Common use of Proceeding At Risk Clause in Contracts

Proceeding At Risk. (a) If at any time: (i) the Contracting Authority Representative has noted a Critical Non-Conformance; or (ii) the Contracting Authority Representative has noted a Works Submittal as “CRITICAL NON-CONFORMANCE” in accordance with Schedule 10 – Review Procedure (each of the matters described in clauses (i) and (ii) of this Section 14.6(a), a “Proceeding at Risk Matter”); then Contracting Authority may issue to Project Co (with a copy to the Independent Certifier) a notice (the “Proceeding At Risk Notice”) identifying Contracting Authority’s reasons for issuing the Proceeding At Risk Notice and requesting Project Co to deliver any relevant Design Data and any other information reasonably required by Contracting Authority from Project Co to review the Proceeding At Risk Matter. (b) Following the issuance of a Proceeding At Risk Notice, the Contracting Authority Representative and the Project Co Representative, together with the other members of the Works Committee, shall each promptly and diligently make a reasonable bona fide effort to resolve the Proceeding At Risk Matter. The Independent Certifier shall be required to attend all meetings and deliberations of the Works Committee at which the Proceeding at Risk Matter is considered. (c) Within 10 Business Days after receipt by Project Co of a Proceeding At Risk Notice, Project Co shall deliver a response to Contracting Authority, each member of the Works Committee and the Independent Certifier, which shall include: (i) the Design Data and any other information requested by Contracting Authority in the Proceeding At Risk Notice; (ii) Project Co’s opinion confirming agreement with, or disputing the opinion of, Contracting Authority regarding the Proceeding At Risk Matter; (iii) any additional Design Data and other information in support of Project Co’s opinion regarding the Proceeding At Risk Matter; and (iv) Project Co’s proposal to rectify the Proceeding at Risk Matter. (d) Within 5 Business Days after receipt by Contracting Authority of the response from Project Co pursuant to Section 14.6(c), Contracting Authority shall notify Project Co if Contracting Authority requires any additional information from Project Co, Project Co shall provide such additional information to Contracting Authority, each member of the Works Committee and the Independent Certifier within 5 Business Days after receipt of such notice. (e) The Independent Certifier shall, within 30 Business Days of the Proceeding at Risk Notice, deliver to each of Contracting Authority and Project Co, its written opinion as to whether Contracting Authority acted reasonably in delivering the Proceeding at Risk Notice. (f) Within 15 Business Days after receipt by Contracting Authority of all deliverables contemplated by Section 14.6(c) and, if applicable, Section 14.6(d), and in any event, no later than 35 Business Days after receipt by Project Co of the Proceeding At Risk Notice, the Works Committee shall meet in person (the “PAR Meeting”), to attempt to resolve the Proceeding At Risk Matter. (g) Within 5 Business Days after the PAR Meeting and, in any event, no later than 40 Business Days after receipt by Project Co of the Proceeding At Risk Notice (the “PAR Meeting Expiry Date”), the Works Committee shall attempt to reach a final decision with respect to the Proceeding At Risk Matter. If the Works Committee is unable to reach a final decision, and the Independent Certifier’s opinion delivered pursuant to Section 14.6(e) confirms that Contracting Authority acted reasonably in delivering the Proceeding at Risk Notice, Project Co shall be deemed to be “Proceeding At Risk” and Contracting Authority may, in its sole discretion, give notice to the Lenders’ Agent pursuant to Section 13 of the Lenders’ Direct Agreement that Project Co is Proceeding At Risk, together with the relevant information supporting Contracting Authority’s opinion that Project Co is Proceeding At Risk. (h) Regardless of the Independent Certifier’s opinion, if the Works Committee fails to reach a final decision with respect to the Proceeding at Risk Matter by the PAR Meeting Expiry Date, either party may refer the Proceeding at Risk Matter for resolution in accordance with Schedule 27 – Dispute Resolution. (i) The Proceeding At Risk Notice, review, and comments made during the process set out in this Section 14.6 are for general conformity to the obligations and requirements of this Project Agreement, and any such notice, review and comment shall not relieve Project Co of the risk and responsibility for the Works and for meeting all of its obligations under and satisfying all requirements of this Project Agreement, and shall not create any new or additional obligations or liabilities for Contracting Authority.

