Additional Works. (a) Contracting Authority reserves the right to carry out Additional Works. Contracting Authority may assign to Project Co responsibility for: (i) directing the methods and means of construction of the Additional Works; (ii) coordinating and scheduling the Additional Works; and/or (iii) providing safety training in respect of the Additional Works. (b) In connection with the Additional Works, Contracting Authority shall: (i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works; (ii) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the Lands; (iii) enter into separate contracts with Additional Contractors containing terms and provisions which (A) are consistent with the terms and provisions of this Project Agreement (including Schedule 27 – Dispute Resolution Procedure), (B) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), require Additional Contractors to comply with all directions of Project Co in respect of any matter regarding methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works and (C) require Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the Lands; (iv) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that such insurance is coordinated with the insurance coverage of Project Co as it affects the Works to provide seamless insurance coverage to Project Co and Contracting Authority (including, if appropriate, naming Contracting Authority and Project Co as additional insureds and/or loss payees) and, in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and (v) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works. (c) In connection with the Additional Works, Project Co shall: (i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), and subject to the performance by Contracting Authority of its obligations under Sections 11.12(b)(i) and 11.12(b)(iii), direct the methods and means of construction of the Additional Works, coordinate and schedule the Additional Works with the Works to be performed under this Project Agreement, as applicable, and provide safety training in respect of the Additional Works; (ii) subject to the performance by Contracting Authority of its obligations under Section 11.12(b)(i) and 11.12(b)(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site and the Lands, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior to Substantial Completion and, at the request of Contracting Authority exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial Completion; (iii) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works; (iv) participate with Contracting Authority and Additional Contractors in reviewing their construction schedules when directed to do so by Contracting Authority; and (v) where all or part of the performance of the Works is affected by, or depends upon, the completion and/or proper execution of the Additional Works, promptly, and prior to proceeding with the affected Works, report to Contracting Authority in writing 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. (d) If, in respect of Additional Works carried out on the Lands prior to Substantial Completion: (i) any Additional Contractors cause any damage to the Works; (ii) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), 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 reasonable instructions of Project Co regarding methods and means of construction, coordination and scheduling or safety; or (iii) Project Co incurs any additional costs or there is any delay in the Works as a result of any such Additional Works, then, provided such delay in the Works or additional costs are not as a result of Project Co’s failure to perform any of its obligations under Section 11.12(c) or any act or omission of Project Co or a Project Co Party, any such delay in the Works or additional costs in respect of the Works shall, subject to and in accordance with Article 31, be treated as a Delay Event and, subject to and in accordance with Article 32, be treated as a Compensation Event. (e) 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 Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding reciprocal obligations in the contracts between Contracting Authority and the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor whose contract with Contracting Authority contains a binding reciprocal agreement to arbitrate. (f) In connection with the Additional Works, Project Co may propose 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 propose a Variation if such Additional Works are (A) reasonably expected to void a warranty in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, or
Appears in 1 contract
Samples: Project Agreement
Additional Works.
(a) Contracting Authority WCH reserves the right to carry out Additional Works. Contracting Authority WCH may assign to Project Co responsibility for:
(i) directing the methods and means manner of construction (where applicable) of the Additional Works;
(ii) coordinating , the coordination and scheduling of the Additional Works; and/or
(iii) providing Works and the safety training in respect of the Additional Works.Works to Project Co.
(b) In connection with the Additional Works, Contracting Authority WCH shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works;
(ii) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site Site, methods and manner of construction (where applicable), and coordination and scheduling of the Additional Works with (A) the Works during the performance of the Works, and (B) at the request of WCH, with the Project Co Services during the performance of the Project Co Services as WCH considers appropriate taking into account the nature of the Additional Works and the Landspotential for impact on the Project Co Services;
(iiiii) enter into separate contracts with Additional Contractors containing terms and provisions under conditions of contract which (A) are consistent compatible with the terms and provisions conditions of this Project Agreement (including Schedule 27 – Dispute Resolution Procedure), (B) to the extent that Contracting Authority has assigned responsibility and provide for such matters to Project Co pursuant to Section 11.12(a), require compliance by Additional Contractors to comply with Section 9.6(c) and all directions of Project Co in respect of any matter regarding health and safety on the Site, methods and means manner of construction of the Additional Works(where applicable), and coordination and scheduling of the Additional Works and safety training in respect during the performance of the Additional Works and (C) require Additional Contractors to comply with during the instructions performance of the Project Co relating Services in those cases where WCH has requested Project Co to matters of health and safety on the Site and the Lands;proceed in accordance with Section 9.6(c);
(iviii) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that coordinate such insurance is coordinated with the insurance coverage of Project Co as it affects the Works to provide seamless insurance coverage to and the Project Co Services and Contracting Authority (including, if appropriate, naming Contracting Authority and Project Co as additional insureds and/or loss payees) and, in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and
(viv) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works.
(c) In connection with the Additional Works, Project Co shall:shall, during the performance of the Works, and at the request of WCH, during the performance of the Project Co Services as WCH considers appropriate taking into account the nature of the Additional Works and the potential for impact on the Project Co Services:
(i) to the extent that Contracting Authority where WCH has assigned responsibility for such matters to Project Co pursuant the matters referred to in Section 11.12(a), 9.6(a) and subject to the performance by Contracting Authority WCH of its obligations under Sections 11.12(b)(i9.6(b)(i) and 11.12(b)(iii9.6(b)(ii), direct provide for the methods and means manner of construction (where applicable) of the Additional Works, coordinate Works and schedule the coordination and scheduling of the Additional Works with the Works and the Project Co Services to be performed under this Project Agreement, as applicable, and provide safety training in respect of the Additional Works;
(ii) subject to the performance by Contracting Authority of its obligations under Section 11.12(b)(i) and 11.12(b)(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site and the Lands, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior to Substantial Completion and, at the request of Contracting Authority exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial Completion;
(iii) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works;
(iviii) participate with Contracting Authority WCH and Additional Contractors in reviewing their construction schedules when directed to do so by Contracting Authority; andWCH;
(viv) where all or part of the performance of the Works or Project Co Services is affected by, by or depends upon, the completion and/or for its proper execution of execution, the Additional Works, promptly, promptly report to WCH in writing and prior to proceeding with that part of the affected WorksWorks or applicable Project Co Services, report to Contracting Authority in writing any readily apparent deficiencies in the Additional Works. Failure by Project Co to so report shall invalidate any claims against Contracting Authority WCH by reason of such readily apparent deficiencies; and
(v) where WCH has assigned to Project Co the matters referred to in Section 9.6(a) and subject to the performance by WCH of its obligations under Sections 9.6(b)(i) and 9.6(b)(ii), for the Additional Contractors and in respect to such Additional Works, assume overall responsibility for compliance with all aspects of Applicable Law relating to health and safety, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) prior to Interim Completion in respect of the Works relating to the Phase 1 Facility and prior to Substantial Completion in respect of the Works relating to the Facility and, at the request of WCH exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site following Interim Completion in respect of the Phase 1 Facility and following Substantial Completion in respect of the Facility.
(d) If, in respect In the case of Additional Works carried out on prior to Interim Completion in respect of the Lands Phase 1 Facility and prior to Substantial Completion:Completion in respect of the Phase 2 Facility, if:
(i) any Additional Contractors cause any damage to the Works;
(ii) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), 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 reasonable coordination, scheduling and safety instructions of Project Co regarding methods and means of construction, coordination and scheduling or safetyCo; or
(iii) subject to the performance by Project Co of its obligations under Sections 9.6(c)(i), (ii), (iii) and (v), if Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any Additional Works (other than Additional Work that is required to meet the Output Specifications and provided such Additional Works, 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 WCH) then, provided such delay in the Works or additional costs are not as a result of Project Co’s failure to perform any of its obligations under Section 11.12(c) or any act or omission of Project Co or a Project Co Party, any such delay in the Works Schedule or additional costs in respect of the Works shall, subject to and in accordance with Article 31Section 37, be treated as a Delay Event and, subject to and in accordance with Article 32Section 38, be treated as a Compensation Event.
(e) 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 Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding have reciprocal obligations and WCH has made commercially reasonable efforts to ensure that such provisions are included in the contracts between Contracting Authority and with the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor other contractor whose contract with Contracting Authority WCH contains a binding reciprocal similar agreement to arbitrate.
(f) In connection with the Additional Works, Project Co may propose a Variation as follows:arbitrate.
(i) Project Co shall have a period of 10 Business Days following Notice notice from Contracting Authority WCH of Contracting AuthorityWCH’s intention to carry out such Additional Works, Works including a reasonable description of such Additional Works, Works to propose request a Variation if such Additional Works are (A) reasonably expected to void make a warranty made in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, orvoid or (B) reasonably expected to have a material negative consequence on Project Co’s ability to perform any of the Project Operations;
(ii) if Project Co has made a request for a Variation in accordance with Section 9.6(f)(i), WCH shall, within 10 Business Days of 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 Project Operations for resolution in accordance with Schedule 27 - Dispute Resolution Procedure; and
(iv) where WCH has, under Section 9.6(f)(ii), given notice to Project Co that it does not agree that a Variation is required, WCH shall, within 10 Business Days of 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) WCH shall not be entitled to withdraw any such Variation Enquiry unless WCH 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 (as contemplated in Section 9.6(f)(i)) or will not result in any material negative consequence on Project Co’s ability to perform any of the 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.
(g) Placing, installing, applying or connecting the Additional Works performed by Additional Contractors, on and to the Works performed by Project Co will 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.
Appears in 1 contract
Samples: Project Agreement
Additional Works.
(a) Contracting Authority HMQ reserves the right to carry out Additional Works. Contracting Authority HMQ may assign to Project Co responsibility for:
(i) directing the methods and means manner of construction (where applicable) of the Additional Works;
(ii) coordinating , the coordination and scheduling of the Additional Works; and/or
(iii) providing Works and the safety training in respect of the Additional Works.Works to Project Co.
(b) In connection with the Additional Works, Contracting Authority HMQ shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works;
(ii) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site Site, methods and manner of construction (where applicable), and coordination and scheduling of the LandsAdditional Works with the Works during the performance of the Works;
(iiiii) enter into separate contracts with Additional Contractors containing terms and provisions under conditions of contract which (A) are consistent compatible with the terms and provisions conditions of this Project Agreement (including Schedule 27 – Dispute Resolution Procedure), (B) to the extent that Contracting Authority has assigned responsibility and provide for such matters to Project Co pursuant to Section 11.12(a), require compliance by Additional Contractors to comply with Section 11.25(c) and all directions of Project Co in respect of any matter regarding health and safety on the Site, methods and means manner of construction of the Additional Works(where applicable), and coordination and scheduling of the Additional Works and safety training in respect during the performance of the Additional Works and (C) require Additional Contractors to comply with the instructions of in those cases where HMQ has requested Project Co relating to matters of health and safety on the Site and the Lands;proceed in accordance with Section 11.25(c);
(iviii) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner HMQ similarly situated and that coordinate such insurance is coordinated with the insurance coverage of Project Co as it affects the Works to provide seamless insurance coverage to Project Co and Contracting Authority (including, if appropriate, naming Contracting Authority and Project Co as additional insureds and/or loss payees) and, in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and
(viv) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works.
(c) In connection with the Additional Works, Project Co shall:shall, during the performance of the Works:
(i) to the extent that Contracting Authority where HMQ has assigned responsibility for such matters to Project Co pursuant the matters referred to in Section 11.12(a), 11.25(a) and subject to the performance by Contracting Authority HMQ of its obligations under Sections 11.12(b)(i11.25(b)(i) and 11.12(b)(iii11.25(b)(ii), direct provide for the methods and means manner of construction (where applicable) of the Additional Works, coordinate Works and schedule the coordination and scheduling of the Additional Works with the Works to be performed under this Project Agreement, as applicable, and provide safety training in respect of the Additional Works;
(ii) subject to the performance by Contracting Authority of its obligations under Section 11.12(b)(i) and 11.12(b)(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site and the Lands, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior to Substantial Completion and, at the request of Contracting Authority exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial Completion;
(iii) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works;
(iviii) participate with Contracting Authority HMQ and Additional Contractors in reviewing their construction schedules when directed to do so by Contracting Authority; andHMQ;
(viv) where all or part of the performance of the Works is affected by, by or depends upon, the completion and/or for its proper execution of execution, the Additional Works, promptly, promptly report to HMQ in writing and prior to proceeding with that part of the affected Works, report to Contracting Authority in writing any readily apparent deficiencies in the Additional Works. Failure by Project Co to so report shall invalidate any claims against Contracting Authority HMQ by reason of such readily apparent deficiencies; and
(v) where HMQ has assigned to Project Co the matters referred to in Section 11.25(a) and subject to the performance by HMQ of its obligations under Sections 11.25(b)(i) and 11.25(b)(ii), for the Additional Contractors and in respect to such Additional Works, assume overall responsibility for compliance with all aspects of Applicable Law relating to health and safety, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) prior to Substantial Completion and, at the request of HMQ exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site following Substantial Completion.
(d) If, in respect In the case of Additional Works carried out on the Lands prior to Substantial Completion:Completion, if:
(i) any Additional Contractors cause any damage to the Works;
(ii) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), 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 reasonable coordination, scheduling and safety instructions of Project Co regarding methods and means of construction, coordination and scheduling or safetyCo; or
(iii) subject to the performance by Project Co of its obligations under Sections 11.25(c)(i), 11.25(c)(ii), 11.25(c)(iii), and 11.25(c)(v), if Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any Additional Works (other than Additional Works that are required to meet the Output Specifications and provided such Additional WorksWorks are performed by such Additional Contractors in accordance with Good Industry Practice and in accordance with the terms of their respective contracts or engagements with HMQ), then, provided such delay in the Works or additional costs are not as a result of Project Co’s failure to perform any of its obligations under Section 11.12(c) or any act or omission of Project Co or a Project Co Party, any such delay in the Works Schedule or additional costs in respect of the Works shall, subject to and in accordance with Article 31Section 30, be treated as a Delay Event and, subject to and in accordance with Article 32Section 31, be treated as a Compensation Event.
(e) 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 Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding have reciprocal obligations and HMQ has made commercially reasonable efforts to ensure that such provisions are included in the contracts between Contracting Authority and with the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor other contractor whose contract with Contracting Authority HMQ contains a binding reciprocal similar agreement to arbitrate.arbitrate.
(f) In connection with the Additional Works, Project Co may propose a Variation as follows:
(i) Project Co shall have a period of 10 Business Days following Notice notice from Contracting Authority HMQ of Contracting AuthorityHMQ’s intention to carry out such Additional Works, Works including a reasonable description of such Additional Works, Works to propose request a Variation if such Additional Works are (A) reasonably expected to void make a warranty made in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, orvoid or (B) reasonably expected to have a material negative consequence on Project Co’s ability to perform any of the Works;
Appears in 1 contract
Samples: Project Agreement
Additional Works.
