Common use of Expansion by Province Clause in Contracts

Expansion by Province. The Province shall be at liberty during the Operating Period to undertake expansion to any aspect of the New Infrastructure or the Existing Infrastructure, but in that event: (a) the Province shall, before entering into any agreement to expand the New Infrastructure, but only to the extent permitted by law and any intergovernmental agreements to which the Province is then a party, offer to negotiate exclusively with the Contractor for a period of 60 days, with a view to engaging the Contractor to carry out such expansion and to mutually consider whether the expansion would materially and adversely alter the risk profile of the O&M; (b) if the Province does not engage the Contractor to carry out such expansion, the Province shall take all commercially reasonable measures to minimize interference with or disruption to the Contractor’s carrying out of the O&M or the O&M Requirements, and if the activities of the Province or its contractors in carrying out the expansion do interfere with or disrupt the Contractor’s carrying out of the O&M or the O&M Requirements, such interference or disruption shall, subject to Section 13.2, constitute a Relief Event under Section 13.2(k); (c) if the Province does engage the Contractor to operate and maintain such expansion the O&M and the O&M Requirements shall then be amended to reflect the expansion and shall be amended at reasonable times, in a reasonable manner and with reasonable information sharing so as to as much as practicable minimize the cost to the Province of the amendment, and in that event the scope of the O&M shall be extended to and include the expansion; (d) if the Province does engage the Contractor to operate and maintain such expansion and if the expansion when completed increases the cost to the Contractor of carrying out the O&M or the O&M Requirements, then in accordance with Section 7.5 the O&M Payments in Schedule 14 (Payment Schedule) shall thereafter be adjusted commensurately; and (e) if expansion of the New Infrastructure is carried out other than by the Contractor (the “Expansion”) but the Province does engage the Contractor to operate and maintain the Expansion, then: (i) the Contractor shall provide all reasonable cooperation (but without obligation to incur material expense unless underwritten by the Province) to facilitate the carrying out of the Expansion; (ii) subject to the last paragraph below in Section 7.4, for all purposes related to the Handback Requirements and responsibility for latent defects, the Expansion shall be treated as if it were part of the New Infrastructure; and (iii) if the Expansion materially and adversely alters the risk profile of the O&M (including, without limitation, increased exposure to Payment Adjustments) or materially and adversely alters the risk profile of the Handback Requirements as applied to the Expansion, the Contractor is entitled to reasonable compensation (on an ongoing basis) therefor from the Province. When the Province anticipates that the Expansion will be substantially completed in six months, the Province shall so notify the Contractor, and the Province and the Contractor shall: (iv) within 15 days thereafter; and (v) no earlier than 45 days prior to the anticipated substantial completion date of the Expansion and no later than 30 days prior to the anticipated substantial completion date of the Expansion; arrange joint inspections of the condition of the Expansion and identify all defects in which the condition of the Expansion falls short of the condition required to be constructed pursuant to the Project Requirements. If the joint inspections fail to identify latent defects in the Expansion, but such latent defects come to light on or before the date 10 years after substantial completion of the Expansion, then the Province shall correct and repair the defects at its own cost in such manner and on such timetable as is reasonable in the circumstances and does not unreasonably interfere with the Contractor’s performance of the O&M, it being acknowledged that, except to the extent that the Contractor has failed to fulfill the O&M Requirements in respect of the Expansion, nothing herein imposes responsibility on the Contractor to correct or repair latent defects to the extent such correction or repair is beyond the scope of the O&M Requirements and the Handback Requirements.