Proceeding At Risk. (a) If at any time: (i) in the reasonable opinion of Contracting Authority Representative has noted Authority, Project Co is performing the Works in a Critical Non-Conformancemanner that may result in Project Co becoming unable to satisfy the requirements for Substantial Completion; or (ii) the Contracting Authority Representative has noted a Works Submittal as “CRITICAL NON-CONFORMANCE” in accordance with Schedule 10 – Review Procedure Procedure, (each of the matters described in clauses (iSections 14.6(a)(i) and (ii14.6(a)(ii) of this Section 14.6(a), a “Proceeding at At Risk Matter”); , then Contracting Authority may issue to Project Co (with a copy to the Independent Certifier) a notice Notice (the “Proceeding At Risk Notice”) identifying Contracting Authority’s reasons for issuing the Proceeding At Risk Notice and requesting Project Co to deliver any relevant Design Data and any other information reasonably required by Contracting Authority from Project Co to review the Proceeding At Risk Matter. (b) Following the issuance of a Proceeding At Risk Notice, the Contracting Authority Representative and the Project Co Representative, together with the other members of the Works Committee, shall each promptly and diligently make a reasonable bona fide effort to resolve the Proceeding At Risk Matter. The Independent Certifier shall be required to attend all meetings and deliberations of the Works Committee at which the Proceeding at At Risk Matter is considered, but shall not be entitled to participate in any decisions of the Works Committee. (c) Within 10 Business Days after receipt by Project Co of a Proceeding At Risk Notice, Project Co shall deliver a response to Contracting Authority, each member of the Works Committee and the Independent Certifier, which shall include: (i) the Design Data and any other information requested by Contracting Authority in the Proceeding At Risk Notice; (ii) Project Co’s opinion confirming agreement with, or disputing the opinion of, Contracting Authority regarding the Proceeding At Risk Matter; (iii) any additional Design Data and other information in support of Project Co’s opinion regarding the Proceeding At Risk Matter; and (iv) Project Co’s proposal to rectify the Proceeding at Risk Matter. (d) Within 5 five Business Days after receipt by Contracting Authority of the response from Project Co pursuant to Section 14.6(c), Contracting Authority shall notify Project Co if Contracting Authority requires any additional information from Project Co, Co. Project Co shall provide such additional information to Contracting Authority, Authority and each member of the Works Committee and the Independent Certifier within 5 five Business Days after receipt of such noticeNotice. (e) The Independent Certifier shall, shall within 30 Business Days of after the Proceeding at At Risk Notice, deliver to each of Contracting Authority and Project Co, Co its written opinion as to whether Contracting Authority acted reasonably in delivering the Proceeding at At Risk Notice. (f) Within 15 Business Days after receipt by Contracting Authority of all deliverables contemplated by Section 14.6(c) and, if applicable, Section 14.6(d), and in any event, no later than 35 Business Days after receipt by Project Co of the Proceeding At Risk Notice, the Works Committee shall meet in person (the “PAR Meeting”), ) to attempt to resolve the Proceeding At Risk Matter. (g) Within 5 five Business Days after the PAR Meeting and, in any event, no later than 40 Business Days after receipt by Project Co of the Proceeding At Risk Notice (the “PAR Meeting Expiry Date”), the Works Committee shall attempt to reach a final decision with respect to the Proceeding At Risk Matter. If the Works Committee is unable to reach a final decision, and the Independent Certifier’s opinion delivered pursuant to Section 14.6(e) confirms that Contracting Authority acted reasonably in delivering the Proceeding at At Risk Notice, Project Co shall be deemed to be “Proceeding At RiskRisk ” and Contracting Authority may, in its sole discretion, give notice to the Lenders’ Agent pursuant to Section 13 15 of the Lenders’ Direct Agreement that Project Co is Proceeding At Risk, together with the relevant information supporting Contracting Authority’s opinion that Project Co is Proceeding At Risk. (h) Regardless of the Independent Certifier’s opinion, if the Works Committee fails to reach a final decision with respect to the Proceeding at At Risk Matter by the PAR Meeting Expiry Date, either party Party may refer the Proceeding at At Risk Matter for resolution in accordance with Schedule 27 – Dispute ResolutionResolution Procedure. (i) The Proceeding At Risk Notice, review, and comments made during the process set out in this Section 14.6 are for general conformity to the obligations and requirements of this Project Agreement, and any such noticeNotice, review and comment shall not relieve Project Co of the risk and responsibility for the Works and for meeting all of its obligations under and satisfying all requirements of this Project Agreement, and shall not create any new or additional obligations or liabilities for Contracting Authority.

Proceeding At Risk. (a) If at any time: (i) : in the reasonable opinion of Contracting Authority Representative has noted Authority, Project Co is performing the Works in a Critical Non-Conformancemanner that may result in Project Co becoming unable to satisfy the requirements for Handover of the [REDACTED] in accordance with Schedule 25.15A, Handover of the Kipling Bus Terminal Essential Components in accordance with Section 25.15B or Substantial Completion; or (ii) or the Contracting Authority Representative has noted a Works Submittal as “CRITICAL NON-CONFORMANCE” in accordance with Schedule 10 – Review Procedure Procedure, (each of the matters described in clauses (iSections 14.6(a)(i) and (ii14.6(a)(ii) of this Section 14.6(a), a “Proceeding at At Risk Matter”); , then Contracting Authority may issue to Project Co (with a copy to the Independent Certifier) a notice Notice (the “Proceeding At Risk Notice”) identifying Contracting Authority’s reasons for issuing the Proceeding At Risk Notice and requesting Project Co to deliver any relevant Design Data and any other information reasonably required by Contracting Authority from Project Co to review the Proceeding At Risk Matter. (b) Following the issuance of a Proceeding At Risk Notice, the Contracting Authority Representative and the Project Co Representative, together with the other members of the Works