Common use of Contractor’s Covenants Clause in Contracts

Contractor’s Covenants. 13.1 The Contractor will: (a) observe, abide by and comply with all laws, by-laws, orders, directions, rules and regulations of any competent Government Authority or branch or agency thereof directly or indirectly applicable to the Contractor under this Agreement, or the Services to be performed under this Agreement including but not limited to local municipal bylaws, the Motor Vehicle Act and Regulations, the Workers Compensation Act and the OHS Regulation, the Safety Standards Act and the Electrical Safety Regulation B.C. Reg 100/2004, the Transportation Act, and the Canadian Electrical Code, whether directly or indirectly applicable to the Contractor or this Agreement, including by ensuring that the provision of and performance of the Services, complies with all such laws, by-laws, orders, directions, rules and regulations; (b) ensure that the representations and warranties set forth in Article 2 are true and correct at all times during the Term and provide evidence to that effect to the Province on the written request of the Province; (c) maintain its corporate existence and carry on and conduct its business in a proper business-like manner in accordance with good business practice and keep or cause to be kept proper books of account in accordance with generally accepted accounting principles or international financial reporting standards, whichever is applicable to the Contractor, applied on a consistent basis; (d) not commit any act of bankruptcy, become an insolvent person or otherwise cease to function as a going concern, make an assignment for the benefit of its creditors, adopt any plan in connection with (or otherwise permit) the dissolution, liquidation, winding up, bankruptcy or reorganization of the Contractor, or attempt to avail itself of any applicable law relating to insolvent debtors; (e) within 15 days of the delivery of a written demand from the Province, provide the Province with such information and documents with respect to the affairs of the Contractor as the Province may reasonably request; (f) punctually pay as they become due all accounts, expenses, wages, salaries, taxes, levies, rates, fees, contributions and assessments required to be paid by it on any of its undertaking in connection to this Agreement; (g) observe, perform and comply with each covenant and agreement on its part contained in this Agreement; (h) provide and maintain all financial management and technical expertise necessary for the Contractor to carry out its obligations under this Agreement; (i) co-operate with the Province, the Highway Maintenance Contractor and any other contractors providing services to the Province in the Electrical Service Area and in areas adjacent to the Electrical Service Area to ensure that the Contractor provides the Services in a manner that is compatible with the services provided by the Province and these third parties. This cooperation includes but is not limited to lock-out procedures; (j) apply its best efforts and will work in close cooperation and harmony with the Province and will meet or exceed the Specifications and performance time frames included in the Specifications, free of Deficiencies (as defined in Schedule 1 ("Specifications")) and through competent staff, all to the satisfaction of the Province; (k) continually train its staff: (i) in the safe operation of electrical maintenance services equipment and facilities to the satisfaction of the Province including but not limited to ensuring that during the first Contract Year any of the Contractor’s staff working on traffic signal equipment are IMSA (International Municipal Signal Association) Traffic Signal Level 1 certified, and that during the remainder of the Term of the Agreement any such staff are IMSA Traffic Signal Level 2 certified; and (ii) for new technology, changing methods and changing means for providing the Routine Maintenance Services; (l) provide and maintain at all times sufficient staff, facilities wherein no less than one maintenance facility shall be in the Service Area, materials, appropriate equipment within the Electrical Service Area and approved subcontract agreements in place and available to it as required to fully perform the Services, and in no event will the level of resources deployed in the field and ready to respond be less than what is required to supply the Additional and Routine Maintenance Services; (m) ensure that all Operational Vehicles and Equipment (as that term is defined in Schedule 11 ("Equipment Fleet Operations Policy") meet all requirements of Schedule 11 ("Equipment Fleet Operations Policy"), and such other policy directives of the Province delivered to the Contractor from time to time; (n) with respect to the Contractor, any Subcontractors and any hired equipment operators involved in the performance of Services, ensure that; (i) such persons maintain a minimum NSC safety rating of “satisfactory” or “satisfactory unaudited”; and (ii) such persons and their drivers comply with the requirements of section 37.12 of the MVAR; (o) with respect to the Contractor, ensure that, if at least 10% of the vehicles operating under the Contractor’s NSC certificate