on the Site following the Substantial Completion DateCompletion; (iii) provide Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works, as applicable; (iv) participate with Contracting Authority and Additional Contractors in reviewing the construction schedules of Additional Contractors, when directed to do so by Contracting Authority; and (v) if part of the Works is affected by or depends upon, for its proper execution, the Additional Works, promptly report to Contracting Authority in writing and prior to proceeding with that part of the Works any readily apparent deficiencies in the Additional Works. Failure by Project Co to so report shall invalidate any claims against Contracting Authority by reason of such readily apparent deficiencies. (f) In the case of Additional Works carried out prior to Substantial Completion, if: (i) any Additional Contractors cause any damage to the Works; (ii) Project Co incurs any additional costs or there is any delay in the Current Progress Works Schedule as a result of any Additional Contractors not complying with the coordination, scheduling and safety instructions of Project Co; or (iii) subject to the performance by Project Co of its obligations under this Section 11.1411.12, if Project Co incurs any additional costs or there is any delay in the Current Progress Works Schedule as a result of any such Additional Works (other than Additional Work that is required to meet the Output Specifications and provided such Additional Work is performed by such Additional Contractors in accordance with Good Industry Practice and in accordance with the terms of their respective contracts or engagements with Contracting Authority), then any such delay in the Current Progress Works Schedule or additional costs in respect of the Works shall, subject to and in accordance with Section 32 be treated as a Delay Event and, subject to and in accordance with Section 33, be treated as a Compensation Event. (g) Claims, disputes, and other matters in question between Project Co and Additional Contractors shall be dealt with in substantially the same manner as contemplated in Schedule 27 – Dispute Resolution Procedure provided that the Additional Contractors and Contracting Authority have made commercially reasonable efforts to ensure that provisions similar to Schedule 27 – Dispute Resolution Procedure have been included in the contracts between Contracting Authority and the Additional Contractors. Project Co shall be deemed to have consented to arbitration of any dispute with any Additional Contractor whose contract with Contracting Authority contains a similar agreement to arbitrate. (h) In connection with the Additional Works, Project Co may request a Variation as follows: (i) Project Co shall have a period of 10 Business Days following Notice from Contracting Authority of Contracting Authority’s intention to carry out such Additional Works, including a reasonable description of such Additional Works, to request a Variation if such Additional Works are, (A) reasonably expected to make void a warranty made in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice; or (B) reasonably expected to have a material negative consequence on Project Co’s ability to perform any of the Works; (ii) If Project Co has made a request for a Variation in accordance with Section 11.14(h)(i11.12(h)(i), Contracting Authority shall, within 10 Business Days after such request, either issue a Variation Enquiry or give Notice to Project Co that it does not agree that a Variation is required; (iii) Either Party may refer the question of whether a Variation is required as the result of a warranty risk or risk in the performance of the Works for resolution in accordance with Schedule 27 – Dispute Resolution Procedure; and (iv) If Contracting Authority has, under Section 11.14(h)(ii11.12(h)(ii), given Notice to Project Co that it does not agree that a Variation is required, Contracting Authority shall, within 10 Business Days after a subsequent agreement or of a determination that a Variation is required, issue a Variation Enquiry and the relevant provisions of Schedule 22 – Variation Procedure shall apply except that: (A) Contracting Authority shall not be entitled to withdraw any such Variation Enquiry unless Contracting Authority determines not to proceed with the Additional Works or to proceed only in a manner that the Additional Works will not result in a warranty becoming void or will not result in any material negative consequence on Project Co’s ability to perform any of the Works and Project Co has agreed with such conclusion, or the Parties otherwise agree; and (B) the Parties shall, without prejudice to their respective general obligations to comply with the terms of this Project Agreement, use commercially reasonable efforts to mitigate the adverse effects with respect to any void or voidable warranty and take commercially reasonable steps to minimize any increase in costs arising from any void warranty. (i) Placing, installing, applying or connecting the Additional Works performed by Additional Contractors on and to the Works performed by Project Co shall not relieve Project Co from its obligations under the Project Agreement with respect to the Works, except to the extent expressly described in any Variation Confirmation.