Committee, shall each promptly and diligently make a reasonable bona fide effort to resolve the Proceeding At Risk Matter. The Independent Certifier shall be required to attend all meetings and deliberations of the Works Committee at which the Proceeding at At Risk Matter is considered, but shall not be entitled to participate in any decisions of the Works Committee. (c) Within 10 Business Days after receipt by Project Co of a Proceeding At Risk Notice, Project Co shall deliver a response to Contracting Authority, each member of the Works Committee and the Independent Certifier, which shall include: (i) : the Design Data and any other information requested by Contracting Authority in the Proceeding At Risk Notice; (ii) ; Project Co’s opinion confirming agreement with, or disputing the opinion of, Contracting Authority regarding the Proceeding At Risk Matter; (iii) ; any additional Design Data and other information in support of Project Co’s opinion regarding the Proceeding At Risk Matter; and (iv) and Project Co’s proposal to rectify the Proceeding at Risk Matter. (d) Within 5 five Business Days after receipt by Contracting Authority of the response from Project Co pursuant to Section 14.6(c), Contracting Authority shall notify Project Co if Contracting Authority requires any additional information from Project Co, Co. Project Co shall provide such additional information to Contracting Authority, Authority and each member of the Works Committee and the Independent Certifier within 5 five Business Days after receipt of such noticeNotice. (e) The Independent Certifier shall, shall within 30 Business Days of after the Proceeding at At Risk Notice, deliver to each of Contracting Authority and Project Co, Co its written opinion as to whether Contracting Authority acted reasonably in delivering the Proceeding at At Risk Notice. (f) Within 15 Business Days after receipt by Contracting Authority of all deliverables contemplated by Section 14.6(c) and, if applicable, Section 14.6(d), and in any event, no later than 35 Business Days after receipt by Project Co of the Proceeding At Risk Notice, the Works Committee shall meet in person (the “PAR Meeting”), ) to attempt to resolve the Proceeding At Risk Matter. (g) Within 5 five Business Days after the PAR Meeting and, in any event, no later than 40 Business Days after receipt by Project Co of the Proceeding At Risk Notice (the “PAR Meeting Expiry Date”), the Works Committee shall attempt to reach a final decision with respect to the Proceeding At Risk Matter. If the Works Committee is unable to reach a final decision, and the Independent Certifier’s opinion delivered pursuant to Section 14.6(e) confirms that Contracting Authority acted reasonably in delivering the Proceeding at At Risk Notice, Project Co shall be deemed to be “Proceeding At Risk” and Contracting Authority may, in its sole discretion, give notice to the Lenders’ Agent pursuant to Section 13 15 of the Lenders’ Direct Agreement that Project Co is Proceeding At Risk, together with the relevant information supporting Contracting Authority’s opinion that Project Co is Proceeding At Risk. (h) Regardless of the Independent Certifier’s opinion, if the Works Committee fails to reach a final decision with respect to the Proceeding at At Risk Matter by the PAR Meeting Expiry Date, either party Party may refer the Proceeding at At Risk Matter for resolution in accordance with Schedule 27 – Dispute ResolutionResolution Procedure. (i) The Proceeding At Risk Notice, review, and comments made during the process set out in this Section 14.6 are for general conformity to the obligations and requirements of this Project Agreement, and any such noticeNotice, review and comment shall not relieve Project Co of the risk and responsibility for the Works and for meeting all of its obligations under and satisfying all requirements of this Project Agreement, and shall not create any new or additional obligations or liabilities for Contracting Authority.

Proceeding At Risk. (a) If at any time: (i) time the Contracting Authority Representative has noted a Critical Non-Conformance; or (ii) the Contracting Authority City Representative has noted a Works Submittal as “CRITICAL NON-CONFORMANCECOMMENT” in accordance with Schedule 10 – Review Procedure (each of the matters described in clauses (i) and (ii) of this Section 14.6(a), a “Proceeding at At Risk Matter”); , then Contracting Authority the City may issue to Project DB Co (with a copy to the Independent Certifier) a notice Notice (the “Proceeding At Risk Notice”) identifying Contracting Authoritythe City’s reasons for issuing the Proceeding At Risk Notice and requesting Project DB Co to deliver any relevant Design Data and any other information reasonably required by Contracting Authority the City from Project DB Co to review the Proceeding At Risk Matter. (b) Following the issuance of a Proceeding At Risk Notice, the Contracting Authority City Representative and the Project DB Co Representative, together with the other members of the Works Committee, shall each promptly and diligently make a reasonable bona fide effort to resolve the Proceeding At Risk Matter. The Independent Certifier shall be required to attend all meetings and deliberations of the Works Committee at which the Proceeding at At Risk Matter is considered, but shall not be entitled to participate in any decisions of the Works Committee. (c) Within 10 Business Days after receipt by Project DB Co of a Proceeding At Risk Notice, Project DB Co shall deliver a response to Contracting Authoritythe City, each member of the Works Committee and the Independent Certifier, which shall include: (i) the Design Data and any other information requested by Contracting Authority the City in the Proceeding At Risk Notice; (ii) Project DB Co’s opinion confirming agreement with, or disputing the opinion of, Contracting Authority the City regarding the Proceeding At Risk Matter; (iii) any additional Design Data and other information in support of Project DB Co’s opinion regarding the Proceeding At Risk Matter; and (iv) Project DB Co’s proposal to rectify the Proceeding at Risk Matter. (d) Within 5 five Business Days after receipt by Contracting Authority the City of the response from Project DB Co pursuant to Section 14.6(c), Contracting Authority the City shall notify Project DB Co if Contracting Authority the City requires any additional information from Project Co, Project DB Co. DB Co shall provide such additional information to Contracting Authority, the City and each member of the Works Committee and the