number are subject to a CVSA inspection, the results of such inspections shall not be greater than a 20% out of service (OOS) rate for mechanical safety violations over any 12 month period; (p) notwithstanding any limitation in the OHS Regulation which would exempt the Contractor from the requirement to initiate and at all times maintain an occupational health and safety program, initiate and at all time maintain the Safety Program in connection with the Services and this Agreement, and ensure that the Safety Program: (i) is designed to prevent injuries and occupational diseases within the contemplation of the Workers Compensation Act and the OHS Regulation; (ii) provides for the establishment and maintenance of a system or process to ensure compliance with the Workers Compensation Act and the OHS Regulation in respect of the Services and this Agreement; and (iii) satisfies the requirements of an occupational health and safety program under the (q) subject to Article 6, discharge the responsibilities of the Prime Contractor under the Workers Compensation Act and the OHS Regulation, in connection with the Services and this Agreement; (r) upon receipt of the Province’s written notice under Article 6.3, cooperate in good faith with the contractor appointed the Prime Contractor for the location and the period of time described in the Province’s notice, including the coordination of health and safety activities; (s) perform all of the Contractor’s obligations included in the Specifications; (t) no later than 30 days prior to the Commencement Date, provide to the Province all of the Contractor information specified in Schedule 18 (“Contractor Details”) with respect to a corporate Contractor, a Contractor that is a partnership and each corporate partner of a Contractor that is a partnership, and a Contractor that is a joint venture, and each joint venture member; (u) no later than 30 days prior to the Commencement Date, provide to the Province an executed Privacy Protection Schedule in the format specified in Schedule 17 ("Privacy Protection"); (v) provide a toll-free telephone number which the public can use to contact the Contractor, and which will be manned or monitored by the Contractor 24 hours a day, seven days a week; (w) at all times promptly address, investigate and perform corrective maintenance as required, arising from Services complaints from members of the public, regulatory agencies, police authorities, local governments and the province of British Columbia and track same for the purpose of identifying trends and informing the Province of those trends; (x) submit its traffic management plan, to the standards of the Traffic Management Guidelines, to the local District Manager of Transportation (DMT) for preapproval prior to the commencement of Services in which there will be a road or lane closure and upload an update(s) to DriveBC; (y) contact and accept direction of the Ministry's local avalanche technician prior to commencing Services in an avalanche zone where the hazard is posted as "low" or greater; (z) provide accurate infrastructure locates to third parties as part of the Contractor's Routine Maintenance Services and the Contractor will also confirm the infrastructure locates prior to commencement of its own work; (aa) create and maintain an inventory of all electrical inventory in the Electrical Service Area, in compliance with the reporting requirements set out in Article 19; and (bb) no later than 30 days upon completion and prior to payment of invoice, provide record drawings of modifications or amendments to Inventory for both Routine Maintenance Services, and for Additional Services in hardcopy to the Ministry Representative listed at Section 25.1 and Electrical Engineering at XXXX.XxxxxxxxxxxxxXXXXxxxxxxx@xxx.xx.xx (or such other email addresses that the Province may notify the Contractor in writing from time to time). For clarity, these record drawings need not be signed and sealed by a professional engineer

Contractor’s Covenants. 13.1 12.1 The Contractor will: (a) observe, abide by and comply with all laws, by-laws, orders, directions, rules and regulations of any competent Government Authority or branch or agency thereof directly or indirectly applicable to the Contractor under this Agreement, or the Services to be performed under this Agreement including but not limited to local municipal bylaws, the Motor Vehicle Act and Regulations, the Workers Compensation Act and the OHS Regulation, the Safety Standards Act and the Electrical Safety Regulation B.C. Reg 100/2004, the Transportation Act, and the Canadian Electrical CodeCode and the Electrical Safety Act, whether directly or indirectly applicable to the Contractor or this Agreement, including by ensuring that the provision of and performance of the Services, complies with all such laws, by-laws, orders, directions, rules and regulations; (b) ensure that the representations and warranties set forth in Article 2 are true and correct at all times during the Term and provide evidence to that effect to the Province on the written request of the Province; (c) maintain its corporate existence and carry on and conduct its business in a proper business-like manner in accordance with good business