(a) Contracting Authority IO reserves the right to carry out Additional Works. Contracting Authority IO may assign to Project Co responsibility for:
(i) directing the methods and means manner of construction (where applicable) of the Additional Works;
(ii) coordinating , the coordination and scheduling of the Additional Works; and/or
(iii) providing Works and the safety training in respect of the Additional Works.Works to Project Co.
(b) In connection with the Additional Works, Contracting Authority IO shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works;
(ii) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site relevant Site, methods and manner of construction (where applicable), and coordination and scheduling of the Additional Works with
(A) the Works during the performance of the Works, and (B) at the request of IO, with the Project Co Services during the performance of the Project Co Services as IO considers appropriate taking into account the nature of the Additional Works and the Landspotential for impact on the Project Co Services;
(iiiii) enter into separate contracts with Additional Contractors containing terms and provisions under conditions of contract which (A) are consistent compatible with the terms and provisions conditions of this Project Agreement (including Schedule 27 – Dispute Resolution Procedure), (B) to the extent that Contracting Authority has assigned responsibility and provide for such matters to Project Co pursuant to Section 11.12(a), require compliance by Additional Contractors to comply with Section 9.11(c) and all directions of Project Co in respect of any matter regarding health and safety on the relevant Site, methods and means manner of construction of the Additional Works(where applicable), and coordination and scheduling of the Additional Works and safety training in respect during the performance of the Additional Works and (C) require Additional Contractors to comply with during the instructions performance of the Project Co relating Services in those cases where IO has requested Project Co to matters of health and safety on the Site and the Lands;proceed in accordance with Section 9.11(c);
(iviii) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that coordinate such insurance is coordinated with the insurance coverage of Project Co as it affects the Works to provide seamless insurance coverage to and the Project Co Services and Contracting Authority (including, if appropriate, naming Contracting Authority and Project Co as additional insureds and/or loss payees) and, in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and
(viv) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works.
(c) In connection with the Additional Works, Project Co shall:shall, during the performance of the Works, and at the request of IO, during the performance of the Project Co Services as IO considers appropriate taking into account the nature of the Additional Works and the potential for impact on the Project Co Services:
(i) to the extent that Contracting Authority where IO has assigned responsibility for such matters to Project Co pursuant the matters referred to in Section 11.12(a), 9.11(a) and subject to the performance by Contracting Authority IO of its obligations under Sections 11.12(b)(i9.11(b)(i) and 11.12(b)(iii9.11(b)(ii), direct provide for the methods and means manner of construction (where applicable) of the Additional Works, coordinate Works and schedule the coordination and scheduling of the Additional Works with the Works and the Project Co Services to be performed under this Project Agreement, as applicable, and provide safety training in respect of the Additional Works;
(ii) subject to the performance by Contracting Authority of its obligations under Section 11.12(b)(i) and 11.12(b)(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site and the Lands, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior to Substantial Completion and, at the request of Contracting Authority exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial Completion;
(iii) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works;
(iviii) participate with Contracting Authority IO and Additional Contractors in reviewing their construction schedules when directed to do so by Contracting Authority; andIO;
(viv) where all or part of the performance of the Works or Project Co Services is affected by, by or depends upon, the completion and/or for its proper execution of execution, the Additional Works, promptly, promptly report to IO in writing and prior to proceeding with that part of the affected WorksWorks or applicable Project Co Services, report to Contracting Authority in writing any readily apparent deficiencies in the Additional Works. Failure by Project Co to so report shall invalidate any claims against Contracting Authority IO by reason of such readily apparent deficiencies; and
(v) where IO has assigned to Project Co the matters referred to in Section 9.11(a) and subject to the performance by IO of its obligations under Sections 9.11(b)(i) and 9.11(b)(ii), for the Additional Contractors and in respect to such Additional Works, assume overall responsibility for compliance with all aspects of Applicable Law relating to health and safety, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) prior to Substantial Completion at the relevant Site and, at the request of IO exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on a Site following Substantial Completion at such Site.
(d) If, in respect In the case of Additional Works carried out on the Lands prior to Substantial Completion:Completion at a Site, if:
(i) any Additional Contractors cause any damage to the Works;
(ii) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), 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 reasonable coordination, scheduling and safety instructions of Project Co regarding methods and means of construction, coordination and scheduling or safetyCo; or
(iii) subject to the performance by Project Co of its obligations under Sections 9.11(c)(i), (ii), (iii) and (v), if Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any Additional Works (other than Additional Work that is required to meet the Output Specifications and provided such Additional Works, 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 IO) then, provided such delay in the Works or additional costs are not as a result of Project Co’s failure to perform any of its obligations under Section 11.12(c) or any act or omission of Project Co or a Project Co Party, any such delay in the Works Schedule or additional costs in respect of the Works shall, subject to and in accordance with Article 31Section 37, be treated as a Delay Event and, subject to and in accordance with Article 32Section 38, be treated as a Compensation Event.
(e) 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 Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding have reciprocal obligations and IO has made commercially reasonable efforts to ensure that such provisions are included in the contracts between Contracting Authority and with the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor other contractor whose contract with Contracting Authority IO contains a binding reciprocal similar agreement to arbitrate.
(f) In connection with the Additional Works, Project Co may propose a Variation as follows:arbitrate.
(i) Project Co shall have a period of 10 Business Days following Notice notice from Contracting Authority IO of Contracting AuthorityIO’s intention to carry out such Additional Works, Works including a reasonable description of such Additional Works, Works to propose request a Variation if such Additional Works are (A) reasonably expected to void make a warranty made in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, orvoid or (B) reasonably expected to have a material negative consequence on Project Co’s ability to perform any of the Project Operations;
(ii) if Project Co has made a request for a Variation in accordance with Section 9.11(f)(i), IO shall, within 10 Business Days of 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 Project Operations for resolution in accordance with Schedule 27 - Dispute Resolution Procedure; and
(iv) where IO has, under Section 9.11(f)(ii), given notice to Project Co that it does not agree that a Variation is required, IO shall, within 10 Business Days of 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) IO shall not be entitled to withdraw any such Variation Enquiry unless IO 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 (as contemplated in Section 9.11(f)(i)) or will not result in any material negative consequence on Project Co’s ability to perform any of the 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. (g) Placing, installing, applying or connecting the Additional Works performed by Additional Contractors, on and to the Works performed by Project Co will 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.
Appears in 1 contract
Samples: Project Agreement
Additional Works.
(a) Contracting Authority HHS reserves the right to carry out Additional Works. Contracting Authority HHS may assign to Project Co responsibility for:
(i) directing the methods and means manner of construction (where applicable) of the Additional Works;
(ii) coordinating , the coordination and scheduling of the Additional Works; and/or
(iii) providing Works and the safety training in respect of the Additional Works.Works to Project Co.
(b) In connection with the Additional Works, Contracting Authority HHS shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works;
(ii) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site Site, methods and manner of construction (where applicable), and coordination and scheduling of the Additional Works with (A) the Works during the performance of the Works, and (B) at the request of HHS, with the Project Co Services during the performance of the Project Co Services as HHS considers appropriate taking into account the nature of the Additional Works and the Landspotential for impact on the Project Co Services;
(iiiii) enter into separate contracts with Additional Contractors containing terms and provisions under conditions of contract which (A) are consistent compatible with the terms and provisions conditions of this Project Agreement (including Schedule 27 – Dispute Resolution Procedure), (B) to the extent that Contracting Authority has assigned responsibility and provide for such matters to Project Co pursuant to Section 11.12(a), require compliance by Additional Contractors to comply with Section 9.6(c) and all directions of Project Co in respect of any matter regarding health and safety on the Site, methods and means manner of construction of the Additional Works(where applicable), and coordination and scheduling of the Additional Works and safety training in respect during the performance of the Additional Works and (C) require Additional Contractors to comply with during the instructions performance of the Project Co relating Services in those cases where HHS has requested Project Co to matters of health and safety on the Site and the Lands;proceed in accordance with Section 9.6(c);
(iviii) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that coordinate such insurance is coordinated with the insurance coverage of Project Co as it affects the Works to provide seamless insurance coverage to and the Project Co Services and Contracting Authority (including, if appropriate, naming Contracting Authority and Project Co as additional insureds and/or loss payees) and, in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and
(viv) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works.
(c) In connection with the Additional Works, Project Co shall:shall, during the performance of the Works, and at the request of HHS, during the performance of the Project Co Services as HHS considers appropriate taking into account the nature of the Additional Works and the potential for impact on the Project Co Services:
(i) to the extent that Contracting Authority where HHS has assigned responsibility for such matters to Project Co pursuant the matters referred to in Section 11.12(a), 9.6(a) and subject to the performance by Contracting Authority HHS of its obligations under Sections 11.12(b)(i9.6(b)(i) and 11.12(b)(iii9.6(b)(ii), direct provide for the methods and means manner of construction (where applicable) of the Additional Works, coordinate Works and schedule the coordination and scheduling of the Additional Works with the Works and the Project Co Services to be performed under this Project Agreement, as applicable, and provide safety training in respect of the Additional Works;
(ii) subject to the performance by Contracting Authority of its obligations under Section 11.12(b)(i) and 11.12(b)(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site and the Lands, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior to Substantial Completion and, at the request of Contracting Authority exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial Completion;
(iii) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works;
(iviii) participate with Contracting Authority HHS and Additional Contractors in reviewing their construction schedules when directed to do so by Contracting Authority; andHHS;
(viv) where all or part of the performance of the Works or Project Co Services is affected by, by or depends upon, the completion and/or for its proper execution of execution, the Additional Works, promptly, promptly report to HHS in writing and prior to proceeding with that part of the affected WorksWorks or applicable Project Co Services, report to Contracting Authority in writing any readily apparent deficiencies in the Additional Works. Failure by Project Co to so report shall invalidate any claims against Contracting Authority HHS by reason of such readily apparent deficiencies; and
(v) where HHS has assigned to Project Co the matters referred to in Section 9.6(a) and subject to the performance by HHS of its obligations under Sections 9.6(b)(i) and 9.6(b)(ii), for the Additional Contractors and in respect to such Additional Works, assume overall responsibility for compliance with all aspects of Applicable Law relating to health and safety, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) prior to Substantial Completion, and at the request of HHS exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site following Substantial Completion.
(d) If, in respect In the case of Additional Works carried out on the Lands prior to Substantial Completion:Completion, if:
(i) any Additional Contractors cause any damage to the Works;
(ii) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), 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 reasonable coordination, scheduling and safety instructions of Project Co regarding methods and means of construction, coordination and scheduling or safetyCo; or
(iii) subject to the performance by Project Co of its obligations under Sections 9.6(c)(i), (ii), (iii) and (v), if Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any Additional Works (other than Additional Work that is required to meet the Output Specifications and provided such Additional Works, 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 HHS) then, provided such delay in the Works or additional costs are not as a result of Project Co’s failure to perform any of its obligations under Section 11.12(c) or any act or omission of Project Co or a Project Co Party, any such delay in the Works Schedule or additional costs in respect of the Works shall, subject to and in accordance with Article 31Section 37, be treated as a Delay Event and, subject to and in accordance with Article 32Section 38, be treated as a Compensation Event.
(e) 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 Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding have reciprocal obligations and HHS has made commercially reasonable efforts to ensure that such provisions are included in the contracts between Contracting Authority and with the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor other contractor whose contract with Contracting Authority HHS contains a binding reciprocal similar agreement to arbitrate.
(f) In connection with the Additional Works, Project Co may propose a Variation as follows:arbitrate.
(i) Project Co shall have a period of 10 Business Days following Notice notice from Contracting Authority HHS of Contracting Authority’s HHS’ intention to carry out such Additional Works, Works including a reasonable description of such Additional Works, Works to propose request a Variation if such Additional Works are (A) reasonably expected to void make a warranty made in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, orvoid or (B) reasonably expected to have a material negative consequence on Project Co’s ability to perform any of the Project Operations;
(ii) if Project Co has made a request for a Variation in accordance with Section 9.6(f)(i), HHS shall, within 10 Business Days of 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 Project Operations for resolution in accordance with Schedule 27 - Dispute Resolution Procedure; and
(iv) where HHS has, under Section 9.6(f)(ii), given notice to Project Co that it does not agree that a Variation is required, HHS shall, within 10 Business Days of 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) HHS shall not be entitled to withdraw any such Variation Enquiry unless HHS 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 (as contemplated in Section 9.6(f)(i)) or will not result in any material negative consequence on Project Co’s ability to perform any of the 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.
(g) Placing, installing, applying or connecting the Additional Works performed by Additional Contractors, on and to the Works performed by Project Co will 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.
Appears in 1 contract
Samples: Project Agreement
Additional Works.
(a) Contracting Authority The College reserves the right to carry out Additional Works. Contracting Authority may The College may, at any time during the performance of the Works, assign to Project Co responsibility for:
(i) directing the methods and means of construction of the Additional Works;
(ii) coordinating Works and/or the coordination and scheduling of the Additional Works; and/or
(iii) providing Works and/or the safety training in respect of the Additional Works.Works to Project Co.
(b) In connection with the Additional Works, Contracting Authority the College shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works;
(ii) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site Site, and to the Lands;extent such matters have been assigned to Project Co pursuant to Section 11.12(a), the methods and means of construction and coordination and scheduling of the Additional Works with the Works during the performance of the Works;
(iiiii) enter into separate contracts with Additional Contractors containing terms and provisions which (A) are consistent with the terms and provisions of this Project Agreement (including Schedule 27 – Dispute Resolution Procedure), (B) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), and which require Additional Contractors to comply with all directions of Project Co in respect of any matter regarding health and safety on the Site, and to the extent such matters have been assigned to Project Co pursuant to Section 11.12(a), the methods and means of construction of the Additional Works, and coordination and scheduling of the Additional Works and safety training in respect of the Additional Works and (C) require Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the Lands;Works;
(iviii) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that such insurance is coordinated with the insurance coverage of Project Co as it affects the Works to provide seamless insurance coverage to Project Co and Contracting Authority the College (including, if appropriate, naming Contracting Authority the College and Project Co as additional insureds and/or loss payees) and, in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and
(viv) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works.