Expansion by Province. The Province shall be at liberty during the Operating Period to undertake expansion to any aspect of the New Infrastructure or the Existing Infrastructure, but in that event: (a) the Province shall, before entering into any agreement to expand the New Infrastructure, but only to the extent permitted by law and any intergovernmental agreements to which the Province is then a party, offer to negotiate exclusively with the Contractor for a period of 60 days, with a view to engaging the Contractor to carry out such expansion and to mutually consider whether the expansion would materially and adversely alter the risk profile of the O&M; (b) if the Province does not engage the Contractor to carry out such expansion, the Province shall take all commercially reasonable measures to minimize interference with or disruption to the Contractor’s carrying out of the O&M or the O&M Requirements, and if the activities of the Province or its contractors in carrying out the expansion do interfere with or disrupt the Contractor’s carrying out of the O&M or the O&M Requirements, such interference or disruption shall, subject to Section 13.2, may constitute a Relief Event under Section 13.2(k); (c) if the Province does engage the Contractor to operate and maintain such expansion the O&M and applicable, the O&M Requirements in Schedule 18 shall then be amended to reflect the expansion and shall be amended at reasonable times, in a reasonable manner and with reasonable information sharing so as to as much as practicable minimize the cost to the Province of the amendmentexpansion, and in that event the scope of the O&M shall be extended to and include the expansion; (d) if the Province does engage the Contractor to operate and maintain such expansion and if the expansion when completed increases the cost to the Contractor of carrying out the O&M or the O&M Requirements, then in accordance with Section 7.5 the O&M Payments in Schedule 14 (Payment Schedule) shall thereafter be adjusted commensurately; and (e) if expansion of the New Infrastructure is carried out other than by the Contractor (the “Expansion”) but the Province does engage the Contractor to operate and maintain the ExpansionContractor, then: (i) if the expansion materially and adversely alters the risk profile of the O&M, the Contractor is entitled to reasonable compensation therefor from the Province; (ii) the Contractor shall provide all reasonable cooperation (but without obligation to incur material expense unless underwritten by the Province) to facilitate the carrying out of the Expansion;expansion; and (iiiii) subject to the last paragraph below in Section 7.4, for all purposes related to the Handback Requirements and responsibility for latent defects, the Expansion expansion shall be treated as if it were part of the Existing Infrastructure and not part of the New Infrastructure; and (iii) if the Expansion materially and adversely alters the risk profile of the O&M (including, without limitation, increased exposure to Payment Adjustments) or materially and adversely alters the risk profile of the Handback Requirements as applied to the Expansion, the Contractor is entitled to reasonable compensation (on an ongoing basis) therefor from the Province. When the Province anticipates that the Expansion will be substantially completed in six months, the Province shall so notify the Contractor, and the Province and the Contractor shall: (iv) within 15 days thereafter; and (v) no earlier than 45 days prior to the anticipated substantial completion date of the Expansion and no later than 30 days prior to the anticipated substantial completion date of the Expansion; arrange joint inspections of the condition of the Expansion and identify all defects in which the condition of the Expansion falls short of the condition required to be constructed pursuant to the Project Requirements. If the joint inspections fail to identify latent defects in the Expansion, but such latent defects come to light on or before the date 10 years after substantial completion of the Expansion, then the Province shall correct and repair the defects at its own cost in such manner and on such timetable as is reasonable in the circumstances and does not unreasonably interfere with the Contractor’s performance of the O&M, it being acknowledged that, except to the extent that the Contractor has failed to fulfill the O&M Requirements in respect of the Expansion, nothing herein imposes responsibility on the Contractor to correct or repair latent defects to the extent such correction or repair is beyond the scope of the O&M Requirements and the Handback Requirements.

Expansion by Province. The Province shall be at liberty during the Operating Period to undertake expansion to any aspect of the New Infrastructure or the Existing Infrastructure, but in that event: (a) the Province shall, before entering into any agreement to expand the New Infrastructure, but only to the extent permitted by law and any intergovernmental agreements to which the Province is then a party, offer to negotiate exclusively with the Contractor for a period of 60 days, with a view to engaging the Contractor to carry out such expansion and to mutually consider whether the expansion would materially and adversely alter the risk profile of the O&M; (b) if the Province does not engage the Contractor to carry out such expansion, the Province shall take all commercially reasonable measures to minimize interference with or disruption to the Contractor’s carrying out of the O&M or the O&M RequirementsRequirements (including without limitation as a result of damage caused to the New Infrastructure or, but only if the Contractor is not engaged to operate and maintain such expansion, as a result of any defect in such expansion), and