practice and keep or cause to be kept proper books of account in accordance with generally accepted accounting principles or international financial reporting standards, whichever is applicable to the Contractor, applied on a consistent basis; (d) not commit any act of bankruptcy, become an insolvent person or otherwise cease to function as a going concern, make an assignment for the benefit of its creditors, adopt any plan in connection with (or otherwise permit) the dissolution, liquidation, winding up, bankruptcy or reorganization of the Contractor, or attempt to avail itself of any applicable law relating to insolvent debtors; (e) within 15 days of the delivery of a written demand from the Province, provide the Province with such information and documents with respect to the affairs of the Contractor as the Province may reasonably request;the (fe) punctually pay as they become due all accounts, expenses, wages, salaries, taxes, levies, rates, fees, contributions and assessments required to be paid by it on any of its undertaking in connection to this Agreement; (gf) observe, perform and comply with each covenant and agreement on its part contained in this Agreement; (hg) provide and maintain all financial management and technical expertise necessary for the Contractor to carry out its obligations under this Agreement; (ih) co-operate with the Province, the Highway Maintenance Contractor and any other contractors providing services to the Province in the Electrical Service Area and in areas adjacent to the Electrical Service Area to ensure that the Contractor provides the Services in a manner that is compatible with the services provided by the Province and these third parties. This cooperation includes but is not limited to lock-out procedures; (ji) apply its best efforts and will work in close cooperation and harmony with the Province and will meet or exceed the Specifications and performance time frames included in the Specifications, free of Deficiencies (as defined in Schedule 1 ("Specifications")) defects or deficiencies and through competent staff, all to the satisfaction of the Province; (kj) continually train its staff: (i) staff in the safe operation of electrical maintenance services equipment and facilities to the satisfaction of the Province including but not limited to ensuring that during the first Contract Year any of the Contractor’s staff working on traffic signal equipment are IMSA (International Municipal Signal Association) Traffic Signal Level 1 certified, and that during the remainder of the Term of the Agreement any such staff are IMSA Traffic Signal Level 2 certified; and (ii) for new technology, changing methods and changing means for providing the Routine Maintenance Services; (lk) provide and maintain at all times sufficient staff, facilities wherein no less than one maintenance facility shall be in the Service Areafacilities, materials, appropriate equipment within the Electrical Service Area and approved subcontract agreements in place and available to it as required to fully perform the Services, and in no event will the level of resources deployed in the field and ready to respond be less than what is required to supply the Additional and Routine Maintenance Services; (ml) ensure that all Operational Vehicles and Equipment (as that term is defined in Schedule 11 ("“Equipment Fleet Operations Policy"”) meet all requirements of Schedule 11 ("Equipment Fleet Operations Policy"), and such other policy directives of the Province delivered to the Contractor from time to time; (n) with respect to the Contractor, any Subcontractors and any hired equipment operators involved in the performance of Services, ensure that; (i) such persons maintain a minimum NSC safety rating of “satisfactory” or “satisfactory unaudited”; and (ii) such persons and their drivers comply with the requirements of section 37.12 of the MVAR; (o) with respect to the Contractor, ensure that, if at least 10% of the vehicles operating under the Contractor’s NSC certificate number are subject to a CVSA inspection, the results of such inspections shall not be greater than a 20% out of service (OOS) rate for mechanical safety violations over any 12 month period; (pm) notwithstanding any limitation in the OHS Regulation which would exempt the Contractor from the requirement to initiate and at all times maintain an occupational health and safety program, initiate and at all time maintain the Safety Program in connection with the Services and this Agreement, and ensure that the Safety Program: (i) is designed to prevent injuries and occupational diseases within the contemplation of the Workers Compensation Act and the OHS Regulation; (ii) provides for the establishment and maintenance of a system or process to ensure compliance with the Workers Compensation Act and the OHS Regulation in respect of the Services and this Agreement; andensure (iii) satisfies the requirements of an occupational health and safety program under the (qn) subject to Article 6Articles 5, discharge the responsibilities of the Prime Contractor under the Workers Compensation Act and the OHS Regulation, in connection with the Services and this Agreement; (ro) upon receipt of the Province’s written notice under