(c) In connection with the Additional Works, Project Co shall:shall during the performance of the Works:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), and subject to the performance by Contracting Authority of its obligations under Sections 11.12(b)(i) and 11.12(b)(iii), direct the methods and means of construction of the Additional Works, coordinate and schedule the Additional Works with the Works to be performed under this Project Agreement, as applicable, and provide safety training in respect of the Additional Works;
(ii) subject to the performance by Contracting Authority of its obligations under Section 11.12(b)(i) and 11.12(b)(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site prior to Substantial Completion and the Lands, including all assume and exercise the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior Act;
(ii) to Substantial Completion andthe extent the College has assigned to Project Co any or all of the matters referred to in Section 11.12(a) and subject to the performance by the College of its obligations under Sections 11.12(b)(i) and 11.12(b)(ii), at provide for the request methods and means of Contracting Authority exercised in a manner consistent construction (where applicable) of the Additional Works and the coordination and scheduling of the Additional Works with the said Act, at any time that Works to be performed under this Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial CompletionAgreement;
(iii) where all or part of the performance of the Works in accordance with the Project Agreement is affected by or depends upon, the completion and/or proper execution of the Additional Works, promptly report to the College in writing any readily apparent deficiencies in the Additional Works, prior to proceeding with the affected Works. Failure by Project Co to so report shall invalidate any claims against the College by reason of such readily apparent deficiencies;
(iv) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works;; and
(ivv) participate with Contracting Authority the College and Additional Contractors in reviewing their construction schedules when directed to do so by Contracting Authority; and
(v) where all or part of the performance of the Works is affected by, or depends upon, the completion and/or proper execution of the Additional Works, promptly, and prior to proceeding with the affected Works, report to Contracting Authority in writing 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 deficienciesCollege.
(d) If, in respect of Additional Works carried out on the Lands prior to Substantial Completion:Completion at the Site:
(i) any Additional Contractors cause any damage to the Works;
(ii) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), 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 reasonable instructions of Project Co regarding methods coordination, scheduling and/or safety and/or method and means of construction, coordination and scheduling or safety; or
(iii) if Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any such Additional Works, then, provided such delay in the Works Schedule or additional costs are not as a result of Project Co’s failure to perform any of its obligations under Section 11.12(c) or any act or omission of Project Co or a Project Co Party, any such delay in the Works Schedule or additional costs in respect of the Works shall, subject to and in accordance with Article 3130, be treated as a Delay Event and, subject to and in accordance with Article 3231, be treated as a Compensation Event.
(e) Claims, disputes, and other matters in question between Project Co and Additional Contractors (except to the extent they involve claims, disputes and other matters between Project Co and the College pursuant to this Agreement) shall be dealt with in substantially the same manner as contemplated in Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding reciprocal obligations in the contracts between Contracting Authority the College and the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor other contractor whose contract with Contracting Authority the College contains a binding reciprocal agreement to arbitrate.
(f) In connection with the Additional Works, Project Co may propose a Variation as follows:
(i) Project Co shall have a period of 10 Business Days following Notice notice from Contracting Authority the College of Contracting Authoritythe College’s intention to carry out such Additional Works, including a reasonable description of such Additional Works, to propose request a Variation if such Additional Works are (A) reasonably expected to void a warranty in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, oror (B) reasonably expected to have a material adverse effect on Project Co’s ability to perform any of the Works, including a delay in the Works or additional costs in respect of the Works;
(ii) if Project Co has requested a Variation in accordance with Section 11.12(e)(i), the College shall, within 10 Business Days of such request, either issue a Variation Enquiry or give notice to Project Co that it does not agree that a Variation is required;
(iii) subject to 11.12(d), either Party may refer the question of whether a Variation is required pursuant to Section 11.12(e) for resolution in accordance with Schedule 27 – Dispute Resolution Procedure; and where the College has given notice to Project Co that it does not agree that a Variation is required, the College shall, within 10 Business Days of 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) the College shall not be entitled to withdraw any such Variation Enquiry unless the College 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 (as contemplated in Section 11.12(e)(i)) and will not result in any material adverse effect (including material additional costs) 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 obligations under this Project Agreement, use commercially reasonable efforts to mitigate any adverse effects of such Additional Works, including with respect to increase in costs arising from any void warranty.
(f) Placing, installing, applying or connecting the Additional Works performed by Additional Contractors on and to the Works performed by Project Co will 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.
Appears in 1 contract
Samples: Project Agreement
Additional Works.
(a) Contracting Authority reserves the right to carry out Additional Works. Contracting Authority may assign to Project Co responsibility for:for:
(i) directing the methods and means of construction of the Additional Works;
(ii) coordinating and scheduling the Additional Works; and/or
(iii) providing safety training in respect of the Additional Works.
(b) In connection with the Additional Works, Contracting Authority shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a11.13(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works;Works;
(ii) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the LandsSite;
(iii) enter into separate contracts with Additional Contractors containing terms and provisions which (A) are consistent with the terms and provisions of this Project Agreement (including Schedule 27 – Dispute Resolution Procedure), (B) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a11.13(a), require Additional Contractors to comply with all directions of Project Co in respect of any matter regarding methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works and (C) require Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the Lands;Site;
(iv) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that such insurance is coordinated with the insurance coverage of Project Co as it affects the Works to provide seamless insurance coverage to Project Co and Contracting Authority (including, if appropriate, naming Contracting Authority and Project Co as additional insureds and/or loss payees) and, in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and
(v) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works.
(c) In connection with the Additional Works, Project Co shall:shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a11.13(a), and subject to the performance by Contracting Authority of its obligations under Sections 11.12(b)(i11.13(b)(i) and 11.12(b)(iii11.13(b)(iii), direct the methods and means of construction of the Additional Works, coordinate and schedule the Additional Works with the Works to be performed under this Project Agreement, as applicable, and provide safety training in respect of the Additional Works;
(ii) subject to the performance by Contracting Authority of its obligations under Section 11.12(b)(i11.13(b)(i) and 11.12(b)(iii11.13(b)(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site and the LandsSite, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior to Substantial Completion and, at the request of Contracting Authority exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial Completion;
(iii) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works;
(iv) participate with Contracting Authority and Additional Contractors in reviewing their construction schedules when directed to do so by Contracting Authority; and
(v) where all or part of the performance of the Works is affected by, or depends upon, the completion and/or proper execution of the Additional Works, promptly, and prior to proceeding with the affected Works, report to Contracting Authority in writing 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.
(d) If, in respect of Additional Works carried out on the Lands prior to Substantial Completion:Completion at the Site:
(i) any Additional Contractors cause any damage to the Works;
(ii) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a11.13(a), 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 reasonable instructions of Project Co regarding methods and means of construction, coordination and scheduling or safety; or
(iii) Project Co incurs any additional costs or there is any delay in the Works as a result of any such Additional Works, then, provided such delay in the Works or additional costs are not as a result of Project Co’s failure to perform any of its obligations under Section 11.12(c11.13(c) or any act or omission of Project Co or a Project Co Party, any such delay in the Works or additional costs in respect of the Works shall, subject to and in accordance with Article 31, be treated as a Delay Event and, subject to and in accordance with Article 32, be treated as a Compensation Event.
(e) 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 Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding reciprocal obligations in the contracts between Contracting Authority and the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor whose contract with Contracting Authority contains a binding reciprocal agreement to arbitrate.arbitrate.
(f) In connection with the Additional Works, Project Co may propose 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 propose a Variation if such Additional Works are (A) reasonably expected to void a warranty in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, oror
Appears in 1 contract
Samples: Project Agreement
Additional Works.
(a) Contracting Authority JBH reserves the right to carry out Additional Works. Contracting Authority may JBH may, at any time during the performance of the Works, assign to Project Co responsibility for:
(i) directing the methods and means of construction of the Additional Works;
(ii) coordinating Works and/or the coordination and scheduling of the Additional Works; and/or
(iii) providing Works and/or the safety training in respect of the Additional Works.Works to Project Co.
(b) In connection with the Additional Works, Contracting Authority JBH shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works;
(ii) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site Site, and to the Landsextent such matters have been assigned to Project Co pursuant to Section 11.13(a), the methods and means of construction and coordination and scheduling of the Additional Works with the Works during the performance of the Works;
(iiiii) enter into separate contracts with Additional Contractors containing terms and provisions which (A) are consistent with the terms and provisions of this Project Agreement (including Schedule 27 – Dispute Resolution Procedure), (B) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), and which require Additional Contractors to comply with all directions of Project Co in respect of any matter regarding health and safety on the Site, and to the extent such matters have been assigned to Project Co pursuant to Section 11.13(a), the methods and means of construction of the Additional Works, and coordination and scheduling of the Additional Works and safety training in respect of the Additional Works and (C) require Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the Lands;Works;
(iviii) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that such insurance is coordinated with the insurance coverage of Project Co as it affects the Works to provide seamless insurance coverage to Project Co and Contracting Authority JBH (including, if appropriate, naming Contracting Authority JBH and Project Co as additional insureds and/or loss payees) and, in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and
(viv) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works.
(c) In connection with the Additional Works, Project Co shall:shall during the performance of the Works:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), and subject to the performance by Contracting Authority of its obligations under Sections 11.12(b)(i) and 11.12(b)(iii), direct the methods and means of construction of the Additional Works, coordinate and schedule the Additional Works with the Works to be performed under this Project Agreement, as applicable, and provide safety training in respect of the Additional Works;
(ii) subject to the performance by Contracting Authority of its obligations under Section 11.12(b)(i) and 11.12(b)(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site prior to Substantial Completion and the Lands, including all assume and exercise the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior Act;
(ii) to Substantial Completion andthe extent JBH has assigned to Project Co any or all of the matters referred to in Section 11.13(a) and subject to the performance by JBH of its obligations under Sections 11.13(b)(i) and 11.13(b)(ii), at provide for the request methods and means of Contracting Authority exercised in a manner consistent construction (where applicable) of the Additional Works and the coordination and scheduling of the Additional Works with the said Act, at any time that Works to be performed under this Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial CompletionAgreement;
(iii) where all or part of the performance of the Works in accordance with the Project Agreement is affected by or depends upon, the completion and/or proper execution of the Additional Works, promptly report to JBH in writing any readily apparent deficiencies in the Additional Works, prior to proceeding with the affected Works. Failure by Project Co to so report shall invalidate any claims against JBH by reason of such readily apparent deficiencies;
(iv) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works;; and
(ivv) participate with Contracting Authority JBH and Additional Contractors in reviewing their construction schedules when directed to do so by Contracting Authority; and
(v) where all or part of the performance of the Works is affected by, or depends upon, the completion and/or proper execution of the Additional Works, promptly, and prior to proceeding with the affected Works, report to Contracting Authority in writing 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 deficienciesJBH.
(d) If, in respect of Additional Works carried out on the Lands prior to Substantial Completion:Completion at the Site:
(i) any Additional Contractors cause any damage to the Works;
(ii) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), 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 reasonable instructions of Project Co regarding methods coordination, scheduling and/or safety and/or method and means of construction, coordination and scheduling or safety; or
(iii) if Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any such Additional Works, then, provided such delay in the Works Schedule or additional costs are not as a result of Project Co’s failure to perform any of its obligations under Section 11.12(c11.13(c) or any act or omission of Project Co or a Project Co Party, any such delay in the Works Schedule or additional costs in respect of the Works shall, subject to and in accordance with Article 3130, be treated as a Delay Event and, subject to and in accordance with Article 3231, be treated as a Compensation Event.
(e) Claims, disputes, and other matters in question between Project Co and Additional Contractors (except to the extent they involve claims, disputes and other matters between Project Co and JBH pursuant to this Agreement) shall be dealt with in substantially the same manner as contemplated in Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding reciprocal obligations in the contracts between Contracting Authority JBH and the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor other contractor whose contract with Contracting Authority JBH contains a binding reciprocal agreement to arbitrate.
(f) In connection with the Additional Works, Project Co may propose a Variation as follows:arbitrate.
(i) Project Co shall have a period of 10 Business Days following Notice notice from Contracting Authority JBH of Contracting AuthorityJBH’s intention to carry out such Additional Works, including a reasonable description of such Additional Works, to propose request a Variation if such Additional Works are (A) reasonably expected to void a warranty in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, oror (B) reasonably expected to have a material adverse effect on Project Co’s ability to perform any of the Works, including a delay in the Works or additional costs in respect of the Works;
(ii) if Project Co has requested a Variation in accordance with Section 11.13(e)(i), JBH shall, within 10 Business Days of such request, either issue a Variation Enquiry or give notice to Project Co that it does not agree that a Variation is required;
(iii) subject to Section 11.13(d), either Party may refer the question of whether a Variation is required pursuant to Section 11.13(e) for resolution in accordance with Schedule 27 – Dispute Resolution Procedure; and where JBH has given notice to Project Co that it does not agree that a Variation is required, JBH shall, within 10 Business Days of 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) JBH shall not be entitled to withdraw any such Variation Enquiry unless JBH 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 (as contemplated in Section 11.13(e)(i)) and will not result in any material adverse effect (including material additional costs) 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 obligations under this Project Agreement, use commercially reasonable efforts to mitigate any adverse effects of such Additional Works, including with respect to increase in costs arising from any void warranty.
(f) Placing, installing, applying or connecting the Additional Works performed by Additional Contractors on and to the Works performed by Project Co will 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.
Appears in 1 contract
Samples: Project Agreement
Additional Works.
(a) Contracting Authority Xxxxx reserves the right to carry out Additional Works. Contracting Authority Xxxxx may assign to Project Co responsibility for:for:
(i) directing the methods and means of construction of the Additional Works;
(ii) coordinating and scheduling the Additional Works; and/or
(iii) providing safety training in respect of the Additional Works.
(b) In connection with the Additional Works, Contracting Authority Xxxxx shall:
(i) to the extent that Contracting Authority Xxxxx has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a9.6(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works;Works;
(ii) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the LandsSite;
(iii) enter into separate contracts with Additional Contractors containing terms and provisions which (A) are consistent with the terms and provisions of this Project Agreement (including Schedule 27 – Dispute Resolution Procedure), (B) to the extent that Contracting Authority Xxxxx has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a9.6(a), require Additional Contractors to comply with all directions of Project Co in respect of any matter regarding methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works and (C) require Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the Lands;Site;
(iv) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that such insurance is coordinated with the insurance coverage of Project Co as it affects the Works and the Project Co Services to provide seamless insurance coverage to Project Co and Contracting Authority Osler (including, if appropriate, naming Contracting Authority Osler and Project Co as additional insureds and/or loss payees) and, and in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and
(v) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works.
(c) In connection with the Additional Works, Project Co shall:shall:
(i) to the extent that Contracting Authority Xxxxx has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a9.6(a), and subject to the performance by Contracting Authority Xxxxx of its obligations under Sections 11.12(b)(i9.6(b)(i) and 11.12(b)(iii(iii), direct the methods and means of construction of the Additional Works, coordinate and schedule the Additional Works with the Works and/or the Project Co Services to be performed under this Project Agreement, . as applicable, and provide safety training in respect of the Additional Works;
(ii) subject to the performance by Contracting Authority Xxxxx of its obligations under Section 11.12(b)(iSections 9.6(b)(ii) and 11.12(b)(iii(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site and the LandsSite, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior to Substantial Completion and, at the request of Contracting Authority Osler exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial Completion;
(iii) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works;
(iv) participate with Contracting Authority Xxxxx and Additional Contractors in reviewing their construction schedules when directed to do so by Contracting AuthorityXxxxx; and
(v) where all or part of the performance of the Works or Project Co Services is affected by, or depends upon, the completion and/or proper execution of the Additional Works, promptly, and prior to proceeding with the affected WorksWorks and/or the applicable Project Co Services, report to Contracting Authority Xxxxx in writing any readily apparent deficiencies in the Additional Works. Failure by Project Co to so report shall invalidate any claims against Contracting Authority Xxxxx by reason of such readily apparent deficiencies.