Independent Certifier within 5 Business Days after receipt of such noticeNotice. (e) The Independent Certifier shall, shall within 30 Business Days of after the Proceeding at At Risk Notice, deliver to each of Contracting Authority the City and Project Co, DB Co its written opinion as to whether Contracting Authority the City acted reasonably in delivering the Proceeding at At Risk Notice. (f) Within 15 Business Days after receipt by Contracting Authority the City of all deliverables contemplated by Section 14.6(c) and, if applicable, Section 14.6(d), and in any event, no later than 35 Business Days after receipt by Project DB Co of the Proceeding At Risk Notice, the Works Committee shall meet in person (the “PAR Meeting”), ) to attempt to resolve the Proceeding At Risk Matter. (g) Within 5 Business Days after the PAR Meeting and, in any event, no later than 40 Business Days after receipt by Project Co of the Proceeding At Risk Notice (the “PAR Meeting Expiry Date”), the Works Committee shall attempt to reach a final decision with respect to the Proceeding At Risk Matter. If the Works Committee is unable to reach a final decision, and the Independent Certifier’s opinion delivered pursuant to Section 14.6(e) confirms that Contracting Authority acted reasonably in delivering the Proceeding at Risk Notice, Project Co shall be deemed to be “Proceeding At Risk” and Contracting Authority may, in its sole discretion, give notice to the Lenders’ Agent pursuant to Section 13 of the Lenders’ Direct Agreement that Project Co is Proceeding At Risk, together with the relevant information supporting Contracting Authority’s opinion that Project Co is Proceeding At Risk. (h) Regardless of the Independent Certifier’s opinion, if the Works Committee fails to reach a final decision with respect to the Proceeding at Risk Matter by the PAR Meeting Expiry Date, either party may refer the Proceeding at Risk Matter for resolution in accordance with Schedule 27 – Dispute Resolution. (i) The Proceeding At Risk Notice, review, and comments made during the process set out in this Section 14.6 are for general conformity to the obligations and requirements of this Project Agreement, and any such notice, review and comment shall not relieve Project Co of the risk and responsibility for the Works and for meeting all of its obligations under and satisfying all requirements of this Project Agreement, and shall not create any new or additional obligations or liabilities for Contracting Authority.

Proceeding At Risk. (a) If at any time: (i) in the reasonable opinion of Contracting Authority Representative has noted Authority, Project Co is performing the Works in a Critical Non-Conformancemanner that may result in Project Co becoming unable to satisfy the requirements for the First Interim Completion, the Second Interim Completion, or Substantial Completion; or (ii) the Contracting Authority Representative has noted a Works Submittal as “CRITICAL NON-CONFORMANCE” in accordance with Schedule 10 – Review Procedure Procedure, (each of the matters described in clauses (iSections 14.6(a)(i) and (ii14.6(a)(ii) of this Section 14.6(a), a “Proceeding at At Risk Matter”); , then Contracting Authority may issue to Project Co (with a copy to the Independent Certifier) a notice Notice (the “Proceeding At Risk Notice”) identifying Contracting Authority’s reasons for issuing the Proceeding At Risk Notice and requesting Project Co to deliver any relevant Design Data and any other information reasonably required by Contracting Authority from Project Co to review the Proceeding At Risk Matter. (b) Following the issuance of a Proceeding At Risk Notice, the Contracting Authority Representative and the Project Co Representative, together with the other members of the Works Committee, shall each promptly and diligently make a reasonable bona fide effort to resolve the Proceeding At Risk Matter. The Independent Certifier shall be required to attend all meetings and deliberations of the Works Committee at which the Proceeding at At Risk Matter is considered, but shall not be entitled to participate in any decisions of the Works Committee. (c) Within 10 Business Days after receipt by Project Co of a Proceeding At Risk Notice, Project Co shall deliver a response to Contracting Authority, each member of the Works Committee and the Independent Certifier, which shall include: (i) the Design Data and any other information requested by Contracting Authority in the Proceeding At Risk Notice; (ii) Project Co’s opinion confirming agreement with, or disputing the opinion of, Contracting Authority regarding the Proceeding At Risk Matter; (iii) any additional Design Data and other information in support of Project Co’s opinion regarding the Proceeding At Risk Matter; and (iv) Project Co’s proposal to rectify the Proceeding at Risk Matter. (d) Within 5 five Business Days after receipt by Contracting Authority of the response from Project Co pursuant to Section 14.6(c), Contracting Authority shall notify Project Co if Contracting Authority requires any additional information from Project Co, Co. Project Co shall provide such additional information to Contracting Authority, Authority and each member of the Works Committee and the Independent Certifier within 5 five Business Days after receipt of such noticeNotice. (e) The Independent Certifier shall, shall within 30 Business Days of after the Proceeding at At Risk Notice, deliver to each of Contracting Authority and Project Co, Co its written opinion as to whether Contracting Authority acted reasonably in delivering the Proceeding at At Risk Notice. (f) Within 15 Business Days after receipt by Contracting Authority of all deliverables contemplated by Section 14.6(c) and, if applicable, Section 14.6(d), and in any event, no later than 35 Business Days after receipt by Project Co of the Proceeding At Risk Notice, the Works Committee shall meet in person (the “PAR Meeting”), ) to attempt to resolve the Proceeding At Risk Matter. (g) Within 5 five Business Days after the PAR Meeting and, in any event, no later than 40 Business Days after receipt by Project Co of the Proceeding At Risk Notice (the “PAR Meeting Expiry Date”), the Works Committee shall attempt to reach a final decision with respect to the Proceeding At Risk Matter. If the Works Committee is unable to reach a final decision, and the Independent Certifier’s opinion delivered pursuant to Section 14.6(e) confirms that Contracting Authority acted reasonably in delivering the Proceeding at At Risk Notice, Project Co shall be deemed to be “Proceeding