if the activities of the Province or its contractors in carrying out the expansion do interfere with or disrupt the Contractor’s carrying out of the O&M or the O&M Requirements, such interference or disruption shall, subject to Section 13.2, constitute a Relief Event under Section 13.2(k); (c) if the Province does engage the Contractor to operate and maintain such expansion the O&M and the O&M Requirements shall then be amended to reflect the expansion and shall be amended at reasonable times, in a reasonable manner and with reasonable information sharing so as to as much as practicable minimize the cost to the Province of the amendment, and in that event the scope of the O&M shall be extended to and include the expansion; (d) if the Province does engage the Contractor to operate and maintain such expansion and if the expansion when completed increases the cost to the Contractor of carrying out the O&M or the O&M Requirements, then in accordance with Section 7.5 the O&M Payments in Schedule 14 (Payment Schedule) shall thereafter be adjusted commensurately; and (e) if expansion of the New Infrastructure is carried out other than by the Contractor (the “Expansion”) but the Province does engage the Contractor to operate and maintain the Expansion, then: (i) the Contractor shall provide all reasonable cooperation (but without obligation to incur material expense unless underwritten by the Province) to facilitate the carrying out of the Expansion; (ii) subject to the last paragraph below in Section 7.4, for all purposes related to the Handback Requirements and responsibility for latent defects, the Expansion shall be treated as if it were part of the New Infrastructure; and (iii) if the Expansion materially and adversely alters the risk profile of the O&M (including, without limitation, increased exposure to Payment Adjustments) or materially and adversely alters the risk profile of the Handback Requirements as applied to the Expansion, the Contractor is entitled to reasonable compensation (on an ongoing basis) therefor from the Province. When the Province anticipates that the Expansion will be substantially completed in six months, the Province shall so notify the Contractor, and the Province and the Contractor shall: (iv) within 15 days thereafter; and (v) no earlier than 45 days prior to the anticipated substantial completion date of the Expansion and no later than 30 days prior to the anticipated substantial completion date of the Expansion; arrange joint inspections of the condition of the Expansion and identify all defects in which the condition of the Expansion falls short of the condition required to be constructed pursuant to the Project Requirements. If the joint inspections fail to identify latent defects in the Expansion, but such latent defects come to light on or before the date 10 years after substantial completion of the Expansion, then the Province shall correct and repair the defects at its own cost in such manner and on such timetable as is reasonable in the circumstances and does not unreasonably interfere with the Contractor’s performance of the O&M, it being acknowledged that, except to the extent that the Contractor has failed to fulfill the O&M Requirements in respect of the Expansion, nothing herein imposes responsibility on the Contractor to correct or repair latent defects to the extent such correction or repair is beyond the scope of the O&M Requirements and the Handback Requirements.Section

Expansion by Province. The Province shall be at liberty during the Operating Period to undertake expansion to any aspect of the New Infrastructure or the Existing Infrastructure, but in that event: (a) the Province shall, before entering into any agreement to expand the New Infrastructure, but only to the extent permitted by law and any intergovernmental agreements to which the Province is then a party, offer to negotiate exclusively with the Contractor for a period of 60 days, with a view to engaging the Contractor to carry out such expansion and to mutually consider whether the expansion would materially and adversely alter the risk profile of the O&M; (b) if the Province does not engage the Contractor to carry out such expansion, the Province shall take all commercially reasonable measures to minimize interference with or disruption to the Contractor’s carrying out of the O&M or the O&M Requirements, and if the activities of the Province or its contractors in carrying out the expansion do interfere with or disrupt the Contractor’s carrying out of the O&M or the O&M Requirements, such interference or disruption shall, subject to Section 13.2, constitute a Relief Event under Section 13.2(k); (c) if the Province does engage the Contractor to operate and maintain such expansion the O&M and applicable, the O&M Requirements in Schedule 18 shall then be amended to reflect the expansion and shall be amended at reasonable times, in a reasonable manner and with reasonable information sharing so as to as much as practicable minimize the cost to the Province of the amendmentexpansion, and in that event the scope of the O&M shall be extended to and include the expansion; (d) if the Province does engage the Contractor to operate and maintain such expansion and if the expansion when completed increases the cost to the Contractor of carrying out the O&M or the O&M Requirements, then in accordance with Section 7.5 the O&M Payments in Schedule 14 (Payment Schedule) shall thereafter be adjusted commensurately; and (e) if expansion of the New Infrastructure is carried out other than by the Contractor (the “Expansion”) but the Province does engage the Contractor to operate and maintain the ExpansionContractor, then: (i) if the expansion materially and adversely alters the risk profile of the O&M (including, without