(d) If, in respect of Additional Works carried out on the Lands prior to Substantial Completion:Completion:
(i) any Additional Contractors cause any damage to the Works;
(ii) to the extent that Contracting Authority Xxxxx has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a9.6(a), 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 reasonable instructions of Project Co regarding methods and means of construction, coordination and scheduling or safety; or
(iii) Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any such Additional Works, then, provided such delay in the Works Schedule or additional costs are is not as a result of Project Co’s failure to perform any of its obligations under Section 11.12(cSections 9.6(c) or any act or omission of Project Co or a Project Co Party, any such delay in the Works Schedule or additional costs in respect of the Works shall, subject to and in accordance with Article 31Section 37, be treated as a Delay Event and, subject to and in accordance with Article 32Section 38, be treated as a Compensation Event.
(e) 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 Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding reciprocal obligations in the contracts between Contracting Authority Xxxxx and the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor whose contract with Contracting Authority Xxxxx contains a binding reciprocal agreement to arbitrate.arbitrate.
(f) In connection with the Additional Works, Project Co may propose a Variation as follows:
(i) Project Co shall have a period of 10 Business Days following Notice notice from Contracting Authority Xxxxx of Contracting Authority’s Xxxxx’x intention to carry out such Additional Works, Works including a reasonable description of such Additional Works, Works to propose a Variation if such Additional Works are (A) reasonably expected to void a warranty in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, oror (B) reasonably expected to have a material negative effect on Project Co’s ability to perform any of the Project Operations, including a material delay in the Works or material additional costs in respect of the Works;
(ii) if Project Co has proposed a Variation in accordance with Section 9.6(f)(i), Xxxxx shall, within 10 Business Days of such proposal, 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 pursuant to Section 9.6(f)(i) for resolution in accordance with Schedule 27 – Dispute Resolution Procedure; and
(iv) where Xxxxx has, under Section 9.6(f)(ii), given notice to Project Co that it does not agree that a Variation is required, Xxxxx shall, within 10 Business Days of 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) Xxxxx shall not be entitled to withdraw any such Variation Enquiry unless Xxxxx 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 (as contemplated in Section 9.6(f)(i)) or will not result in any material negative effect (including material additional costs) on Project Co’s ability to perform any of the 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 obligations under this Project Agreement, use commercially reasonable efforts to mitigate any adverse effects of such Additional Works, including, with respect to any void or voidable warranty and any increase in costs arising therefrom.
(g) Placing, installing, applying or connecting the Additional Works performed by Additional Contractors on and to the Works performed by Project Co will not relieve Project Co from its obligations under this Project Agreement with respect to the Works, except to the extent Project Co is entitled to a Delay Event in accordance with Section 9.6(d) or as expressly described in any Variation Confirmation.
Appears in 1 contract
Samples: Project Agreement
Additional Works.
(a) Contracting Authority IO reserves the right to carry out Additional Works. Contracting Authority IO may assign to Project Co responsibility for:
(i) directing the methods and means of construction of the Additional Works;
(ii) coordinating and scheduling the Additional Works; and/or
(iii) providing safety training in respect of the Additional Works.
(b) In connection with the Additional Works, Contracting Authority shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and the safety training in respect of the Additional Works;Works to Project Co.
(iib) In connection with Additional Works, IO shall:
(i) cause Additional Contractors to comply with the instructions of Project Co relating to matters coordination and scheduling of health and safety on the Site Additional Works with the Works and the LandsProject Co Services to be performed under this Project Agreement;
(iiiii) enter into separate contracts with Additional Contractors containing terms and provisions under conditions of contract which (A) are consistent compatible with the terms and provisions conditions of this Project Agreement (including Schedule 27 – Dispute Resolution Procedure), (Band provide for compliance by such other contractors with Section 9.11(c) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), require Additional Contractors to comply with and all directions of Project Co in respect of any matter regarding methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works and (C) require Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the Lands;site safety;
(iviii) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that coordinate such insurance is coordinated with the insurance coverage of Project Co as it affects the Works to provide seamless insurance coverage to Project Co and Contracting Authority (including, if appropriate, naming Contracting Authority and Project Co as additional insureds and/or loss payees) and, Services and in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and
(viv) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works.
(c) In connection with the Additional Works, Project Co shall:shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), and subject to the performance by Contracting Authority IO of its obligations under Sections 11.12(b)(i9.11(b)(i) and 11.12(b)(iii9.11(b)(ii), direct provide for the methods coordination and means scheduling of construction of the Additional Works, coordinate and schedule the Additional Works with the Works and the Project Co Services to be performed under this Project Agreement, as applicable, and provide safety training in respect of the Additional Works;
(ii) subject to the performance by Contracting Authority of its obligations under Section 11.12(b)(i) and 11.12(b)(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site and the Lands, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior to Substantial Completion and, at the request of Contracting Authority exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial Completion;
(iii) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works;
(iviii) participate with Contracting Authority and Additional Contractors and IO in reviewing their construction schedules when directed to do so by Contracting Authority; andIO or IO agents, contractors or subcontractors;
(viv) where all or part of the performance of the Works or Services is affected by, by or depends upon, the completion and/or for its proper execution of execution, the Additional Works, promptly, promptly report to IO in writing and prior to proceeding with that part of the affected WorksWorks or applicable Services, report to Contracting Authority in writing any readily apparent deficiencies in the Additional Works. Failure by Project Co to so report shall invalidate any claims against Contracting Authority IO by reason of such readily apparent deficiencies; and
(v) subject to Section 9.5, assume overall responsibility for compliance with all aspects of Applicable Law relating to health and safety, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) prior to Substantial Completion and at any time that Project Co is acting as a ‘constructor’ on the Site following Substantial Completion.
(d) If, in respect In the case of Additional Works carried out on the Lands prior to Substantial Completion:Completion, if:
(i) any Additional Contractors cause any damage to the Works;
(ii) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), 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 reasonable coordination, scheduling and safety instructions of Project Co regarding methods and means of construction, coordination and scheduling or safetyCo; or
(iii) subject to the performance by Project Co of its obligations under Sections 9.11(c)(i), (ii), (iii) and (v), if Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any Additional Works (other than work described in the Project Agreement or the Output Specifications and performed by such Additional WorksContractors in accordance with Good Industry Practice and in accordance with the terms of their respective contracts or engagements with IO), then, provided such delay in the Works or additional costs are not as a result of Project Co’s failure to perform any of its obligations under Section 11.12(c) or any act or omission of Project Co or a Project Co Party, any such delay in the Works Schedule or additional costs in respect of the Works shall, subject to and in accordance with Article 31Section 38, be treated as a Delay Event and, subject to and in accordance with Article 32Section 39, be treated as a Compensation Event.
(e) 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 Section 8 of Schedule 27 24 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding have reciprocal obligations and IO has made commercially reasonable efforts to ensure that such provisions are included in the contracts between Contracting Authority and with the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor other contractor whose contract with Contracting Authority IO contains a binding reciprocal similar agreement to arbitrate.arbitrate.
(f) In Except as set out in Section 9.11(g), placing, installing, application and connection of the Additional Works performed by Additional Contractors, on and to the Works performed by Project Co will not relieve Project Co from the responsibility to provide and maintain the specified warranties with respect to the Works, except to the extent that the placing, installing, application or connection of such Additional Works on and to the Works performed by Project Co voids the warranty or gives rise to a claim under the warranties provided by Project Co, in which case such warranties shall not apply to such claim.
(g) Project Co shall, where it knows or reasonably ought to have known that the whole or any part of the Additional Works will void the warranty or give rise to a claim under the warranties provided by Project Co, promptly report to IO in writing prior to the applicable Additional Contractor proceeding with the Additional Works, Project Co may propose 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 propose a Variation if such Additional Works are (A) reasonably expected to void a warranty in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, or.
Appears in 1 contract
Samples: Project Agreement
Additional Works.
(a) Contracting Authority HRRH reserves the right to carry out Additional Works. Contracting Authority HRRH may assign to Project Co responsibility for:
(i) directing the methods and means manner of construction (where applicable) of the Additional Works;
(ii) coordinating , the coordination and scheduling of the Additional Works; and/or
(iii) providing Works and the safety training in respect of the Additional Works.Works to Project Co.
(b) In connection with the Additional Works, Contracting Authority HRRH shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works;
(ii) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site Site, methods and manner of construction (where applicable), and coordination and scheduling of the Additional Works with (A) the Works during the performance of the Works, and (B) at the request of HRRH, with the Project Co Services during the performance of the Project Co Services as HRRH considers appropriate taking into account the nature of the Additional Works and the Landspotential for impact on the Project Co Services;
(iiiii) enter into separate contracts with Additional Contractors containing terms and provisions under conditions of contract which (A) are consistent compatible with the terms and provisions conditions of this Project Agreement (including Schedule 27 – Dispute Resolution Procedure), (B) to the extent that Contracting Authority has assigned responsibility and provide for such matters to Project Co pursuant to Section 11.12(a), require compliance by Additional Contractors to comply with Section 9.6(c) and all directions of Project Co in respect of any matter regarding health and safety on the Site, methods and means manner of construction of the Additional Works(where applicable), and coordination and scheduling of the Additional Works and safety training in respect during the performance of the Additional Works and (C) require Additional Contractors to comply with during the instructions performance of the Project Co relating Services in those cases where HRRH has requested Project Co to matters of health and safety on the Site and the Lands;proceed in accordance with Section 9.6(c);
(iviii) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that coordinate such insurance is coordinated with the insurance coverage of Project Co as it affects the Works to provide seamless insurance coverage to and the Project Co Services and Contracting Authority (including, if appropriate, naming Contracting Authority and Project Co as additional insureds and/or loss payees) and, in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and
(viv) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works.
(c) In connection with the Additional Works, Project Co shall:shall, during the performance of the Works, and at the request of HRRH, during the performance of the Project Co Services as HRRH considers appropriate taking into account the nature of the Additional Works and the potential for impact on the Project Co Services:
(i) to the extent that Contracting Authority where HRRH has assigned responsibility for such matters to Project Co pursuant the matters referred to in Section 11.12(a), 9.6(a) and subject to the performance by Contracting Authority HRRH of its obligations under Sections 11.12(b)(i9.6(b)(i) and 11.12(b)(iii9.6(b)(ii), direct provide for the methods and means manner of construction (where applicable) of the Additional Works, coordinate Works and schedule the coordination and scheduling of the Additional Works with the Works and the Project Co Services to be performed under this Project Agreement, as applicable, and provide safety training in respect of the Additional Works;
(ii) subject to the performance by Contracting Authority of its obligations under Section 11.12(b)(i) and 11.12(b)(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site and the Lands, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior to Substantial Completion and, at the request of Contracting Authority exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial Completion;
(iii) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works;
(iviii) participate with Contracting Authority HRRH and Additional Contractors in reviewing their construction schedules when directed to do so by Contracting Authority; andHRRH;
(viv) where all or part of the performance of the Works or Project Co Services is affected by, by or depends upon, the completion and/or for its proper execution of execution, the Additional Works, promptly, promptly report to HRRH in writing and prior to proceeding with that part of the affected WorksWorks or applicable Project Co Services, report to Contracting Authority in writing any readily apparent deficiencies in the Additional Works. Failure by Project Co to so report shall invalidate any claims against Contracting Authority HRRH by reason of such readily apparent deficiencies; and
(v) where HRRH has assigned to Project Co the matters referred to in Section 9.6(a) and subject to the performance by HRRH of its obligations under Sections 9.6(b)(i) and 9.6(b)(ii), for the Additional Contractors and in respect to such Additional Works, assume overall responsibility for compliance with all aspects of Applicable Law relating to health and safety, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) prior to Substantial Completion, and at the request of HRRH exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site following Substantial Completion.
(d) If, in respect In the case of Additional Works carried out on the Lands prior to Substantial Completion:Completion, if:
(i) any Additional Contractors cause any damage to the Works;
(ii) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), 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 reasonable coordination, scheduling and safety instructions of Project Co regarding methods and means of construction, coordination and scheduling or safetyCo; or
(iii) subject to the performance by Project Co of its obligations under Sections 9.6(c)(i), (ii), (iii) and (v), if Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any Additional Works (other than Additional Work that is required to meet the Output Specifications and provided such Additional Works, 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 HRRH) then, provided such delay in the Works or additional costs are not as a result of Project Co’s failure to perform any of its obligations under Section 11.12(c) or any act or omission of Project Co or a Project Co Party, any such delay in the Works Schedule or additional costs in respect of the Works shall, subject to and in accordance with Article 31Section 37, be treated as a Delay Event and, subject to and in accordance with Article 32Section 38, be treated as a Compensation Event.
(e) 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 Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding have reciprocal obligations and HRRH has made commercially reasonable efforts to ensure that such provisions are included in the contracts between Contracting Authority and with the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor other contractor whose contract with Contracting Authority HRRH contains a binding reciprocal similar agreement to arbitrate.
(f) In connection with the Additional Works, Project Co may propose a Variation as follows:arbitrate.
(i) Project Co shall have a period of 10 Business Days following Notice notice from Contracting Authority HRRH of Contracting AuthorityHRRH’s intention to carry out such Additional Works, Works including a reasonable description of such Additional Works, Works to propose request a Variation if such Additional Works are (A) reasonably expected to void make a warranty made in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, orvoid or (B) reasonably expected to have a material negative consequence on Project Co’s ability to perform any of the Project Operations;
(ii) if Project Co has made a request for a Variation in accordance with Section 9.6(f)(i), HRRH shall, within 10 Business Days of 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 Project Operations for resolution in accordance with Schedule 27 - Dispute Resolution Procedure; and
(iv) where HRRH has, under Section 9.6(f)(ii), given notice to Project Co that it does not agree that a Variation is required, HRRH shall, within 10 Business Days of 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) HRRH shall not be entitled to withdraw any such Variation Enquiry unless HRRH 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 (as contemplated in Section 9.6(f)(i)) or will not result in any material negative consequence on Project Co’s ability to perform any of the 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.
(g) Placing, installing, applying or connecting the Additional Works performed by Additional Contractors, on and to the Works performed by Project Co will 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.
Appears in 1 contract
Samples: Project Agreement
Additional Works.
(a) Contracting Authority SMH reserves the right to carry out Additional Works. Contracting Authority may SMH may, at any time during the performance of the Works, assign to Project Co responsibility for:
(i) directing the methods and means of construction of the Additional Works;
(ii) coordinating Works and/or the coordination and scheduling of the Additional Works; and/or
(iii) providing Works and/or the safety training in respect of the Additional Works.Works to Project Co.