At Risk” and Contracting Authority may, in its sole discretion, give notice to the Lenders’ Agent pursuant to Section 13 15 of the Lenders’ Direct Agreement that Project Co is Proceeding At Risk, together with the relevant information supporting Contracting Authority’s opinion that Project Co is Proceeding At Risk. (h) Regardless of the Independent Certifier’s opinion, if the Works Committee fails to reach a final decision with respect to the Proceeding at At Risk Matter by the PAR Meeting Expiry Date, either party Party may refer the Proceeding at At Risk Matter for resolution in accordance with Schedule 27 – Dispute ResolutionResolution Procedure. (i) The Proceeding At Risk Notice, review, and comments made during the process set out in this Section 14.6 are for general conformity to the obligations and requirements of this Project Agreement, and any such noticeNotice, review and comment shall not relieve Project Co of the risk and responsibility for the Works and for meeting all of its obligations under and satisfying all requirements of this Project Agreement, and shall not create any new or additional obligations or liabilities for Contracting Authority.

Proceeding At Risk. (a) If at any time: (i) in the Contracting Authority Representative has noted reasonable opinion of the College, Project Co is performing the Works in a Critical Non-Conformancemanner that may result in Project Co becoming unable to satisfy the requirements for Substantial Completion; or (ii) the Contracting Authority College Representative has noted a Works Submittal as “CRITICAL NON-NON- CONFORMANCE” in accordance with Schedule 10 – Review Procedure (each of the matters described in clauses (i) and (ii) of this Section 14.6(a), ) a “Proceeding at At Risk Matter”); then Contracting Authority the College may issue to Project Co (with a copy to the Independent Certifier) a notice (the “Proceeding At Risk Notice”) identifying Contracting Authoritythe College’s reasons for issuing the Proceeding At Risk Notice and requesting Project Co to deliver any relevant Design Data and any other information reasonably required by Contracting Authority the College from Project Co to review the Proceeding At Risk Matter. (b) Following the issuance of a Proceeding At Risk Notice, the Contracting Authority College Representative and the Project Co Representative, together with the other members of the Works Committee, shall each promptly and diligently make a reasonable bona fide effort to resolve the Proceeding At Risk Matter. The Independent Certifier shall be required to attend all meetings and deliberations of the Works Committee at which the Proceeding at At Risk Matter is considered. (c) Within 10 Business Days after receipt by Project Co of a Proceeding At Risk Notice, Project Co shall deliver a response to Contracting Authority, the College and each member of the Works Committee and the Independent Certifier, which shall include: (i) the Design Data and any other information requested by Contracting Authority the College in the Proceeding At Risk Notice; (ii) Project Co’s opinion confirming agreement with, or disputing the opinion of, Contracting Authority the College regarding the Proceeding At Risk Matter; (iii) any additional Design Data and other information in support of Project Co’s opinion regarding the Proceeding At Risk Matter; and (iv) as applicable, Project Co’s proposal to rectify to: (A) ensure the Proceeding at Risk Matterrequirements for Substantial Completion are achieved; or (B) correct the “CRITICAL NON-CONFORMANCE” noted by the College Representative in a Works Submittal. (d) Within 5 Business Days after receipt by Contracting Authority the College of the response from Project Co pursuant to Section 14.6(c), Contracting Authority the College shall notify Project Co if Contracting Authority the College requires any additional information from Project Co, Co. Project Co shall provide such additional information to Contracting Authority, the College and each member of the Works Committee and the Independent Certifier within 5 Business Days after receipt of such notice. (e) The Independent Certifier shall, within 30 Business Days of the Proceeding at At Risk Notice, deliver to each of Contracting Authority the College and Project Co, its written opinion as to whether Contracting Authority the College acted reasonably in delivering the Proceeding at At Risk Notice. (f) Within 15 Business Days after receipt by Contracting Authority the College of all deliverables contemplated by Section 14.6(c) and, if applicable, Section 14.6(d), and in any event, no later than 35 Business Days after receipt by Project Co of the Proceeding At Risk Notice, the Works Committee shall meet in person (the “PAR Meeting”), ) to attempt to resolve the Proceeding At Risk Matter. (g) Within 5 Business Days after the PAR Meeting and, in any event, no later than 40 Business Days after receipt by Project Co of the Proceeding At Risk Notice (the “PAR Meeting Expiry Date”)Notice, the Works Committee shall attempt to reach a final decision with respect to the Proceeding At Risk Matter. If the Works Committee is unable to reach a final decision, and the Independent Certifier’s opinion delivered pursuant to Section 14.6(e) confirms that Contracting Authority the College acted reasonably in delivering the Proceeding at At Risk Notice, . Project Co shall be deemed to be “Proceeding At Risk” and Contracting Authority the College may, in its sole discretion, give notice to the Lenders’ Agent pursuant to Section 13 of the Lenders’ Direct Agreement that Project Co is Proceeding At Risk, together with the relevant information supporting Contracting Authoritythe College’s opinion that Project Co is Proceeding At Risk. (h) Regardless of the Independent Certifier’s opinion, if the Works Committee fails to reach a final decision with respect to the Proceeding at At Risk Matter by the PAR Meeting Expiry Date, either party may refer the Proceeding at At Risk Matter for resolution in accordance with Schedule 27 – Dispute Resolution. (i) The Proceeding At Risk Notice, review, and comments made during the process set out in this Section 14.6 are for general conformity to the obligations and requirements of this Project Agreement, and any such notice, review and comment shall not relieve Project Co of the risk and responsibility for the Works and for meeting all of its obligations under and satisfying all requirements of this Project Agreement, and shall not create any new or additional obligations or liabilities for Contracting Authoritythe College.