Article 6.35.3, cooperate in good faith with the contractor appointed the Prime Contractor for the location and the period of time described in the Province’s notice, including the coordination of health and safety activities; (sp) perform all of the Contractor’s obligations included in the Specifications; (tq) no later than 30 days prior to the Commencement Date, provide to the Province all of the Contractor information specified in Schedule 18 (“"Contractor Details”") with respect to a corporate Contractor, a Contractor that is a partnership and each corporate partner of a Contractor that is a partnership, and a Contractor that is a joint venture, and each joint venture member; (ur) no later than 30 days prior to the Commencement Date, provide to the Province an executed Privacy Protection Schedule in the format specified in Schedule 17 ("“Privacy Protection"”); (vs) provide a tolltoll free “1-free 800” telephone number which the public can use to contact the Contractor, Contractor and which will be manned or monitored by the Contractor 24 hours a day, seven days a week; (wt) at all times promptly address, investigate and perform corrective maintenance as required, arising from respond to Services complaints from members of the public, regulatory agencies, police authorities, local governments and the province of British Columbia and track same for the purpose of identifying trends and informing the Province of those trends; (xu) submit its traffic management plan, to the standards of the Traffic Management Guidelines, plan to the local District Manager of Transportation (DMT) for preapproval prior to the commencement of Services in which there will be a road or lane closure and upload an update(s) to DriveBCclosure; (yv) contact and accept direction of the Ministry's local avalanche technician prior to commencing Services in an avalanche zone where the hazard is posted as "low" or greater; (zw) provide accurate infrastructure locates to third parties as part of the Contractor's Routine Maintenance Services and the Contractor will also confirm the infrastructure locates prior to commencement of its own work; (aa) create and maintain an inventory of all electrical inventory in the Electrical Service Area, in compliance with the reporting requirements set out in Article 19; and (bbx) no later than 30 days upon completion and prior to payment of invoice, provide record drawings of modifications or amendments to Inventory for both Routine Maintenance Services, Services and for Additional Services in hardcopy to the Ministry Representative listed at Section 25.1 and Electrical Engineering at XXXX.XxxxxxxxxxxxxXXXXxxxxxxx@xxx.xx.xx (or such other email addresses that the Province may notify the Contractor in writing from time to time)hardcopy. For clarity, these record drawings need not be signed and sealed by a professional engineer.

Contractor’s Covenants. 13.1 The Contractor will: (a) observe, abide by and comply with all laws, by-laws, orders, directions, rules and regulations of any competent Government Authority or branch or agency thereof directly or indirectly applicable to the Contractor under this Agreement, or the Services to be performed under this Agreement including but not limited to local municipal bylaws, the Motor Vehicle Act and Regulations, the Workers Compensation Act and the OHS Regulation, the Safety Standards Act and the Electrical Safety Regulation B.C. Reg 100/2004, the Transportation Act, and the Canadian Electrical Code, whether directly or indirectly applicable to the Contractor or this Agreement, including by ensuring that the provision of and performance of the Services, complies with all such laws, by-laws, orders, directions, rules and regulations; (b) ensure that the representations and warranties set forth in Article 2 are true and correct at all times during the Term and provide evidence to that effect to the Province on the written request of the Province; (c) maintain its corporate existence and carry on and conduct its business in a proper business-like manner in accordance with good business practice and keep or cause to be kept proper books of account in accordance with generally accepted accounting principles or international financial reporting standards, whichever is applicable to the Contractor, applied on a consistent basis; (d) not commit any act of bankruptcy, become an insolvent person or otherwise cease to function as a going concern, make an assignment for the benefit of its creditors, adopt any plan in connection with (or otherwise permit) the dissolution, liquidation, winding up, bankruptcy or reorganization of the Contractor, or attempt to avail itself of any applicable law relating to insolvent debtors; (e) within 15 days of the delivery of a written demand from the Province, provide the Province with such information and documents with respect to the affairs of the Contractor as the Province may reasonably request; (f) punctually pay as they become due all accounts, expenses, wages, salaries, taxes, levies, rates, fees, contributions and assessments required to be paid by it on any of its undertaking in connection to this Agreement; (g) observe, perform and comply with each covenant and agreement on its part contained