(b) In connection with the Additional Works, Contracting Authority SMH shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works;
(ii) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site Site, and to the Landsextent such matters have been assigned to Project Co pursuant to Section 11.13(a), the methods and means of construction and coordination and scheduling of the Additional Works with the Works during the performance of the Works;
(iiiii) enter into separate contracts with Additional Contractors containing terms and provisions which (A) are consistent with the terms and provisions of this Project Agreement (including Schedule 27 – Dispute Resolution Procedure), (B) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), and which require Additional Contractors to comply with all directions of Project Co in respect of any matter regarding health and safety on the Site, and to the extent such matters have been assigned to Project Co pursuant to Section 11.13(a), the methods and means of construction of the Additional Works, and coordination and scheduling of the Additional Works and safety training in respect of the Additional Works and (C) require Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the Lands;Works;
(iviii) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that such insurance is coordinated with the insurance coverage of Project Co as it affects the Works to provide seamless insurance coverage to Project Co and Contracting Authority SMH (including, if appropriate, naming Contracting Authority SMH and Project Co as additional insureds and/or loss payees) and, in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and
(viv) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works.
(c) In connection with the Additional Works, Project Co shall:shall during the performance of the Works:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), and subject to the performance by Contracting Authority of its obligations under Sections 11.12(b)(i) and 11.12(b)(iii), direct the methods and means of construction of the Additional Works, coordinate and schedule the Additional Works with the Works to be performed under this Project Agreement, as applicable, and provide safety training in respect of the Additional Works;
(ii) subject to the performance by Contracting Authority of its obligations under Section 11.12(b)(i) and 11.12(b)(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site prior to Substantial Completion and the Lands, including all assume and exercise the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior Act;
(ii) to Substantial Completion andthe extent SMH has assigned to Project Co any or all of the matters referred to in Section 11.13(a) and subject to the performance by SMH of its obligations under Sections 11.13(b)(i) and 11.13(b)(ii), at provide for the request methods and means of Contracting Authority exercised in a manner consistent construction (where applicable) of the Additional Works and the coordination and scheduling of the Additional Works with the said Act, at any time that Works to be performed under this Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial CompletionAgreement;
(iii) where all or part of the performance of the Works in accordance with the Project Agreement is affected by or depends upon, the completion and/or proper execution of the Additional Works, promptly report to SMH in writing any readily apparent deficiencies in the Additional Works, prior to proceeding with the affected Works. Failure by Project Co to so report shall invalidate any claims against SMH by reason of such readily apparent deficiencies;
(iv) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works;; and
(ivv) participate with Contracting Authority SMH and Additional Contractors in reviewing their construction schedules when directed to do so by Contracting Authority; and
(v) where all or part of the performance of the Works is affected by, or depends upon, the completion and/or proper execution of the Additional Works, promptly, and prior to proceeding with the affected Works, report to Contracting Authority in writing 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 deficienciesSMH.
(d) If, in respect of Additional Works carried out on the Lands prior to Substantial Completion:Completion at the Site:
(i) any Additional Contractors cause any damage to the Works;
(ii) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), 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 reasonable instructions of Project Co regarding methods coordination, scheduling and/or safety and/or method and means of construction, coordination and scheduling or safety; or
(iii) if Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any such Additional Works, then, provided such delay in the Works Schedule or additional costs are not as a result of Project Co’s failure to perform any of its obligations under Section 11.12(c11.13(c) or any act or omission of Project Co or a Project Co Party, any such delay in the Works Schedule or additional costs in respect of the Works shall, subject to and in accordance with Article 3130, be treated as a Delay Event and, subject to and in accordance with Article 3231, be treated as a Compensation Event.
(e) Claims, disputes, and other matters in question between Project Co and Additional Contractors (except to the extent they involve claims, disputes and other matters between Project Co and SMH pursuant to this Agreement) shall be dealt with in substantially the same manner as contemplated in Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding reciprocal obligations in the contracts between Contracting Authority SMH and the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor other contractor whose contract with Contracting Authority SMH contains a binding reciprocal agreement to arbitrate.arbitrate.
(f) In connection with the Additional Works, Project Co may propose a Variation as follows:
(iii) Project Co shall have a period of 10 Business Days following Notice notice from Contracting Authority SMH of Contracting AuthoritySMH’s intention to carry out such Additional Works, including a reasonable description of such Additional Works, to propose request a Variation if such Additional Works are (A) reasonably expected to void a warranty in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, oror (B) reasonably expected to have a material adverse effect on Project Co’s ability to perform any of the Works, including a delay in the Works or additional costs in respect of the Works; if Project Co has requested a Variation in accordance with Section 11.13(f)(i), SMH shall, within 10 Business Days of such request, either issue a Variation Enquiry or give notice to Project Co that it does not agree that a Variation is required;
(iii) subject to 11.13(d), either Party may refer the question of whether a Variation is required pursuant to Section 11.13(e) for resolution in accordance with Schedule 27 – Dispute Resolution Procedure; and where SMH has given notice to Project Co that it does not agree that a Variation is required, SMH shall, within 10 Business Days of 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) SMH shall not be entitled to withdraw any such Variation Enquiry unless SMH 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 (as contemplated in Section 11.13(f)(i)) and will not result in any material adverse effect (including material additional costs) 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 obligations under this Project Agreement, use commercially reasonable efforts to mitigate any adverse effects of such Additional Works, including with respect to increase in costs arising from any void warranty.
(g) Placing, installing, applying or connecting the Additional Works performed by Additional Contractors on and to the Works performed by Project Co will 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.
Appears in 1 contract
Samples: Project Agreement
Additional Works.
(a) Contracting Authority HMQ reserves the right to carry out Additional Works and the WRPS Works. Contracting Authority HMQ may assign to Project Co responsibility for:
(i) directing the methods coordination and means of construction scheduling of the Additional Works;
(ii) coordinating Works and scheduling the Additional Works; and/or
(iii) providing safety training in respect of the Additional Works.Works to Project Co.
(b) In connection with the Additional Works, Contracting Authority HMQ shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works;
(ii) cause Additional Contractors to comply with the instructions of Project Co relating to matters coordination and scheduling of health and safety on the Site Additional Works with the Works and the LandsProject Co Services to be performed under this Project Agreement;
(iiiii) enter into separate contracts with Additional Contractors containing terms and provisions under conditions of contract which (A) are consistent compatible with the terms and provisions conditions of this Project Agreement (including Schedule 27 – Dispute Resolution Procedure), (Band provide for compliance by such other contractors with Section 9.6(c) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), require Additional Contractors to comply with and all directions of Project Co in respect of any matter regarding methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works and (C) require Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the Lands;site safety;
(iviii) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that coordinate such insurance is coordinated with the insurance coverage of Project Co as it affects the Works to provide seamless insurance coverage to and the Project Co Services and Contracting Authority (including, if appropriate, naming Contracting Authority and Project Co as additional insureds and/or loss payees) and, in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and
(viv) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works.
(c) In connection with the Additional Works and the WRPS Works, Project Co shall:shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), and subject to the performance by Contracting Authority HMQ of its obligations under Sections 11.12(b)(iSection 9.6(b)(i) and 11.12(b)(iii9.6(b)(ii), direct provide for the methods coordination and means of construction scheduling of the Additional Works, coordinate Works and schedule the Additional WRPS Works with the Works and the Project Co Services to be performed under this Project Agreement, as applicable, and provide safety training in respect of the Additional Works;
(ii) subject to the performance by Contracting Authority of its obligations under Section 11.12(b)(i) and 11.12(b)(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the afford Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site and the Lands, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior to Substantial Completion and, at the request of Contracting Authority exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial Completion;
(iii) afford Additional WRPS Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works and WRPS Works;
(iviii) participate with Contracting Authority and Additional Contractors and WRPS Contractors and HMQ in reviewing their construction schedules when directed to do so by Contracting Authority; andHMQ or HMQ agents, contractors or subcontractors;
(viv) where all or part of the performance of the Works or Project Co Services is affected by, by or depends upon, the completion and/or for its proper execution of execution, the Additional Works, promptly, promptly report to HMQ in writing and prior to proceeding with that part of the affected WorksWorks or applicable Project Co Services, report to Contracting Authority in writing any readily apparent deficiencies in the Additional Works. Failure by Project Co to so report shall invalidate any claims against Contracting Authority HMQ by reason of such readily apparent deficiencies; and
(v) subject to Section 9.5, assume overall responsibility for compliance with all aspects of Applicable Law relating to health and safety, including all the responsibilities of the „constructor‟ under the Occupational Health and Safety Act (Ontario) prior to Substantial Completion and at any time that Project Co is acting as a 'constructor' on the Site following Substantial Completion.
(d) If, in respect In the case of Additional Works and WRPS Works carried out on the Lands prior to Substantial Completion:Completion, if:
(i) any Additional Contractors or WRPS Contractors cause any damage to the Works;
(ii) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), 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 reasonable instructions of Project Co regarding methods and means of construction, coordination and scheduling or safety; or
(iii) Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any such Additional WorksContractors or WRPS Contractors not complying with the coordination, thenscheduling and safety instructions of Project Co; or
(iii) subject to the performance by Project Co of its obligations under Sections 9.6(c)(i), provided such (ii), (iii) and (v), if Project Co incurs any additional costs or there is any delay in the Works or additional costs are not Schedule as a result of any Additional Works or WRPS Works (other than work described in the Project Co’s failure to perform any Agreement or the Output Specifications and performed by such Additional Contractors and WRPS Contractors in accordance with Good Industry Practice and in accordance with the terms of its obligations under Section 11.12(ctheir respective contracts or engagements with HMQ or WRPS, as applicable) or any act or omission of Project Co or a Project Co Partythen, any such delay in the Works Schedule or additional costs in respect of the Works shall, subject to and in accordance with Article 31Section 38, be treated as a Delay Event and, subject to and in accordance with Article 32Section 39, be treated as a Compensation Event.
(e) 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 Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding have reciprocal obligations and HMQ has made commercially reasonable efforts to ensure that such provisions are included in the contracts between Contracting Authority and with the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor other contractor whose contract with Contracting Authority HMQ contains a binding reciprocal similar agreement to arbitrate.arbitrate.
(f) In Except as set out in Section 9.6(g), placing, installing, application and connection of the Additional Works performed by Additional Contractors, on and to the Works performed by Project Co will not relieve Project Co from the responsibility to provide and maintain the specified warranties with respect to the Works, except to the extent that the placing, installing, application or connection of such Additional Works on and to the Works performed by Project Co voids the warranty or gives rise to a claim under warranties provided by Project Co, in which case such warranties shall not apply to such claim.
(g) Project Co shall, where it knows or reasonably ought to have known that the whole or any part of the Additional Works will void the warranty or give rise to a claim under the warranties provided by Project Co, promptly report to HMQ in writing prior to the applicable Additional Contractor proceeding with the Additional Works, Project Co may propose 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 propose a Variation if such Additional Works are (A) reasonably expected to void a warranty in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, or.
Appears in 1 contract
Samples: Project Agreement
Additional Works.
(a) Contracting Authority reserves the right to carry out Additional Works. Contracting Authority may assign to Project Co responsibility for:for:
(i) directing the methods and means of construction of the Additional Works;
(ii) coordinating and scheduling the Additional Works; and/or
(iii) providing safety training in respect of the Additional Works.
(b) In connection with the Additional Works, Contracting Authority shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a11.13(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works;Works;
(ii) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the LandsSites;
(iii) enter into separate contracts with Additional Contractors containing terms and provisions which are (A) are consistent with the terms and provisions of this Project Agreement (including Schedule 27 – Dispute Resolution Procedure), (B) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a11.13(a), require Additional Contractors to comply with all directions of Project Co in respect of any matter regarding methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works and (C) require Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the Lands;
(iv) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that such insurance is coordinated with the insurance coverage of Project Co as it affects the Works to provide seamless insurance coverage to Project Co and Contracting Authority (including, if appropriate, naming Contracting Authority and Project Co as additional insureds and/or loss payees) and, in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and
(v) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works.
(c) In connection with the Additional Works, Project Co shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), and subject to the performance by Contracting Authority of its obligations under Sections 11.12(b)(i) and 11.12(b)(iii), direct the methods and means of construction of the Additional Works, coordinate and schedule the Additional Works with the Works to be performed under this Project Agreement, as applicable, and provide safety training in respect of the Additional Works;
(ii) subject to the performance by Contracting Authority of its obligations under Section 11.12(b)(i) and 11.12(b)(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site and the Lands, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior to Substantial Completion and, at the request of Contracting Authority exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial Completion;
(iii) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works;
(iv) participate with Contracting Authority and Additional Contractors in reviewing their construction schedules when directed to do so by Contracting Authority; and
(v) where all or part of the performance of the Works is affected by, or depends upon, the completion and/or proper execution of the Additional Works, promptly, and prior to proceeding with the affected Works, report to Contracting Authority in writing 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.
(d) If, in respect of Additional Works carried out on the Lands prior to Substantial Completion:
(i) any Additional Contractors cause any damage to the Works;
(ii) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), 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 reasonable instructions of Project Co regarding methods and means of construction, coordination and scheduling or safety; or
(iii) Project Co incurs any additional costs or there is any delay in the Works as a result of any such Additional Works, then, provided such delay in the Works or additional costs are not as a result of Project Co’s failure to perform any of its obligations under Section 11.12(c) or any act or omission of Project Co or a Project Co Party, any such delay in the Works or additional costs in respect of the Works shall, subject to and in accordance with Article 31, be treated as a Delay Event and, subject to and in accordance with Article 32, be treated as a Compensation Event.
(e) 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 Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding reciprocal obligations in the contracts between Contracting Authority and the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor whose contract with Contracting Authority contains a binding reciprocal agreement to arbitrate.
(f) In connection with the Additional Works, Project Co may propose 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 propose a Variation if such Additional Works are (A) reasonably expected to void a warranty in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, or
Appears in 1 contract
Samples: Project Agreement
Additional Works.
(a) Contracting Authority The College reserves the right to carry out Additional Works. Contracting Authority The College may assign to Project Co responsibility for:for:
(i) directing the methods and means of construction of the Additional Works;
(ii) coordinating and scheduling the Additional Works; and/or
(iii) providing safety training in respect of the Additional Works.
(b) In connection with the Additional Works, Contracting Authority the College shall:
(i) to the extent that Contracting Authority the College has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works;Works;
(ii) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the LandsSite;
(iii) enter into separate contracts with Additional Contractors containing terms and provisions which which: (A) are consistent with the terms and provisions of this Project Agreement (including Schedule 27 – Dispute Resolution Procedure), ; (B) to the extent that Contracting Authority the College has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), require Additional Contractors to comply with all directions of Project Co in respect of any matter regarding the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works Works; and (C) require Additional Contractors to comply with the instructions instruction of Project Co relating to matters of health and safety on the Site and the Lands;Site;
(iv) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that such insurance is coordinated with the insurance coverage of Project Co as it affects the Works to provide seamless insurance coverage to Project Co and Contracting Authority the College (including, if appropriate, naming Contracting Authority the College and Project Co as additional insureds and/or loss payees) and, and in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and
(v) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works.