Proceeding At Risk. (a) If at any time: (i) the Contracting Authority Representative has noted a Critical Non-Non- Conformance; or (ii) the Contracting Authority Representative has noted a Works Submittal as “CRITICAL NON-CONFORMANCE” in accordance with Schedule 10 – Review Procedure (each of the matters described in clauses (i) and (ii) of this Section 14.6(a), a “Proceeding at Risk Matter”); then Contracting Authority may issue to Project Co (with a copy to the Independent Certifier) a notice Notice (the “Proceeding At at Risk Notice”) identifying Contracting Authority’s reasons for issuing the Proceeding At at Risk Notice and requesting Project Co to deliver any relevant Design Data and any other information reasonably required by Contracting Authority from Project Co to review the Proceeding At at Risk Matter. (b) Following the issuance of a Proceeding At at Risk Notice, the Contracting Authority Representative and the Project Co Representative, together with the other members of the Works Committee, shall each promptly and diligently make a reasonable bona fide effort to resolve the Proceeding At at Risk Matter. The Independent Certifier shall be required to attend all meetings and deliberations of the Works Committee at which the Proceeding at Risk Matter is considered. (c) Within 10 Business Days after receipt by Project Co of a Proceeding At at Risk Notice, Project Co shall deliver a response to Contracting Authority, each member of the Works Committee and the Independent Certifier, Certifier which shall include: (i) the Design Data and any other information requested by Contracting Authority in the Proceeding At at Risk Notice; (ii) Project Co’s opinion confirming agreement with, or disputing the opinion of, Contracting Authority regarding the Proceeding At at Risk Matter; (iii) any additional Design Data and other information in support of Project Co’s opinion regarding the Proceeding At at Risk Matter; and; (iv) Project Co’s proposal to rectify the Proceeding at Risk Matter; and (v) any reasonable request for additional information from Contracting Authority in respect of the Proceeding at Risk Matter. (d) Within 5 Business Days after receipt by Contracting Authority of the response from Project Co pursuant to Section 14.6(c), Contracting Authority shall notify Project Co if Contracting Authority requires any additional information from Project Co, Project Co shall provide such additional information to Contracting Authority, Authority and each member of the Works Committee and the Independent Certifier within 5 Business Days after receipt of such noticeNotice. (e) The Independent Certifier shall, within 30 Business Days of the Proceeding at Risk Notice, deliver to each of Contracting Authority and Project Co, its written opinion as to whether Contracting Authority acted reasonably in delivering the Proceeding at Risk Notice. (f) Within 15 Business Days after receipt by Contracting Authority of all deliverables contemplated by Section 14.6(c) and, if applicable, Section 14.6(d), and in any event, no later than 35 Business Days after receipt by Project Co of the Proceeding At at Risk Notice, the Works Committee shall meet in person (the “PAR Meeting”), ) to attempt to resolve the Proceeding At at Risk Matter. (gf) Within 5 Business Days after the PAR Meeting and, in any event, no later than 40 Business Days after receipt by Project Co of the Proceeding At at Risk Notice (the “PAR Meeting Expiry Date”)Notice, the Works Committee shall attempt to reach a final decision with respect to the Proceeding At at Risk Matter. If the Works Committee is unable to reach a final decision, and the Independent Certifier’s opinion delivered pursuant to Section 14.6(e) confirms that Contracting Authority acted reasonably in delivering parties shall immediately refer the Proceeding at Risk NoticeMatter to the Independent Certifier, who shall within 5 Business Days, or such longer time as reasonably agreed by the Parties, provide its written opinion and supporting analysis as to whether Project Co shall be deemed is Proceeding at Risk, including an opinion as to be “whether Project Co is performing the Works in a manner that will result in Project Co becoming unable to satisfy the requirements for Substantial Completion. (g) If the Independent Certifier determines pursuant to Section 14.6(f) that Project Co is Proceeding At at Risk” and , Contracting Authority may, in its sole discretion, give notice to the Lenders’ Agent pursuant to Section 13 of the Lenders’ Direct Agreement that Project Co is Proceeding At at Risk, together with a copy of the relevant information supporting Contracting AuthorityIndependent Certifier’s opinion that Project Co is Proceeding At Riskwritten opinion. (h) Regardless of Following the Independent Certifier’s opinion, if the Works Committee fails decision pursuant to reach a final decision with respect to the Proceeding at Risk Matter by the PAR Meeting Expiry DateSection 14.6(f), either party may refer the Proceeding at Risk Matter for resolution in accordance with Schedule 27 – Dispute ResolutionResolution Procedure. (i) The Proceeding At at Risk Notice, review, and comments made during the process set out in this Section 14.6 are for general conformity to the obligations and requirements of this Project Agreement, and any such noticeNotice, review and comment shall not relieve Project Co of the risk and responsibility for the Works and for meeting all of its obligations under and satisfying all the requirements of this Project Agreement, and shall not create any new or additional obligations or liabilities for Contracting Authority.