in this Agreement; (h) provide and maintain all financial management and technical expertise necessary for the Contractor to carry out its obligations under this Agreement; (i) co-operate with the Province, the Highway Maintenance Contractor and any other contractors providing services to the Province in the Electrical Service Area and in areas adjacent to the Electrical Service Area to ensure that the Contractor provides the Services in a manner that is compatible with the services provided by the Province and these third parties. This cooperation includes but is not limited to lock-out procedures; (j) apply its best efforts and will work in close cooperation and harmony with the Province and will meet or exceed the Specifications and performance time frames included in the Specifications, free of Deficiencies (as defined in Schedule 1 ("Specifications")) and through competent staff, all to the satisfaction of the Province; (k) continually train its staff: (i) in the safe operation of electrical maintenance services equipment and facilities to the satisfaction of the Province including but not limited to ensuring that during the first Contract Year any of the Contractor’s staff working on traffic signal equipment are IMSA (International Municipal Signal Association) Traffic Signal Level 1 certified, and that during the remainder of the Term of the Agreement any such staff are IMSA Traffic Signal Level 2 certified; and (ii) for new technology, changing methods and changing means for providing the Routine Maintenance Services; (l) provide and maintain at all times sufficient staff, facilities wherein no less than one maintenance facility shall be in the Service Areafacilities, materials, appropriate equipment within the Electrical Service Area and approved subcontract agreements in place and available to it as required to fully perform the Services, and in no event will the level of resources deployed in the field and ready to respond be less than what is required to supply the Additional and Routine Maintenance Services; (m) ensure that all Operational Vehicles and Equipment (as that term is defined in Schedule 11 ("Equipment Fleet Operations Policy") meet all requirements of Schedule 11 ("Equipment Fleet Operations Policy"), and such other policy directives of the Province delivered to the Contractor from time to time; (n) with respect to the Contractor, any Subcontractors and any hired equipment operators involved in the performance of Services, ensure that; (i) such persons maintain a minimum NSC safety rating of “satisfactory” or “satisfactory unaudited”; and (ii) such persons and their drivers comply with the requirements of section 37.12 of the MVAR; (o) with respect to the Contractor, ensure that, if at least 10% of the vehicles operating under the Contractor’s NSC certificate number are subject to a CVSA inspection, the results of such inspections shall not be greater than a 20% out of service (OOS) rate for mechanical safety violations over any 12 month period; (p) notwithstanding any limitation in the OHS Regulation which would exempt the Contractor from the requirement to initiate and at all times maintain an occupational health and safety program, initiate and at all time maintain the Safety Program in connection with the Services and this Agreement, and ensure that the Safety Program: (i) is designed to prevent injuries and occupational diseases within the contemplation of the Workers Compensation Act and the OHS Regulation; (ii) provides for the establishment and maintenance of a system or process to ensure compliance with the Workers Compensation Act and the OHS Regulation in respect of the Services and this Agreement; and (iii) satisfies the requirements of an occupational health and safety program under the (q) subject to Article 6, discharge the responsibilities of the Prime Contractor under the Workers Compensation Act and the OHS Regulation, in connection with the Services and this Agreement; (r) upon receipt of the Province’s written notice under Article 6.3, cooperate in good faith with the contractor appointed the Prime Contractor for the location and the period of time described in the Province’s notice, including the coordination of health and safety activities; (s) perform all of the Contractor’s obligations included in the Specifications; (t) no later than 30 days prior to the Commencement Date, provide to the Province all of the Contractor information specified in Schedule 18 (“Contractor Details”) with respect to a corporate Contractor, a Contractor that is a partnership and each corporate partner of a Contractor that is a partnership, and a Contractor that is a joint venture, and each joint venture member; (u) no later than 30 days prior to the Commencement Date, provide to the Province an executed Privacy Protection Schedule in the format specified in Schedule 17 ("Privacy Protection"); (v) provide a toll-free telephone number which the public can use to contact the Contractor, and which will be manned or monitored by the Contractor 24 hours a day, seven days a week; (w) at all times promptly address, investigate and perform corrective maintenance as required, arising from Services complaints from members of the public, regulatory