(c) In connection with the Additional Works, Project Co shall:shall:
(i) to the extent that Contracting Authority the College has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), and subject to the performance by Contracting Authority the College of its obligations under Sections 11.12(b)(i) and 11.12(b)(iii(iii), direct the methods and means of construction of the Additional Works, coordinate and schedule the Additional Works with the Works to be performed under this Project Agreement, as applicable, and provide safety training in respect of the Additional Works;
(ii) subject to the performance by Contracting Authority the College of its obligations under Section Sections 11.12(b)(i) and 11.12(b)(iii(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site and the LandsSite, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior to Substantial Completion and, at the request of Contracting Authority the College exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial Completion;
(iii) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works;
(iv) participate with Contracting Authority the College and Additional Contractors in reviewing their construction schedules when directed to do so by Contracting Authoritythe College; and
(v) where all or part of the performance of the Works is affected by, or depends upon, the completion and/or proper execution of the Additional Works, promptly, and prior to proceeding with the affected Works, report to Contracting Authority the College in writing any readily apparent deficiencies in the Additional Works. Failure by Project Co to so report shall invalidate any claims against Contracting Authority the College by reason of such readily apparent deficiencies.
(d) If, in respect of Additional Works carried out on the Lands prior to Substantial Completion:Completion:
(i) any Additional Contractors cause any damage to the Works;
(ii) to the extent that Contracting Authority the College has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), 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 reasonable instructions of Project Co regarding methods and means of construction, coordination coordination, and scheduling or safety; or
(iii) Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any such Additional Works, then, provided such delay in the Works Schedule or additional costs are is not as a result of Project Co’s failure to perform any of its obligations under Section Sections 11.12(c) or any act or omission of Project Co or a Project Co Party, any such delay in the Works Schedule or additional costs in respect of the Works shall, subject to and in accordance with Article 31Section 30, be treated as a Delay Event and, subject to and in accordance with Article 32Section 31, be treated as a Compensation Event.
(e) 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 Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding reciprocal obligations in the contracts between Contracting Authority the College and the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor whose contract with Contracting Authority the College contains a binding reciprocal agreement to arbitrate.arbitrate.
(f) In connection with the Additional Works, Project Co may propose a Variation as follows:
(i) Project Co shall have a period of 10 Business Days following Notice notice from Contracting Authority the College of Contracting Authoritythe College’s intention to carry out such Additional Works, Works including a reasonable description of such Additional Works, Works to propose a Variation if such Additional Works are (A) reasonably expected to void a warranty in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, oror (B) reasonably expected to have a material negative effect on Project Co’s ability to perform the Works including a material delay in the Works or material additional costs in respect of the Works;
(ii) if Project Co has proposed a Variation in accordance with Section 11.12(f)(i), the College shall, within 10 Business Days of such proposal, 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 pursuant to Section 11.12(f)(i) for resolution in accordance with Schedule 27 – Dispute Resolution Procedure; and
(iv) where the College has, under Section 11.12(f)(ii), given notice to Project Co that it does not agree that a Variation is required, the College shall, within 10 Business Days of 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) the College shall not be entitled to withdraw any such Variation Enquiry unless the College 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 (as contemplated in Section 11.12(f)(i)) or will not result in any material negative effect (including material additional costs) 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 obligations under this Project Agreement, use commercially reasonable efforts to mitigate any adverse effects of such Additional Works, including, with respect to any void or voidable warranty and any increase in costs arising therefrom.
(g) Placing, installing, applying or connecting the Additional Works performed by Additional Contractors, on and to the Works performed by Project Co will not relieve Project Co from its obligations under the Project Agreement with respect to the Works, except to the extent Project Co is entitled to a Delay Event in accordance with Section 11.12(d) or as expressly described in any Variation Confirmation.
Appears in 1 contract
Samples: Project Agreement
Additional Works.
(a) Contracting Authority IO reserves the right to carry out Additional Works. Contracting Authority IO may assign to Project Co responsibility for:
(i) directing the methods and means of construction of the Additional Works;
(ii) coordinating and scheduling the Additional Works; and/or
(iii) providing safety training in respect of the Additional Works.
(b) In connection with the Additional Works, Contracting Authority shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and the safety training in respect of the Additional Works;Works to Project Co.
(iib) In connection with Additional Works, IO shall:
(i) cause Additional Contractors to comply with the instructions of Project Co relating to matters coordination and scheduling of health the Additional Works with (A) the Works during the performance of the Works, and safety (B) at the request of IO, with the Project Co Services during the performance of the Project Co Services as IO considers appropriate taking into account the nature of the Additional Works and the potential for impact on the Site and the LandsProject Co Services;
(iiiii) enter into separate contracts with Additional Contractors containing terms and provisions under conditions of contract which (A) are consistent compatible with the terms and provisions conditions of this Project Agreement (including Schedule 27 – Dispute Resolution Procedure), (B) to the extent that Contracting Authority has assigned responsibility and provide for such matters to Project Co pursuant to Section 11.12(a), require compliance by Additional Contractors to comply with Section 9.11(c) and all directions of Project Co in respect of any matter regarding methods and means of construction site safety during the performance of the Additional Works, coordination Works and scheduling during the performance of the Additional Works and safety training in respect of the Additional Works and (C) require Additional Contractors to comply with the instructions of Project Co relating Services in those cases where IO has requested Project Co to matters of health and safety on the Site and the Lands;proceed in accordance with Section 9.11(c);
(iviii) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that coordinate such insurance is coordinated with the insurance coverage of Project Co as it affects the Works to provide seamless insurance coverage to Project Co and Contracting Authority (including, if appropriate, naming Contracting Authority and Project Co as additional insureds and/or loss payees) and, Services and in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and
(viv) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works.
(c) In connection with the Additional Works, Project Co shall:shall, during the performance of the Works, and at the request of IO, during the performance of the Project Co Services as IO considers appropriate taking into account the nature of the Additional Works and the potential for impact on the Project Co Services:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), and subject to the performance by Contracting Authority IO of its obligations under Sections 11.12(b)(i9.11(b)(i) and 11.12(b)(iii9.11(b)(ii), direct provide for the methods coordination and means scheduling of construction of the Additional Works, coordinate and schedule the Additional Works with the Works and the Project Co Services to be performed under this Project Agreement, as applicable, and provide safety training in respect of the Additional Works;
(ii) subject to the performance by Contracting Authority of its obligations under Section 11.12(b)(i) and 11.12(b)(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site and the Lands, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior to Substantial Completion and, at the request of Contracting Authority exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial Completion;
(iii) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works;
(iviii) participate with Contracting Authority and Additional Contractors and IO in reviewing their construction schedules when directed to do so by Contracting Authority; andIO or IO agents, contractors or subcontractors;
(viv) where all or part of the performance of the Works or Project Co Services is affected by, by or depends upon, the completion and/or for its proper execution of execution, the Additional Works, promptly, promptly report to IO in writing and prior to proceeding with that part of the affected WorksWorks or applicable Project Co Services, report to Contracting Authority in writing any readily apparent deficiencies in the Additional Works. Failure by Project Co to so report shall invalidate any claims against Contracting Authority IO by reason of such readily apparent deficiencies; and
(v) subject to Sections 9.11(a), 9.11(b)(i) and 9.11(b)(ii), assume overall responsibility for compliance with all aspects of Applicable Law relating to health and safety, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) prior to Substantial Completion and, at the request of IO exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site following Substantial Completion.
(d) If, in respect In the case of Additional Works carried out on the Lands prior to Substantial Completion:Completion, if:
(i) any Additional Contractors cause any damage to the Works;
(ii) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), 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 reasonable coordination, scheduling and safety instructions of Project Co regarding methods and means of construction, coordination and scheduling or safetyCo; or
(iii) subject to the performance by Project Co of its obligations under Sections 9.11(c)(i), (ii), (iii) and (v), if Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any Additional Works (other than work described in the Project Agreement or the Output Specifications and performed by such Additional WorksContractors in accordance with Good Industry Practice and in accordance with the terms of their respective contracts or engagements with IO), then, provided such delay in the Works or additional costs are not as a result of Project Co’s failure to perform any of its obligations under Section 11.12(c) or any act or omission of Project Co or a Project Co Party, any such delay in the Works Schedule or additional costs in respect of the Works shall, subject to and in accordance with Article 31Section 37, be treated as a Delay Event and, subject to and in accordance with Article 32Section 38, be treated as a Compensation Event.
(e) 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 Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding have reciprocal obligations and IO has made commercially reasonable efforts to ensure that such provisions are included in the contracts between Contracting Authority and with the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor other contractor whose contract with Contracting Authority IO contains a binding reciprocal similar agreement to arbitrate.arbitrate.
(f) In Except as set out in Section 9.11(g), placing, installing, application and connection of the Additional Works performed by Additional Contractors, on and to the Works performed by Project Co will not relieve Project Co from the responsibility to provide and maintain the specified warranties with respect to the Works, except to the extent that the placing, installing, application or connection of such Additional Works on and to the Works performed by Project Co gives rise to a claim under warranties provided by Project Co, in which case such warranties shall not apply to such claim.
(g) Project Co shall, where it knows or reasonably ought to have known that the whole or any part of the Additional Works will void the warranty or give rise to a claim under the warranties provided by Project Co, promptly report to IO in writing prior to the applicable Additional Contractor proceeding with the Additional Works, Project Co may propose 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 propose a Variation if such Additional Works are (A) reasonably expected to void a warranty in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, or.
Appears in 1 contract
Samples: Project Agreement
Additional Works.
(a) Contracting Authority reserves the right to carry out Additional Works. Contracting Authority may assign to Project Co responsibility for:for:
(i) directing the methods and means of construction of the Additional Works;
(ii) coordinating and scheduling the Additional Works; and/or
(iii) providing safety training in respect of the Additional Works.
(b) In connection with the Additional Works, Contracting Authority shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a11.15(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works;Works;
(ii) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site Site, methods and manner of construction (where applicable), and coordination and scheduling of the Lands;
(iii) Additional Works with the Works; enter into separate contracts with Additional Contractors containing terms and provisions which (A) are consistent with the terms and provisions of this Project Agreement (including Schedule 27 – Dispute Resolution Procedure), (B) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a11.15(a), require Additional Contractors to comply with all directions of Project Co in respect of any matter regarding methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works and (C) require Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the Lands;Site;
(iviii) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that such insurance is coordinated with the insurance coverage of Project Co as it affects the Works to provide seamless insurance coverage to Project Co and Contracting Authority (including, if appropriate, naming Contracting Authority and Project Co as additional insureds and/or loss payees) and, in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and
(viv) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works.
(c) In connection with the Additional Works, Project Co shall:shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a11.15(a), and subject to the performance by Contracting Authority of its obligations under Sections 11.12(b)(i11.15(b)(i) and 11.12(b)(iii11.15(b)(iii), direct the methods and means of construction of the Additional Works, coordinate and schedule the Additional Works with the Works to be performed under this Project Agreement, as applicable, and provide safety training in respect of the Additional Works;
(ii) subject to the performance by Contracting Authority of its obligations under Section 11.12(b)(i11.15(b)(i) and 11.12(b)(iii11.15(b)(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site and the LandsSite, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior to Substantial Completion and, at the request of Contracting Authority exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial Completion;
(iii) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works;
(iv) participate with Contracting Authority and Additional Contractors in reviewing their construction schedules when directed to do so by Contracting Authority; and
(v) where all or part of the performance of the Works is affected by, or depends upon, the completion and/or proper execution of the Additional Works, promptly, and prior to proceeding with the affected Works, report to Contracting Authority in writing 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.
(d) If, in respect of Additional Works carried out on the Lands prior to Substantial Completion:Completion at the Site:
(i) any Additional Contractors cause any damage to the Works;
(ii) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a11.15(a), 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 reasonable instructions of Project Co regarding methods and means of construction, coordination and scheduling or safety; or
(iii) Project Co incurs any additional costs or there is any delay in the Works as a result of any such Additional Works, then, provided such delay in the Works or additional costs are not as a result of Project Co’s failure to perform any of its obligations under Section 11.12(c11.15(c) or any act or omission of Project Co or a Project Co Party, any such delay in the Works or additional costs in respect of the Works shall, subject to and in accordance with Article Section 31, be treated as a Delay Event and, subject to and in accordance with Article Section 32, be treated as a Compensation Event.
(e) Claims, disputes, and other matters in question between Project Co and Additional Contractors shall be dealt with by negotiation, adjudication and/or arbitration in substantially the same a reasonably similar manner as to what is contemplated in Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding reciprocal obligations in the contracts between Contracting Authority and the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor whose contract with Contracting Authority contains a binding reciprocal agreement to arbitrate.arbitrate.
(f) In connection with the Additional Works, Project Co may propose 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 propose a Variation if such Additional Works are (A) reasonably expected to void a warranty in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, oror
Appears in 1 contract
Samples: Project Agreement
Additional Works.
(a) Contracting Authority reserves the right to carry out Additional Works. Contracting Authority may assign to Project Co responsibility for:for:
(i) directing the methods and means of construction of the Additional Works;
(ii) coordinating and scheduling the Additional Works; and/or
(iii) providing safety training in respect of the Additional Works.
(b) In connection with the Additional Works, Contracting Authority shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a11.13(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works;Works;
(ii) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the LandsSite;
(iii) enter into separate contracts with Additional Contractors containing terms and provisions which are (A) are consistent with the terms and provisions of this Project Agreement (including Schedule 27 – Dispute Resolution ProcedureProcess), (B) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a11.13(a), require Additional Contractors to comply with all directions of Project Co in respect of any matter regarding methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works and (C) require Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the Lands;
(iv) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that such insurance is coordinated with the insurance coverage of Project Co as it affects the Works to provide seamless insurance coverage to Project Co and Contracting Authority (including, if appropriate, naming Contracting Authority and Project Co as additional insureds and/or loss payees) and, in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and
(v) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works.
(c) In connection with the Additional Works, Project Co shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), and subject to the performance by Contracting Authority of its obligations under Sections 11.12(b)(i) and 11.12(b)(iii), direct the methods and means of construction of the Additional Works, coordinate and schedule the Additional Works with the Works to be performed under this Project Agreement, as applicable, and provide safety training in respect of the Additional Works;
(ii) subject to the performance by Contracting Authority of its obligations under Section 11.12(b)(i) and 11.12(b)(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site and the Lands, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior to Substantial Completion and, at the request of Contracting Authority exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial Completion;
(iii) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works;
(iv) participate with Contracting Authority and Additional Contractors in reviewing their construction schedules when directed to do so by Contracting Authority; and
(v) where all or part of the performance of the Works is affected by, or depends upon, the completion and/or proper execution of the Additional Works, promptly, and prior to proceeding with the affected Works, report to Contracting Authority in writing 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.