Proceeding At Risk. (a) If at any time: (i) in the Contracting Authority Representative has noted reasonable opinion of the City, Project Co is performing the Works (excluding for greater certainty, the supply of the New Revenue Vehicles) in a Critical Non-Conformancemanner that may result in Project Co becoming unable to satisfy the requirements for Substantial Completion; or (ii) the Contracting Authority City Representative has noted a Works Submittal as “CRITICAL NON-CONFORMANCECOMMENT” in accordance with Schedule 10 – Review Procedure (each of the matters described in clauses (i) and (ii) of this Section 14.6(a11.6(a), a “Proceeding at At Risk Matter”); then Contracting Authority the City may issue to Project Co (with a copy to the Independent Certifier) a notice (the “Proceeding At Risk Notice”) identifying Contracting Authoritythe City’s reasons for issuing the Proceeding At Risk Notice and requesting Project Co to deliver any relevant Design Data and any other information reasonably required by Contracting Authority the City from Project Co to review the Proceeding At Risk Matter. (b) Following the issuance of a Proceeding At Risk Notice, the Contracting Authority City Representative and the Project Co Representative, together with the other members of the Works Committee, shall each promptly and diligently make a reasonable bona fide effort to resolve the Proceeding At Risk Matter. The Independent Certifier shall be required to attend all meetings and deliberations of the Works Committee at which the Proceeding at At Risk Matter is considered, but shall not be entitled to participate in any decisions of the Works Committee. (c) Within 10 Business Days after receipt by Project Co of a Proceeding At Risk Notice, Project Co shall deliver a response to Contracting Authority, the City and each member of the Works Committee and the Independent CertifierCommittee, which shall include: (i) the Design Data and any other information reasonably requested by Contracting Authority the City in the Proceeding At Risk Notice; (ii) Project Co’s opinion confirming agreement with, or disputing the opinion of, Contracting Authority the City regarding the Proceeding At Risk Matter; (iii) any additional Design Data and other information in support of Project Co’s opinion regarding the Proceeding At Risk Matter; and (iv) Project Co’s proposal to rectify the Proceeding at Risk Matter. (d) Within 5 Business Days after receipt by Contracting Authority the City of the response from Project Co pursuant to Section 14.6(c11.6(c), Contracting Authority the City shall notify Project Co if Contracting Authority the City requires any additional information from Project Co, Co. Project Co shall provide such additional information to Contracting Authoritythe City, each member of the Works Committee and the Independent Certifier within 5 Business Days after receipt of such notice. (e) The Independent Certifier shall, within 30 Business Days of the Proceeding at At Risk Notice, deliver to each of Contracting Authority the City and Project Co, Co its written opinion as to whether Contracting Authority the City acted reasonably in delivering the Proceeding at At Risk Notice. (f) Within 15 Business Days after receipt by Contracting Authority the City of all deliverables contemplated by Section 14.6(c11.6(c) and, if applicable, Section 14.6(d11.6(d), and in any event, no later than 35 Business Days after receipt by Project Co of the Proceeding At Risk Notice, the Works Committee shall meet in person (the “PAR Meeting”), to attempt to resolve the Proceeding At Risk Matter. (g) Within 5 Business Days after the PAR Meeting and, in any event, no later than 40 Business Days after receipt by Project Co of the Proceeding At Risk Notice (the “PAR Meeting Expiry Date”), the Works Committee shall attempt to reach a final decision with respect to the Proceeding At Risk Matter. If the Works Committee is unable to reach a final decision, and the Independent Certifier’s opinion delivered pursuant to Section 14.6(e11.6(e) confirms that Contracting Authority the City acted reasonably in delivering the Proceeding at At Risk Notice, Project Co shall be deemed to be “Proceeding At Risk” and Contracting Authority may, in its sole discretion, give notice to the Lenders’ Agent pursuant to Section 13 of the Lenders’ Direct Agreement that Project Co is Proceeding At Risk, together with the relevant information supporting Contracting Authority’s opinion that Project Co is Proceeding At Risk.At (h) Regardless of the Independent Certifier’s opinion, if the Works Committee fails to reach a final decision with respect to the Proceeding at At Risk Matter by the PAR Meeting Expiry Date, either party Party may refer the Proceeding at At Risk Matter for resolution in accordance with Schedule 27 26 – Dispute ResolutionResolution Procedure. (i) The Proceeding At Risk Notice, review, and comments made during the process set out in this Section 14.6 11.6 are for general conformity to the obligations and requirements of this Project Agreement, and any such notice, review and comment shall not relieve Project Co of the risk and responsibility for the Works Project Operations and for meeting all of its obligations under and satisfying all the requirements of this Project Agreement, and shall not create any new or additional obligations or liabilities for Contracting Authoritythe City (j) If it is determined in accordance with Schedule 26 – Dispute Resolution Procedure that Project Co should not have been deemed to be Proceeding at Risk under Section 11.6(g), the City shall (i) promptly notify the Lender’s Agent that it is withdrawing its notice given pursuant to Section 11.6(g), if applicable, and (ii) reimburse Project Co for its reasonable costs incurred in connection with responding to a Proceeding at Risk Notice and for its participation in the Proceeding at Risk Matter.