agencies, police authorities, local governments and the province of British Columbia and track same for the purpose of identifying trends and informing the Province of those trends; (x) submit its traffic management plan, to the standards of the Traffic Management Guidelines, to the local District Manager of Transportation (DMT) for preapproval prior to the commencement of Services in which there will be a road or lane closure and upload an update(s) to DriveBC; (y) contact and accept direction of the Ministry's local avalanche technician prior to commencing Services in an avalanche zone where the hazard is posted as "low" or greater; (z) provide accurate infrastructure locates to third parties as part of the Contractor's Routine Maintenance Services and the Contractor will also confirm the infrastructure locates prior to commencement of its own work; (aa) create and maintain an inventory of all electrical inventory in the Electrical Service Area, in compliance with the reporting requirements set out in Article 19; and (bb) no later than 30 days upon completion and prior to payment of invoice, provide record drawings of modifications or amendments to Inventory for both Routine Maintenance Services, and for Additional Services in hardcopy to the Ministry Representative listed at Section 25.1 and Electrical Engineering at XXXX.XxxxxxxxxxxxxXXXXxxxxxxx@xxx.xx.xx (or such other email addresses that the Province may notify the Contractor in writing from time to time). For clarity, these record drawings need not be signed and sealed by a professional engineer

Contractor’s Covenants. 13.1 11.1 The Contractor willshall: (a) observe, abide by and comply with all laws, by-laws, orders, directions, rules and regulations (including, but not limited to, those related to the environment or to occupational health and safety, including the Workers Compensation Act, and the OHS Regulation) of any competent Government Authority government authority or branch or agency thereof directly or indirectly applicable to the Contractor under Contractor, this Agreement, or the Services to be performed under this Agreement including but not limited to local municipal bylaws, the Motor Vehicle Act and Regulations, the Workers Compensation Act and the OHS Regulation, the Safety Standards Act and the Electrical Safety Regulation B.C. Reg 100/2004, the Transportation Act, and the Canadian Electrical Code, whether directly or indirectly applicable to the Contractor or this Agreement, including by ensuring that the provision of and performance of the Services, complies with all such laws, by-laws, orders, directions, rules and regulations; (b) ensure that the representations and warranties set forth out in Article 2 of this Agreement are true and correct at all times during the Term and provide evidence to that effect to the Province promptly on the written request of the Province; (c) maintain its corporate existence and carry on and conduct its business in a proper business-like manner in accordance with good business practice and keep or cause to be kept proper books of account in accordance with generally accepted accounting principles or international financial reporting standards, whichever is applicable to the Contractor, standards applied on a consistent basis; (d) not commit any act of bankruptcy, become an insolvent person or otherwise cease to function as a going concern, make an assignment for the benefit of its creditors, adopt any plan in connection with (or otherwise permit) the dissolution, liquidation, winding up, bankruptcy or reorganization of the Contractor, or attempt to avail itself of any applicable law relating to insolvent debtors; (e) within 15 days of the delivery of a written demand from the Province, provide the Province with such information and documents documentation with respect to the affairs and undertaking (financial and otherwise, as the case may be) of the Contractor as the Province may reasonably request, including for greater certainty, information and documentation related to the actual or anticipated observance, performance and compliance by the Contractor with the terms of this Agreement; (f) punctually pay as they become due all accounts, expenses, wages, salaries, taxes, levies, rates, fees, contributions and assessments required to be paid by it on any of its undertaking in connection to this Agreementundertaking; (g) observe, perform and comply with each covenant and agreement on its part contained in this Agreement; (h) provide and maintain all financial management and technical expertise necessary for the Contractor to carry out its obligations under this Agreement; (ih) co-operate with the Province, the Highway Maintenance Contractor Province and any other contractors providing services to the Province in the Electrical Service Area and in areas adjacent to the Electrical Service Area to ensure that the Contractor provides Area; (i) perform the Services in a manner that is compatible with the services provided by the Province and these third parties. This cooperation includes but is not limited to lock-out procedures; (j) apply its best efforts and will work in close cooperation and harmony with the Province and will meet or exceed the Specifications and