(d) If, in respect of Additional Works carried out on the Lands prior to Substantial Completion:
(i) any Additional Contractors cause any damage to the Works;
(ii) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), 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 reasonable instructions of Project Co regarding methods and means of construction, coordination and scheduling or safety; or
(iii) Project Co incurs any additional costs or there is any delay in the Works as a result of any such Additional Works, then, provided such delay in the Works or additional costs are not as a result of Project Co’s failure to perform any of its obligations under Section 11.12(c) or any act or omission of Project Co or a Project Co Party, any such delay in the Works or additional costs in respect of the Works shall, subject to and in accordance with Article 31, be treated as a Delay Event and, subject to and in accordance with Article 32, be treated as a Compensation Event.
(e) 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 Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding reciprocal obligations in the contracts between Contracting Authority and the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor whose contract with Contracting Authority contains a binding reciprocal agreement to arbitrate.
(f) In connection with the Additional Works, Project Co may propose 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 propose a Variation if such Additional Works are (A) reasonably expected to void a warranty in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, or
Appears in 1 contract
Samples: Project Agreement
Additional Works.
(a) Contracting Authority reserves the right to carry out Additional Works. Contracting Authority may assign to Project Co responsibility for:
(i) directing the methods and means of construction of the Additional Works;
(ii) coordinating and scheduling the Additional Works; and/or
(iii) providing safety training in respect of the Additional Works.
(b) In connection with the Additional Works, Contracting Authority shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a11.13(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works;
(ii) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the LandsSite;
(iii) enter into separate contracts with Additional Contractors containing terms and provisions which (A) are consistent with the terms and provisions of this Project Agreement (including Schedule 27 – Dispute Resolution Procedure), (B) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a11.13(a), require Additional Contractors to comply with all directions of Project Co in respect of any matter regarding methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works and (C) require Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the Lands;Site;
(iv) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that such insurance is coordinated with the insurance coverage of Project Co as it affects the Works to provide seamless insurance coverage to Project Co and Contracting Authority (including, if appropriate, naming Contracting Authority and Project Co as additional insureds and/or loss payees) and, in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and
(v) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works.
(c) In connection with the Additional Works, Project Co shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a11.13(a), and subject to the performance by Contracting Authority of its obligations under Sections 11.12(b)(i11.13(b)(i) and 11.12(b)(iii11.13(b)(iii), direct the methods and means of construction of the Additional Works, coordinate and schedule the Additional Works with the Works to be performed under this Project Agreement, as applicable, and provide safety training in respect of the Additional Works;
(ii) subject to the performance by Contracting Authority of its obligations under Section 11.12(b)(i11.13(b)(i) and 11.12(b)(iii11.13(b)(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site and the LandsSite, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior to Substantial Completion and, at the request of Contracting Authority exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial Completion;
(iii) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works;
(iv) participate with Contracting Authority and Additional Contractors in reviewing their construction schedules when directed to do so by Contracting Authority; and
(v) where all or part of the performance of the Works is affected by, or depends upon, the completion and/or proper execution of the Additional Works, promptly, and prior to proceeding with the affected Works, report to Contracting Authority in writing 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.
(d) If, in respect of Additional Works carried out on the Lands prior to Substantial Completion:Completion at the Site:
(i) any Additional Contractors cause any damage to the Works;
(ii) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a11.13(a), 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 reasonable instructions of Project Co regarding methods and means of construction, coordination and scheduling or safety; or
(iii) Project Co incurs any additional costs or there is any delay in the Works as a result of any such Additional Works, then, provided such delay in the Works or additional costs are not as a result of Project Co’s failure to perform any of its obligations under Section 11.12(c11.13(c) or any act or omission of Project Co or a Project Co Party, any such delay in the Works or additional costs in respect of the Works shall, subject to and in accordance with Article 31, be treated as a Delay Event and, subject to and in accordance with Article 32, be treated as a Compensation Event.
(e) Claims, disputes, and other matters in question between Project Co and Additional Contractors shall be dealt with by negotiation, adjudication and/or arbitration in substantially the same a reasonably similar manner as to what is contemplated in Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding reciprocal obligations in the contracts between Contracting Authority and the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor whose contract with Contracting Authority contains a binding reciprocal agreement to arbitrate.
(f) In connection with the Additional Works, Project Co may propose 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 propose a Variation if such Additional Works are (A) reasonably expected to void a warranty in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, or
Appears in 1 contract
Samples: Project Agreement
Additional Works.
(a) Contracting Authority reserves the right to carry out Additional Works. Contracting Authority may assign to Project Co responsibility for:for:
(i) directing the methods and means of construction of the Additional Works;
(ii) coordinating and scheduling the Additional Works; and/or
(iii) providing safety training in respect of the Additional Works.
(b) In connection with the Additional Works, Contracting Authority shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works;Works;
(ii) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the Lands;
(iii) enter into separate contracts with Additional Contractors containing terms and provisions which (A) are consistent with the terms and provisions of this Project Agreement (including Schedule 27 – Dispute Resolution Procedure), (B) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), require Additional Contractors to comply with all directions of Project Co in respect of any matter regarding methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works and (C) require Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the Lands;Lands;
(iv) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that such insurance is coordinated with the insurance coverage of Project Co as it affects the Works to provide seamless insurance coverage to Project Co and Contracting Authority (including, if appropriate, naming Contracting Authority and Project Co as additional insureds and/or loss payees) and, in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and
(v) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works.
(c) In connection with the Additional Works, Project Co shall:shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), and subject to the performance by Contracting Authority of its obligations under Sections 11.12(b)(i) and 11.12(b)(iii), direct the methods and means of construction of the Additional Works, coordinate and schedule the Additional Works with the Works to be performed under this Project Agreement, as applicable, and provide safety training in respect of the Additional Works;
(ii) subject to the performance by Contracting Authority of its obligations under Section 11.12(b)(i) and 11.12(b)(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site and the Lands, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior to Substantial Completion and, at the request of Contracting Authority exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial Completion;
(iii) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works;
(iv) participate with Contracting Authority and Additional Contractors in reviewing their construction schedules when directed to do so by Contracting Authority; and
(v) where all or part of the performance of the Works is affected by, or depends upon, the completion and/or proper execution of the Additional Works, promptly, and prior to proceeding with the affected Works, report to Contracting Authority in writing 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.
(d) If, in respect of Additional Works carried out on the Lands prior to Substantial Completion:Completion:
(i) any Additional Contractors cause any damage to the Works;
(ii) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), 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 reasonable instructions of Project Co regarding methods and means of construction, coordination and scheduling or safety; or
(iii) Project Co incurs any additional costs or there is any delay in the Works as a result of any such Additional Works, then, provided such delay in the Works or additional costs are not as a result of Project Co’s failure to perform any of its obligations under Section 11.12(c) or any act or omission of Project Co or a Project Co Party, any such delay in the Works or additional costs in respect of the Works shall, subject to and in accordance with Article 31, be treated as a Delay Event and, subject to and in accordance with Article 32, be treated as a Compensation Event.
(e) 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 Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding reciprocal obligations in the contracts between Contracting Authority and the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor whose contract with Contracting Authority contains a binding reciprocal agreement to arbitrate.arbitrate.
(f) In connection with the Additional Works, Project Co may propose 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 propose a Variation if such Additional Works are (A) reasonably expected to void a warranty in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, oror
Appears in 1 contract
Samples: Project Agreement
Additional Works.
(a) Contracting Authority HMQ reserves the right to carry out Additional Works. Contracting Authority HMQ may assign to Project Co responsibility for:
(i) directing the methods and means manner of construction (where applicable) of the Additional Works;
(ii) coordinating , the coordination and scheduling of the Additional Works; and/or
(iii) providing Works and the safety training in respect of the Additional Works.Works to Project Co.
(b) In connection with the Additional Works, Contracting Authority HMQ shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works;
(ii) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site Site, methods and manner of construction (where applicable), and coordination and scheduling of the LandsAdditional Works with the Works during the performance of the Works;
(iiiii) enter into separate contracts with Additional Contractors containing terms and provisions under conditions of contract which (A) are consistent compatible with the terms and provisions conditions of this Project Agreement (including Schedule 27 – Dispute Resolution Procedure), (B) to the extent that Contracting Authority has assigned responsibility and provide for such matters to Project Co pursuant to Section 11.12(a), require compliance by Additional Contractors to comply with Section 11.21(c) and all directions of Project Co in respect of any matter regarding health and safety on the Site, methods and means manner of construction of the Additional Works(where applicable), and coordination and scheduling of the Additional Works and safety training in respect during the performance of the Additional Works and (C) require Additional Contractors to comply with the instructions of in those cases where HMQ has requested Project Co relating to matters of health and safety on the Site and the Lands;proceed in accordance with Section 11.21(c);
(iviii) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that coordinate such insurance is coordinated with the insurance coverage of Project Co as it affects the Works to provide seamless insurance coverage to Project Co and Contracting Authority (including, if appropriate, naming Contracting Authority and Project Co as additional insureds and/or loss payees) and, in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and
(viv) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works.
(c) In connection with the Additional Works, Project Co shall:shall, during the performance of the Works:
(i) to the extent that Contracting Authority where HMQ has assigned responsibility for such matters to Project Co pursuant the matters referred to in Section 11.12(a), 11.21(a) and subject to the performance by Contracting Authority HMQ of its obligations under Sections 11.12(b)(i11.21(b)(i) and 11.12(b)(iii11.21(b)(ii), direct provide for the methods and means manner of construction (where applicable) of the Additional Works, coordinate Works and schedule the coordination and scheduling of the Additional Works with the Works to be performed under this Project Agreement, as applicable, and provide safety training in respect of the Additional Works;
(ii) subject to the performance by Contracting Authority of its obligations under Section 11.12(b)(i) and 11.12(b)(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site and the Lands, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior to Substantial Completion and, at the request of Contracting Authority exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial Completion;
(iii) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works;
(iviii) participate with Contracting Authority HMQ and Additional Contractors in reviewing their construction schedules when directed to do so by Contracting Authority; andHMQ;
(viv) where all or part of the performance of the Works is affected by, by or depends upon, the completion and/or for its proper execution of execution, the Additional Works, promptly, promptly report to HMQ in writing and prior to proceeding with that part of the affected Works, report to Contracting Authority in writing any readily apparent deficiencies in the Additional Works. Failure by Project Co to so report shall invalidate any claims against Contracting Authority HMQ by reason of such readily apparent deficiencies; and
(v) where HMQ has assigned to Project Co the matters referred to in Section 11.21(a) in respect of Additional Works, and subject to the performance by HMQ of its obligations under Sections 11.21(b)(i) and 11.21(b)(ii), for the Additional Contractors and in respect to such Additional Works, assume overall responsibility for compliance with all aspects of Applicable Law relating to health and safety, including all the responsibilities of the „constructor‟ under the Occupational Health and Safety Act (Ontario) prior to Substantial Completion at the Site and, at the request of HMQ 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 Substantial Completion at the Site.
(d) If, in respect In the case of Additional Works carried out on the Lands prior to Substantial Completion:Completion at the Site, if:
(i) any Additional Contractors cause any damage to the Works;
(ii) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), 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 reasonable coordination, scheduling and safety instructions of Project Co regarding methods and means of construction, coordination and scheduling or safetyCo; or
(iii) subject to the performance by Project Co of its obligations under Sections 11.21(c)(i), 11.21(c)(ii), 11.21(c)(iii) and 11.21(c)(v), if Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any Additional Works (other than Additional Works that are required to meet the Output Specifications and provided such Additional WorksWorks are performed by such Additional Contractors in accordance with Good Industry Practice and in accordance with the terms of their respective contracts or engagements with HMQ), then, provided such delay in the Works or additional costs are not as a result of Project Co’s failure to perform any of its obligations under Section 11.12(c) or any act or omission of Project Co or a Project Co Party, any such delay in the Works Schedule or additional costs in respect of the Works shall, subject to and in accordance with Article 31Section 30, be treated as a Delay Event and, subject to and in accordance with Article 32Section 31, be treated as a Compensation Event.
(e) 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 Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding have reciprocal obligations and HMQ has made commercially reasonable efforts to ensure that such provisions are included in the contracts between Contracting Authority and with the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor other contractor whose contract with Contracting Authority HMQ contains a binding reciprocal similar agreement to arbitrate.
(f) In connection with the Additional Works, Project Co may propose a Variation as follows:arbitrate.
(i) Project Co shall have a period of 10 Business Days following Notice notice from Contracting Authority HMQ of Contracting Authority’s HMQ‟s intention to carry out such Additional Works, including a reasonable description of such Additional Works, to propose request a Variation if such Additional Works are (A) reasonably expected to void make a warranty made in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, orvoid;
(ii) if Project Co has made a request for a Variation in accordance with Section 11.21(e)(i), HMQ shall, within 10 Business Days of such request, either issue a Variation Enquiry or give notice to Project Co that it does not agree that a Variation is required;
(iii) [Intentionally Deleted]; and
(iv) where HMQ has, under Section 11.21(e)(ii), given notice to Project Co that it does not agree that a Variation is required, HMQ shall, within 10 Business Days of 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) HMQ shall not be entitled to withdraw any such Variation Enquiry unless HMQ 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 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.
(f) Placing, installing, applying or connecting the Additional Works performed by Additional Contractors, on and to the Works performed by Project Co will 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.
Appears in 1 contract
Samples: Project Agreement
Additional Works.
(a) Contracting Authority SJHC reserves the right to carry out Additional Works. Contracting Authority SJHC may assign to Project Co responsibility for:
(i) directing the methods and means manner of construction (where applicable) of the Additional Works;
(ii) coordinating , the coordination and scheduling of the Additional Works; and/or
(iii) providing Works and the safety training in respect of the Additional Works.Works to Project Co.
(b) In connection with the Additional Works, Contracting Authority SJHC shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works;
(ii) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site Sites, methods and manner of construction (where applicable), and coordination and scheduling of the Additional Works with
(A) the Works during the performance of the Works, and (B) at the request of SJHC, with the Project Co Services during the performance of the Project Co Services as SJHC considers appropriate taking into account the nature of the Additional Works and the Landspotential for impact on the Project Co Services;
(iiiii) enter into separate contracts with Additional Contractors containing terms and provisions under conditions of contract which (A) are consistent compatible with the terms and provisions conditions of this Project Agreement (including Schedule 27 – Dispute Resolution Procedure), (B) to the extent that Contracting Authority has assigned responsibility and provide for such matters to Project Co pursuant to Section 11.12(a), require compliance by Additional Contractors to comply with Section 9.6(c) and all directions of Project Co in respect of any matter regarding health and safety on the Sites, methods and means manner of construction of the Additional Works(where applicable), and coordination and scheduling of the Additional Works and safety training in respect during the performance of the Additional Works and (C) require Additional Contractors to comply with during the instructions performance of the Project Co relating Services in those cases where SJHC has requested Project Co to matters of health and safety on the Site and the Lands;proceed in accordance with Section 9.6(c);
(iviii) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that coordinate such insurance is coordinated with the insurance coverage of Project Co as it affects the Works to provide seamless insurance coverage to and the Project Co Services and Contracting Authority (including, if appropriate, naming Contracting Authority and Project Co as additional insureds and/or loss payees) and, in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and
(viv) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works.