Proceeding At Risk. (a) If at any time: (i) in the reasonable opinion of Contracting Authority Representative has noted Authority, Project Co is performing the Works in a Critical Non-Conformancemanner that may result in Project Co becoming unable to satisfy the requirements for Interim Completion or Substantial Completion; or (ii) the Contracting Authority Representative has noted a Works Submittal as “CRITICAL NON-CONFORMANCE” in accordance with Schedule 10 – Review Procedure Procedure, (each of the matters described in clauses (iSections 14.6(a)(i) and (ii14.6(a)(ii) of this Section 14.6(a), a “Proceeding at At Risk Matter”); , then Contracting Authority may issue to Project Co (with a copy to the Independent Certifier) a notice Notice (the “Proceeding At Risk Notice”) identifying Contracting Authority’s reasons for issuing the Proceeding At Risk Notice and requesting Project Co to deliver any relevant Design Data and any other information reasonably required by Contracting Authority from Project Co to review the Proceeding At Risk Matter. (b) Following the issuance of a Proceeding At Risk Notice, the Contracting Authority Representative and the Project Co Representative, together with the other members of the Works Committee, shall each promptly and diligently make a reasonable bona fide effort to resolve the Proceeding At Risk Matter. The Independent Certifier shall be required to attend all meetings and deliberations of the Works Committee at which the Proceeding at At Risk Matter is considered, but shall not be entitled to participate in any decisions of the Works Committee. (c) Within 10 Business Days after receipt by Project Co of a Proceeding At Risk Notice, Project Co shall deliver a response to Contracting Authority, each member of the Works Committee and the Independent Certifier, which shall include: (i) the Design Data and any other information requested by Contracting Authority in the Proceeding At Risk Notice; (ii) Project Co’s opinion confirming agreement with, or disputing the opinion of, Contracting Authority regarding the Proceeding At Risk Matter; (iii) any additional Design Data and other information in support of Project Co’s opinion regarding the Proceeding At Risk Matter; and (iv) Project Co’s proposal to rectify the Proceeding at Risk Matter. (d) Within 5 five Business Days after receipt by Contracting Authority of the response from Project Co pursuant to Section 14.6(c), Contracting Authority shall notify Project Co if Contracting Authority requires any additional information from Project Co, Co. Project Co shall provide such additional information to Contracting Authority, Authority and each member of the Works Committee and the Independent Certifier within 5 five Business Days after receipt of such noticeNotice. (e) The Independent Certifier shall, shall within 30 Business Days of after the Proceeding at At Risk Notice, deliver to each of Contracting Authority and Project Co, Co its written opinion as to whether Contracting Authority acted reasonably in delivering the Proceeding at At Risk Notice. (f) Within 15 Business Days after receipt by Contracting Authority of all deliverables contemplated by Section 14.6(c) and, if applicable, Section 14.6(d), and in any event, no later than 35 Business Days after receipt by Project Co of the Proceeding At Risk Notice, the Works Committee shall meet in person (the “PAR Meeting”), ) to attempt to resolve the Proceeding At Risk Matter. (g) Within 5 five Business Days after the PAR Meeting and, in any event, no later than 40 Business Days after receipt by Project Co of the Proceeding At Risk Notice (the “PAR Meeting Expiry Date”), the Works Committee shall attempt to reach a final decision with respect to the Proceeding At Risk Matter. If the Works Committee is unable to reach a final decision, and the Independent Certifier’s opinion delivered pursuant to Section 14.6(e) confirms that Contracting Authority acted reasonably in delivering the Proceeding at At Risk Notice, Project Co shall be deemed to be “Proceeding At Risk” and Contracting Authority may, in its sole discretion, give notice to the Lenders’ Agent pursuant to Section 13 15 of the Lenders’ Direct Agreement that Project Co is Proceeding At Risk, together with the relevant information supporting Contracting Authority’s opinion that Project Co is Proceeding At Risk. (h) Regardless of the Independent Certifier’s opinion, if the Works Committee fails to reach a final decision with respect to the Proceeding at At Risk Matter by the PAR Meeting Expiry Date, either party Party may refer the Proceeding at At Risk Matter for resolution in accordance with Schedule 27 – Dispute ResolutionResolution Procedure. (i) The Proceeding At Risk Notice, review, and comments made during the process set out in this Section 14.6 are for general conformity to the obligations and requirements of this Project Agreement, and any such noticeNotice, review and comment shall not relieve Project Co of the risk and responsibility for the Works and for meeting all of its obligations under and satisfying all requirements of this Project Agreement, and shall not create any new or additional obligations or liabilities for Contracting Authority.