performance time frames included in the Specificationsgood workmanlike manner, free of Deficiencies (as defined in Schedule 1 ("Specifications")) defects or deficiencies and through competent staff, all to the satisfaction of the Province, in its sole discretion; (kj) continually train provide and maintain at all times qualified, trained and experienced staff, including the continual training of its staff: (i) in the safe operation of electrical maintenance services equipment and facilities , to perform all Services to the satisfaction of the Province Province, and including but not limited to ensuring Incident Command System (ICS) training in order that during the first Contract Year any of all staff have Xxxxx 000 and the Contractor’s general manager, division manager, operations manager and those in equivalent roles have Levels 200 and 300 at a minimum. In addition, the appropriate staff working on traffic signal equipment shall have the training and skills with which to perform their work that include but are IMSA not limited to: Highway maintenance, Danger Tree assessment, avalanche, Traffic Management, ISO/quality management (International Municipal Signal Association) Traffic Signal Level 1 certifiedincluding environmental compliance), cost estimating, negotiation, communication and that during the remainder of the Term of the Agreement any such staff are IMSA Traffic Signal Level 2 certified; and (ii) for new technology, changing methods and changing means for providing the Routine Maintenance Servicesmedia training; (lk) provide and maintain at all times sufficient staff, facilities wherein no less than one maintenance facility shall be in the Service Areafacilities, labour, materials, appropriate equipment within the Electrical Service Area and approved subcontract subcontractor agreements and financial, insurance, bonding and security arrangements in place and available to it as required to fully observe, comply with and perform this Agreement, including the Services, and in no event will shall the level of resources deployed in the field and ready to respond be less than what is required to supply the Additional Maintenance Services and Routine Maintenance Servicesto comply with the Specifications and the Quality Management System; (l) obtain, maintain and hold all permits, licences, consents, authorities, agreements and consents issued by any federal, provincial, regional or municipal government or an agency of any of them, or by any third parties that are necessary for the Contractor to observe, comply with and perform its obligations under this Agreement or that are necessary in connection with the operations of the Contractor; (m) ensure that paint, identify and light all Operational Vehicles vehicles and Equipment (as that term is defined equipment in accordance with Schedule 11 ("“Equipment Fleet Operations Policy"Requirements”) meet all requirements of Schedule 11 ("Equipment Fleet Operations Policy"), and such other policy directives of the Province delivered to the Contractor from time to time; (n) with respect to the Contractor, any Subcontractors subcontractors and any hired equipment operators involved in the performance of Services, ensure that;: (i) such persons maintain a minimum NSC safety rating of “satisfactory” or “satisfactory unaudited”; and (ii) such persons and their drivers comply with the requirements of section 37.12 of the MVAR; (o) with respect to the Contractor, ensure that, if at least 10% of the vehicles operating under the Contractor’s NSC certificate number are subject to a CVSA inspection, the results of such inspections shall not be greater than a 20% out of service (OOS) rate for mechanical safety violations over any 12 month period; (p) notwithstanding any limitation in the OHS Regulation which would exempt the Contractor from the requirement to initiate and at all times maintain an occupational health and safety program, initiate and at all time times maintain the Safety Program in connection with the Services and this Agreement, and ensure that the Safety Program: (i) is designed to prevent injuries and occupational diseases within the contemplation of the Workers Compensation Act and the OHS Regulation; (ii) provides for the establishment and maintenance of a system or process to ensure compliance with the Workers Compensation Act and the OHS Regulation in respect of the Services and this Agreement; and (iii) satisfies the requirements of an occupational health and safety program under thethe Workers Compensation Act and the OHS Regulation; (q) subject to Article 6section 4.6, discharge the responsibilities of the Prime Contractor under the Workers Compensation Act and the OHS Regulation, in connection with the Services and this Agreement; (r) upon receipt of the Province’s written notice under Article 6.3section 4.7, in good faith, cooperate in good faith with the contractor appointed the Prime Contractor for the location and the period of time described in the Province’s notice, including the coordination of health and safety activities; (s) perform perform, or cause Controlled Persons to perform, where applicable, all obligations in respect of the Services in a manner which meets or exceeds the Specifications in Schedule 