Additional Works and Third Party Works. (a) Project Co shall, having regard to Project Co’s obligations set out in Section 17, arrange and carry out all coordination of the Works with the Third Party Works directly with the applicable Third Party Contractor. (b) Contracting Authority may, in its sole discretion, carry out Additional Works. (c) Contracting Authority may assign the responsibility for directing methods and manner of construction (where applicable) of the Additional Works, the coordination and scheduling of the Additional Works and the safety training in respect of the Additional Works to Project Co. For clarity, Contracting Authority may, in its sole discretion, assign such responsibilities to Project Co. (d) In connection with the Additional Works taking place prior to the Substantial Completion Site Control Date, or thereafter where Project Co is designated as the “constructor”, Contracting Authority shall, (i) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site, methods and manner of construction (where applicable), and coordination and scheduling of the Additional Works with the Works; (ii) enter into separate contracts with Additional Contractors, (A) under conditions of contract which are compatible with the conditions of this Project Agreement; (B) that require Additional Contractors to comply with Section 11.14(e11.12(e) and all directions of Project Co in respect of any matter regarding health and safety on the Site, and methods and manner of construction (where applicable); and (C) that require Additional Contractors to comply with Project Co’s coordination and scheduling of the Additional Works; and (iii) ensure that insurance coverage is provided by each Additional Contractor as would be required by a prudent owner similarly situated and coordinate such insurance with the insurance coverage of Project Co and in any event, such insurance shall provide for liability insurance of not less than $[REDACTED]. (e) In connection with the Additional Works, if Contracting Authority has assigned responsibilities to Project Co pursuant to this Section 11.1411.12, Project Co shall, (i) provide for the methods and manner of construction (where applicable) of the Additional Works and the coordination and scheduling of the Additional Works with the Works to be performed under this Project Agreement; (ii) assume overall responsibility for compliance with all aspects of, (A) Applicable Law relating to health and safety at the Site, including all the responsibilities of the “constructor” under the Occupational Health and Safety Act (Ontario); and (B) the Traffic Management Plan and Transit the Construction Access Management Plan and all rules, requirements and restrictions relating to access, rail safety and operations and track protection, and road safety and operations, as set out in the Project Agreement, including, for clarity, Schedule 15 – Output Specifications, prior to the Substantial Completion Site Control Date and, exercised in a manner consistent with the Occupational Health and Safety Act (Ontario), at any time that Project Co is acting as a “constructor” on the Site following the Substantial Completion Site Control Date; (iii) provide Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works, as applicable; (iv) participate with Contracting Authority and Additional Contractors in reviewing the construction schedules of Additional Contractors, when directed to do so by Contracting Authority; and (v) if part of the Works is affected by or depends upon, for its proper execution, the Additional Works, promptly report to Contracting Authority in writing and prior to proceeding with that part of the Works any readily apparent deficiencies in the Additional Works. Failure by Project Co to so report shall invalidate any claims against Contracting Authority by reason of such readily apparent deficiencies. (f) In the case of Additional Works carried out prior to Substantial Completion, if: (i) any Additional Contractors cause any damage to the Works; (ii) Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any Additional Contractors not complying with the coordination, scheduling and safety instructions of Project Co; or (iii) subject to the performance by Project Co of its obligations under this Section 11.1411.12, if Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any such Additional Works (other than Additional Work that is required to meet the Output Specifications and provided such Additional Work is performed by such Additional Contractors in accordance with Good Industry Practice and in accordance with the terms of their respective contracts or engagements with Contracting Authority), then any such delay in the Works Schedule or additional costs in respect of the Works shall, subject to and in accordance with Section 32 be treated as a Delay Event and, subject to and in accordance with Section 33, be treated as a Compensation Event. (g) Claims, disputes, and other matters in question between Project Co and Additional Contractors shall be dealt with in substantially the same manner as contemplated in Schedule 27 – Dispute Resolution Procedure provided that the Additional Contractors and Contracting Authority have made commercially reasonable efforts to ensure that provisions similar to Schedule 27 – Dispute Resolution Procedure have been included in the contracts between Contracting Authority and the Additional Contractors. Project Co shall be deemed to have consented to arbitration of any dispute with any Additional Contractor whose contract with Contracting Authority contains a similar agreement to arbitrate. (h) In connection with the Additional Works, Project Co may request a Variation as follows: (i) Project Co shall have a period of 10 Business Days following Notice from Contracting Authority of Contracting Authority’s intention to carry out such Additional Works, including a reasonable description of such Additional Works, to request a Variation if such Additional Works are, (A) reasonably expected to make void a warranty made in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice; or (B) reasonably expected to have a material negative consequence on Project Co’s ability to perform any of the Works; (ii) If Project Co has made a request for a Variation in accordance with Section 11.14(h)(i11.12(h)(i), Contracting Authority shall, within 10 Business Days after such request, either issue a Variation Enquiry or give Notice to Project Co that it does not agree that a Variation is required; (iii) Either Party may refer the question of whether a Variation is required as the result of a warranty risk or risk in the performance of the Works for resolution in accordance with Schedule 27 – Dispute Resolution Procedure; and (iv) If Contracting Authority has, under Section 11.14(h)(ii11.12(h)(ii), given Notice to Project Co that it does not agree that a Variation is required, Contracting Authority shall, within 10 Business Days after a subsequent agreement or of a determination that a Variation is required, issue a Variation Enquiry and the relevant provisions of Schedule 22 – Variation Procedure shall apply except that: (A) Contracting Authority shall not be entitled to withdraw any such Variation Enquiry unless Contracting Authority determines not to proceed with the Additional Works or to proceed only in a manner that the Additional Works will not result in a warranty becoming void or will not result in any material negative consequence on Project Co’s ability to perform any of the Works and Project Co has agreed with such conclusion, or the Parties otherwise agree; and (B) the Parties shall, without prejudice to their respective general obligations to comply with the terms of this Project Agreement, use commercially reasonable efforts to mitigate the adverse effects with respect to any void or voidable warranty and take commercially reasonable steps to minimize any increase in costs arising from any void warranty. (i) Placing, installing, applying or connecting the Additional Works performed by Additional Contractors on and to the Works performed by Project Co shall not relieve Project Co from its obligations under the Project Agreement with respect to the Works, except to the extent expressly described in any Variation Confirmation.