(c) In connection with the Additional Works, Project Co shall:shall, during the performance of the Works, and at the request of SJHC, during the performance of the Project Co Services as SJHC considers appropriate taking into account the nature of the Additional Works and the potential for impact on the Project Co Services:
(i) to the extent that Contracting Authority where SJHC has assigned responsibility for such matters to Project Co pursuant the matters referred to in Section 11.12(a), 9.6(a) and subject to the performance by Contracting Authority SJHC of its obligations under Sections 11.12(b)(i9.6(b)(i) and 11.12(b)(iii9.6(b)(ii), direct provide for the methods and means manner of construction (where applicable) of the Additional Works, coordinate Works and schedule the coordination and scheduling of the Additional Works with the Works and the Project Co Services to be performed under this Project Agreement, as applicable, and provide safety training in respect of the Additional Works;
(ii) subject to the performance by Contracting Authority of its obligations under Section 11.12(b)(i) and 11.12(b)(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site and the Lands, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior to Substantial Completion and, at the request of Contracting Authority exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial Completion;
(iii) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works;
(iviii) participate with Contracting Authority SJHC and Additional Contractors in reviewing their construction schedules when directed to do so by Contracting Authority; andSJHC;
(viv) where all or part of the performance of the Works or Project Co Services is affected by, by or depends upon, the completion and/or for its proper execution of execution, the Additional Works, promptly, promptly report to SJHC in writing and prior to proceeding with that part of the affected WorksWorks or applicable Project Co Services, report to Contracting Authority in writing any readily apparent deficiencies in the Additional Works. Failure by Project Co to so report shall invalidate any claims against Contracting Authority SJHC by reason of such readily apparent deficiencies; and
(v) where SJHC has assigned to Project Co the matters referred to in Section 9.6(a) and subject to the performance by SJHC of its obligations under Sections 9.6(b)(i) and 9.6(b)(ii), for the Additional Contractors and in respect to such Additional Works, assume overall responsibility for compliance with all aspects of Applicable Law relating to health and safety, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) prior to Early Occupancy Completion in respect of Works relating to the RMHC, St. Xxxxxx Facility and prior to Substantial Completion in respect of Works relating to the RMHC, London Facility and, at the request of SJHC exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Sites following Early Occupancy Completion in respect of the RMHC, St. Xxxxxx Facility and following Substantial Completion in respect of the RMHC, London Facility.
(d) If, in respect In the case of Additional Works carried out on prior to Early Occupancy Completion in respect of the Lands RMHC, St. Xxxxxx Facility and prior to Substantial Completion:Completion in respect of the RMHC, London Facility, if:
(i) any Additional Contractors cause any damage to the Works;
(ii) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), 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 reasonable coordination, scheduling and safety instructions of Project Co regarding methods and means of construction, coordination and scheduling or safetyCo; or
(iii) subject to the performance by Project Co of its obligations under Sections 9.6(c)(i), (ii), (iii) and (v), if Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any Additional Works (other than Additional Work that is required to meet the Output Specifications and provided such Additional WorksWork 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 SJHC), then, provided such delay in the Works or additional costs are not as a result of Project Co’s failure to perform any of its obligations under Section 11.12(c) or any act or omission of Project Co or a Project Co Party, any such delay in the Works Schedule or additional costs in respect of the Works shall, subject to and in accordance with Article 31Section 37, be treated as a Delay Event and, subject to and in accordance with Article 32Section 38, be treated as a Compensation Event.
(e) 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 Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding have reciprocal obligations and SJHC has made commercially reasonable efforts to ensure that such provisions are included in the contracts between Contracting Authority and with the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor other contractor whose contract with Contracting Authority SJHC contains a binding reciprocal similar agreement to arbitrate.
(f) In connection with the Additional Works, Project Co may propose a Variation as follows:arbitrate.
(i) Project Co shall have a period of 10 Business Days following Notice notice from Contracting Authority SJHC of Contracting AuthoritySJHC’s intention to carry out such Additional Works, Works including a reasonable description of such Additional Works, Works to propose request a Variation if such Additional Works are (A) reasonably expected to void make a warranty made in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, orvoid or (B) reasonably expected to have a material negative consequence on Project Co’s ability to perform any of the Project Operations;
(ii) if Project Co has made a request for a Variation in accordance with Section 9.6(f)(i), SJHC shall, within 10 Business Days of 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 Project Operations for resolution in accordance with Schedule 27 - Dispute Resolution Procedure; and
(iv) where SJHC has, under Section 9.6(f)(ii), given notice to Project Co that it does not agree that a Variation is required, SJHC shall, within 10 Business Days of 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) SJHC shall not be entitled to withdraw any such Variation Enquiry unless SJHC 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 (as contemplated in Section 9.6(f)(i)) or will not result in any material negative consequence on Project Co’s ability to perform any of the 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.
(g) Placing, installing, applying or connecting the Additional Works performed by Additional Contractors, on and to the Works performed by Project Co will 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.
Appears in 1 contract
Samples: Project Agreement
Additional Works.
(a) Contracting Authority reserves the right to carry out Additional Works. Contracting Authority may assign to Project Co responsibility for:for:
(i) directing the methods and means of construction of the Additional Works;
(ii) coordinating and scheduling the Additional Works; and/or
(iii) providing safety training in respect of the Additional Works.
(b) In connection with the Additional Works, Contracting Authority shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a11.13(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works;Works;
(ii) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the LandsSite;
(iii) enter into separate contracts with Additional Contractors containing terms and provisions which are (A) are consistent with the terms and provisions of this Project Agreement (including Schedule 27 – Dispute Resolution Procedure), (B) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a11.13(a), require Additional Contractors to comply with all directions of Project Co in respect of any matter regarding methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works and (C) require Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the Lands;Site;
(iv) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that such insurance is coordinated with the insurance coverage of Project Co as it affects the Works to provide seamless insurance coverage to Project Co and Contracting Authority (including, if appropriate, naming Contracting Authority and Project Co as additional insureds and/or loss payees) and, in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and
(v) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works.
(c) In connection with the Additional Works, Project Co shall:shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a11.13(a), and subject to the performance by Contracting Authority of its obligations under Sections 11.12(b)(i11.13(b)(i) and 11.12(b)(iii11.13(b)(iii), direct the methods and means of construction of the Additional Works, coordinate and schedule the Additional Works with the Works to be performed under this Project Agreement, as applicable, and provide safety training in respect of the Additional Works;
(ii) subject to the performance by Contracting Authority of its obligations under Section 11.12(b)(i11.13(b)(i) and 11.12(b)(iii11.13(b)(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site and the LandsSite, including all the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior to Substantial Completion and, at the request of Contracting Authority exercised in a manner consistent with the said Act, at any time that Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial Completion;
(iii) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works;
(iv) participate with Contracting Authority and Additional Contractors in reviewing their construction schedules when directed to do so by Contracting Authority; and
(v) where all or part of the performance of the Works is affected by, or depends upon, the completion and/or proper execution of the Additional Works, promptly, and prior to proceeding with the affected Works, report to Contracting Authority in writing 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.
(d) If, in respect of Additional Works carried out on the Lands prior to Substantial Completion:Completion at the Site:
(i) any Additional Contractors cause any damage to the Works;
(ii) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a11.13(a), 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 reasonable instructions of Project Co regarding methods and means of construction, coordination and scheduling or safety; or
(iii) Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any such Additional Works, then, provided such delay in the Works Schedule or additional costs are not as a result of Project Co’s failure to perform any of its obligations under Section 11.12(c11.13(c) or any act or omission of Project Co or a Project Co Party, any such delay in the Works Schedule or additional costs in respect of the Works shall, subject to and in accordance with Article 3130, be treated as a Delay Event and, subject to and in accordance with Article 3231, be treated as a Compensation Event.
(e) 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 Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding reciprocal obligations in the contracts between Contracting Authority and the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor whose contract with Contracting Authority contains a binding reciprocal agreement to arbitrate.arbitrate.
(f) In connection with the Additional Works, Project Co may propose a Variation as follows:
(i) Project Co shall have a period of 10 Business Days following Notice notice from Contracting Authority of Contracting Authority’s intention to carry out such Additional Works, including a reasonable description of such Additional Works, to propose a Variation if such Additional Works are (A) reasonably expected to void a warranty in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, oror
Appears in 1 contract
Samples: Project Agreement
Additional Works.
(a) Contracting Authority The College reserves the right to carry out Additional Works. Contracting Authority may The College may, at any time during the performance of the Works, assign to Project Co responsibility for:
(i) directing the methods and means of construction of the Additional Works;
(ii) coordinating Works and/or the coordination and scheduling of the Additional Works; and/or
(iii) providing Works and/or the safety training in respect of the Additional Works.Works to Project Co.
(b) In connection with the Additional Works, Contracting Authority the College shall:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), cause Additional Contractors to comply with the instructions of Project Co relating to the methods and means of construction of the Additional Works, coordination and scheduling of the Additional Works and safety training in respect of the Additional Works;
(ii) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site Site, and to the Landsextent such matters have been assigned to Project Co pursuant to Section 11.13(a), the methods and means of construction and coordination and scheduling of the Additional Works with the Works during the performance of the Works;
(iiiii) enter into separate contracts with Additional Contractors containing terms and provisions which (A) are consistent with the terms and provisions of this Project Agreement (including Schedule 27 – Dispute Resolution Procedure), (B) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), and which require Additional Contractors to comply with all directions of Project Co in respect of any matter regarding health and safety on the Site, and to the extent such matters have been assigned to Project Co pursuant to Section 11.13(a), the methods and means of construction of the Additional Works, and coordination and scheduling of the Additional Works and safety training in respect of the Additional Works and (C) require Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site and the Lands;Works;
(iviii) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that such insurance is coordinated with the insurance coverage of Project Co as it affects the Works to provide seamless insurance coverage to Project Co and Contracting Authority the College (including, if appropriate, naming Contracting Authority the College and Project Co as additional insureds and/or loss payees) and, in any event, such insurance shall provide for commercial general liability insurance of not less than $[REDACTED]; and
(viv) take all necessary steps to avoid labour disputes or other disputes on the Project arising from the Additional Works.
(c) In connection with the Additional Works, Project Co shall:shall during the performance of the Works:
(i) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), and subject to the performance by Contracting Authority of its obligations under Sections 11.12(b)(i) and 11.12(b)(iii), direct the methods and means of construction of the Additional Works, coordinate and schedule the Additional Works with the Works to be performed under this Project Agreement, as applicable, and provide safety training in respect of the Additional Works;
(ii) subject to the performance by Contracting Authority of its obligations under Section 11.12(b)(i) and 11.12(b)(iii), in respect of the Expansion Infrastructure, assume overall responsibility for compliance by the Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site prior to Substantial Completion and the Lands, including all assume and exercise the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in accordance with such Act prior Act;
(ii) to Substantial Completion andthe extent the College has assigned to Project Co any or all of the matters referred to in Section 11.13(a) and subject to the performance by the College of its obligations under Sections 11.13(b)(i) and 11.13(b)(ii), at provide for the request methods and means of Contracting Authority exercised in a manner consistent construction (where applicable) of the Additional Works and the coordination and scheduling of the Additional Works with the said Act, at any time that Works to be performed under this Project Co is acting as a ‘constructor’ on the Site or the Lands following Substantial CompletionAgreement;
(iii) where all or part of the performance of the Works in accordance with the Project Agreement is affected by or depends upon, the completion and/or proper execution of the Additional Works, promptly report to the College in writing any readily apparent deficiencies in the Additional Works, prior to proceeding with the affected Works. Failure by Project Co to so report shall invalidate any claims against the College by reason of such readily apparent deficiencies;
(iv) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works;; and
(ivv) participate with Contracting Authority the College and Additional Contractors in reviewing their construction schedules when directed to do so by Contracting Authority; and
(v) where all or part of the performance of the Works is affected by, or depends upon, the completion and/or proper execution of the Additional Works, promptly, and prior to proceeding with the affected Works, report to Contracting Authority in writing 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 deficienciesCollege.
(d) If, in respect of Additional Works carried out on the Lands prior to Substantial Completion:Completion at the Site:
(i) any Additional Contractors cause any damage to the Works;
(ii) to the extent that Contracting Authority has assigned responsibility for such matters to Project Co pursuant to Section 11.12(a), 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 reasonable instructions of Project Co regarding methods coordination, scheduling and/or safety and/or method and means of construction, coordination and scheduling or safety; or
(iii) if Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any such Additional Works, then, provided such delay in the Works Schedule or additional costs are not as a result of Project Co’s failure to perform any of its obligations under Section 11.12(c11.13(c) or any act or omission of Project Co or a Project Co Party, any such delay in the Works Schedule or additional costs in respect of the Works shall, subject to and in accordance with Article 3130, be treated as a Delay Event and, subject to and in accordance with Article 3231, be treated as a Compensation Event.
(e) Claims, disputes, and other matters in question between Project Co and Additional Contractors (except to the extent they involve claims, disputes and other matters between Project Co and the College pursuant to this Agreement) shall be dealt with in substantially the same manner as contemplated in Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding reciprocal obligations in the contracts between Contracting Authority the College and the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any Additional Contractor other contractor whose contract with Contracting Authority the College contains a binding reciprocal agreement to arbitrate.
(f) In connection with the Additional Works, Project Co may propose a Variation as follows:arbitrate.
(i) Project Co shall have a period of 10 Business Days following Notice notice from Contracting Authority the College of Contracting Authoritythe College’s intention to carry out such Additional Works, including a reasonable description of such Additional Works, to propose request a Variation if such Additional Works are (A) reasonably expected to void a warranty in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, oror (B) reasonably expected to have a material adverse effect on Project Co’s ability to perform any of the Works, including a delay in the Works or additional costs in respect of the Works;
(ii) if Project Co has requested a Variation in accordance with Section 11.13(e)(i), the College shall, within 10 Business Days of such request, either issue a Variation Enquiry or give notice to Project Co that it does not agree that a Variation is required;
(iii) subject to 11.13(d), either Party may refer the question of whether a Variation is required pursuant to Section 11.13(e) for resolution in accordance with Schedule 27 – Dispute Resolution Procedure; and where the College has given notice to Project Co that it does not agree that a Variation is required, the College shall, within 10 Business Days of 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) the College shall not be entitled to withdraw any such Variation Enquiry unless the College 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 (as contemplated in Section 11.13(e)(i)) and will not result in any material adverse effect (including material additional costs) 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 obligations under this Project Agreement, use commercially reasonable efforts to mitigate any adverse effects of such Additional Works, including with respect to increase in costs arising from any void warranty.
(f) Placing, installing, applying or connecting the Additional Works performed by Additional Contractors on and to the Works performed by Project Co will 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.
Appears in 1 contract
Samples: Project Agreement