1 (“Specifications”), and Schedule 3 (“Additional Maintenance Services”); (t) comply with all of the Contractor’s obligations included in in: (i) the SpecificationsAutomated Weather Stations attached as Schedule 10 (“Automated Weather Stations”); (tii) no later than 30 days the Commercial Vehicles Permit attached as Schedule 12 (“Commercial Vehicles Permit Agreement”); (iii) the Gravel License in Schedule 13 (“Gravel License”); and (iv) the Privacy Protection Schedule attached as Schedule 20 (“Privacy Protection”); (u) offer continued employment effective on the Commencement Date to the non- management, bargaining unit employees of the Contractor performing Services within the Service Area immediately before the Commencement Date (including employees on leave or layoff immediately prior to the Commencement Date, provide to ) under the Province all terms of the Contractor information specified in Schedule 18 (“Contractor Details”) with respect to a corporate Contractor, a Contractor that is a partnership and each corporate partner of a Contractor that is a partnership, and a Contractor that is a joint venture, and each joint venture member; (u) no later than 30 days prior to the Commencement Date, provide to the Province an executed Privacy Protection Schedule in the format specified in Schedule 17 ("Privacy Protection")their existing collective agreement; (v) provide a toll-free telephone number which assume the public can use to contact existing collective agreement, with the Contractorunion representing the non- management, and which will be manned or monitored by bargaining unit employees of the Contractor 24 hours a day, seven days a week;performing Services within the Service Area immediately before the Commencement Date and the Contractor hereby acknowledges the requirement to offer continued employment to non-management bargaining unit employees; and (w) at all times promptly address, investigate update the Province’s Corporate Highway and perform corrective maintenance as required, arising from Resource Information System (XXXXX) in accordance with the Maintenance Services complaints from members of the public, regulatory agencies, police authorities, local governments and the province of British Columbia and track same for the purpose of identifying trends and informing the Province of those trends;Reporting Manual. (x) submit its traffic management planprovide all records and reports required in accordance with this Agreement. 11.2 The Contractor is solely responsible for the costs of the matters described in section 11.1 of this Agreement including, but not limited to, all labour liabilities, costs and expenses including under, in connection with, or resulting from, the Collective Agreement between enter Contractor name including info in brackets as shown on signed agreement and the B.C. Government and Service Employees’ Union (BCGEU) effective from Month, XX, 2019 to Month, XX, 202X (the “Collective Agreement”) and no part of any such costs including any such liabilities, costs and expenses shall be passed on to the standards of the Traffic Management Guidelines, to the local District Manager of Transportation (DMT) for preapproval prior to the commencement of Services Province in which there will be a road or lane closure and upload an update(s) to DriveBC; (y) contact and accept direction of the Ministry's local avalanche technician prior to commencing Services in an avalanche zone where the hazard is posted as "low" or greater; (z) provide accurate infrastructure locates to third parties as any manner whatsoever including through any part of the Contractor's Routine Maintenance Annual Price or the Adjusted Annual Price, through any prices or costs under or relating to this Agreement, or through compromise or adverse impact to the performance of the Services and (or any part thereof) including satisfaction of the Specifications or reduction in the obligations of the Contractor will also confirm under this Agreement. For greater certainty, the infrastructure locates prior to commencement of its own work; (aa) create and maintain an inventory of all electrical inventory in the Electrical Service Area, in compliance with the reporting requirements set out in Article 19; and (bb) no later than 30 days upon completion and prior to payment of invoice, provide record drawings of modifications or amendments to Inventory for both Routine Maintenance Services, and for Additional Services in hardcopy to the Ministry Representative listed at Section 25.1 and Electrical Engineering at XXXX.XxxxxxxxxxxxxXXXXxxxxxxx@xxx.xx.xx (or such other email addresses Contractor acknowledges that the Province may notify is not a party to and shall not in any way whatsoever be responsible for or committed to any costs, expenses, liabilities, decisions, actions, matters or things whatsoever in connection with or arising from, or be bound by the Contractor in writing from time to time). For clarityCollective Agreement or any part thereof, these record drawings need and such Collective Agreement shall not be signed considered to and sealed by a professional engineerdoes not in any way whatsoever form part of or be considered to modify, amend or impact on any term of this Agreement.