limitation, increased exposure to Payment Adjustments), the Contractor is entitled to reasonable compensation (on an ongoing basis) therefor from the Province; (ii) the Contractor shall provide all reasonable cooperation (but without obligation to incur material expense unless underwritten by the Province) to facilitate the carrying out of the Expansion;expansion; and (iiiii) subject to the last paragraph below in Section 7.4, for all purposes related to the Handback Requirements and responsibility for latent defects, the Expansion expansion shall be treated as if it were part of the Existing Infrastructure and not part of the New Infrastructure; and (iii) if the Expansion materially and adversely alters the risk profile of the O&M (including, without limitation, increased exposure to Payment Adjustments) or materially and adversely alters the risk profile of the Handback Requirements as applied to the Expansion, the Contractor is entitled to reasonable compensation (on an ongoing basis) therefor from the Province. When the Province anticipates that the Expansion will be substantially completed in six months, the Province shall so notify the Contractor, and the Province and the Contractor shall: (iv) within 15 days thereafter; and (v) no earlier than 45 days prior to the anticipated substantial completion date of the Expansion and no later than 30 days prior to the anticipated substantial completion date of the Expansion; arrange joint inspections of the condition of the Expansion and identify all defects in which the condition of the Expansion falls short of the condition required to be constructed pursuant to the Project Requirements. If the joint inspections fail to identify latent defects in the Expansion, but such latent defects come to light on or before the date 10 years after substantial completion of the Expansion, then the Province shall correct and repair the defects at its own cost in such manner and on such timetable as is reasonable in the circumstances and does not unreasonably interfere with the Contractor’s performance of the O&M, it being acknowledged that, except to the extent that the Contractor has failed to fulfill the O&M Requirements in respect of the Expansion, nothing herein imposes responsibility on the Contractor to correct or repair latent defects to the extent such correction or repair is beyond the scope of the O&M Requirements and the Handback Requirements.

Expansion by Province. ‌ The Province shall be at liberty during the PNI Operating Period and the Operating Period to undertake expansion to any aspect of the New Infrastructure (the Priority New Infrastructure if during the PNI Operating Period) or the Existing Infrastructure, but in that event: (a) the Province shall, before entering into any agreement to expand the New Infrastructure, but only to the extent permitted by law and any intergovernmental agreements to which the Province is then a party, offer to negotiate exclusively discuss with the Contractor for a period of 60 days, with a view to the possibility of engaging the Contractor to carry out such expansion and to mutually consider whether the expansion would materially and adversely alter the risk profile of the O&M; (b) if the Province does not engage the Contractor to carry out such expansion, the Province shall take all commercially reasonable measures to minimize interference with or disruption to the Contractor’s carrying out of the PNI Project, the O&M or the O&M RequirementsRequirements (including without limitation as a result of damage caused to the New Infrastructure or, but only if the Contractor is not engaged to operate and maintain such expansion, as a result of any defect in such expansion), and if the activities of the Province or its contractors in carrying out the expansion do interfere with or disrupt the Contractor’s carrying out of the O&M or the O&M Requirements, such interference or disruption shall, subject to Section 13.2, constitute a Relief Event under Section 13.2(a) or 13.2(k), as applicable; (c) if the Province does engage the Contractor to operate and maintain such expansion the O&M and the O&M Requirements shall then be amended to reflect the expansion and shall be amended at reasonable times, in a reasonable manner and with reasonable information sharing so as to as much as practicable minimize the cost to the Province of the amendment, and in that event the scope of the O&M shall be extended to and include the expansion; (d) if the Province does engage the Contractor to operate and maintain such expansion and if the expansion when completed increases the cost to the Contractor of carrying out the O&M or the O&M Requirements, then in accordance with Section 7.5 the O&M Payments in Schedule 14 (Payment Schedule) shall thereafter be adjusted commensurately; and (e) if expansion of the New Infrastructure is carried out other than by the Contractor (the “Expansion”) but the Province does engage the Contractor to operate and maintain the Expansion, then: (i) the Contractor shall provide all reasonable cooperation (but without obligation to incur material expense unless underwritten by the Province) to facilitate the carrying out of the Expansion; (ii) subject to the last paragraph below in Section 7.4, for all purposes related to the Handback Requirements and responsibility for latent defects, the Expansion shall be treated as if it were part of the New Infrastructure; and (iii) if the Expansion materially and adversely alters the risk profile of the O&M (including, without limitation, increased exposure to Payment Adjustments) or materially and adversely alters the risk profile of the Handback Requirements as applied to the Expansion, the Contractor is entitled to reasonable compensation (on an ongoing basis) therefor from the Province. When the Province anticipates that the Expansion will be substantially completed in six months, the Province shall so notify the Contractor, and the Province and the Contractor shall: (iv) within 15 days thereafter; and (v) no earlier than 45 days prior to the anticipated substantial completion date of the Expansion and no later than 30 days prior to the anticipated substantial completion date of the Expansion; arrange joint inspections of the condition of the Expansion and identify all defects in which the condition of the Expansion falls short of the condition required to be constructed pursuant to the Project Requirements. If the joint inspections fail to identify latent defects in the Expansion, but such latent defects come to light on or before the date 10 years after substantial completion of the Expansion, then the Province shall correct and repair the defects at its own cost in such manner and on such timetable as is reasonable in the circumstances and does not unreasonably interfere with the Contractor’s performance of the O&M, it being acknowledged that, except to the extent that the Contractor has failed to fulfill the O&M Requirements in respect of the Expansion, nothing herein imposes responsibility on the Contractor to correct or repair latent defects to the extent such correction or repair is beyond the scope of the O&M Requirements and the Handback Requirements.Section

Expansion by Province. The Province shall be at liberty during the Operating Period to undertake expansion to any aspect of the New Infrastructure or the Existing Infrastructure, but in that event: (a) the Province shall, before entering into any agreement to expand the New Infrastructure, but only to the extent permitted by law and any intergovernmental agreements to which the Province is then a party, offer to negotiate exclusively with the Contractor for a period of 60 days, with a view to engaging the Contractor to carry out such expansion and to mutually consider whether the expansion would materially and adversely alter the risk profile of the O&M; (b) if the Province does not engage the Contractor to carry out such expansion, the Province shall take all commercially reasonable measures to minimize interference with or disruption to the Contractor’s carrying out of the O&M or the O&M Requirements, and if the activities of the Province or its contractors in carrying out the expansion do interfere with or disrupt the Contractor’s carrying out of the O&M or the O&M Requirements, such interference or disruption shall, subject to Section 13.2, constitute a Relief Event under Section 13.2(k); (c) if the Province does engage the Contractor to operate and maintain such expansion the O&M and the O&M Requirements shall then be amended to reflect the expansion and shall be amended at reasonable times, in a reasonable manner and with reasonable information sharing so as to as much as practicable minimize the cost to the Province of the amendment, and in that event the scope of the O&M shall be extended to and include the expansion; (d) if the Province does engage the Contractor to operate and maintain such expansion and if the expansion when completed increases the cost to the Contractor of carrying out the O&M or the O&M Requirements, then in accordance with Section 7.5 the O&M Payments in Schedule 14 (Payment Schedule) shall thereafter be adjusted commensurately; and (e) if expansion of the New Infrastructure is carried out other than by the Contractor (the “Expansion”) but the Province does engage the Contractor to operate and maintain the Expansion, then: (i) the Contractor shall provide all reasonable cooperation (but without obligation to incur material expense unless underwritten by the Province) to facilitate the carrying out of the Expansion; (ii) subject to the last paragraph below in Section 7.4, for all purposes related to the Handback Requirements and responsibility for latent defects, the Expansion shall be treated as if it were part of the New Infrastructure; and (iii) if the Expansion materially and adversely alters the risk profile of the O&M (including, without limitation, increased exposure to Payment Adjustments) or materially and adversely alters the risk profile of the Handback Requirements as applied to the Expansion, the Contractor is entitled to reasonable compensation (on an ongoing basis) therefor from the Province. When the Province anticipates that the Expansion will be substantially completed in six months, the Province shall so notify the Contractor, and the Province and the Contractor shall: (iv) within 15 days thereafter; and (v) no earlier than 45 days prior to the anticipated substantial completion date of the Expansion and no later than 30 days prior to the anticipated substantial completion date of the Expansion; arrange joint inspections of the condition of the Expansion and identify all defects (“Deficiencies”) in which the condition of the Expansion falls short of the condition required to be constructed pursuant to the Project Requirements. If the joint inspections fail to identify latent defects in the Expansion, but such latent defects come to light on or before the date 10 years after substantial completion of the Expansion, then the Province shall correct and repair the defects at its own cost in such manner and on such timetable as is reasonable in the circumstances and does not unreasonably interfere with the Contractor’s performance of the O&M, it being acknowledged that, except to the extent that the Contractor has failed to fulfill the O&M Requirements in respect of the Expansion, nothing herein imposes responsibility on the Contractor to correct or repair latent defects to the extent such correction or repair is beyond the scope of the O&M Requirements and the Handback Requirements.O&M.