Common use of Right to Uncover Clause in Contracts

Right to Uncover. (a) Subject to Section 16.5, Project Co shall ensure that the City is afforded advance notice of, and that the City is afforded a full opportunity to witness, all inspection and test activity in accordance with the Inspection and Test Plan. If Project Co does not provide such notice and opportunity, Project Co shall at the request of the City uncover any relevant part of the Civic Works, the Works and Highway Work which have been covered up or otherwise put out of view or remove any relevant part of the Civic Works, the Works and the Highway Work that have been proceeded with in order to permit the City to witness the relevant inspection or test activity. Project Co shall bear all costs of any such uncovering or removal, regardless of whether or not any defect is discovered in the relevant Civic Works, the Works and Highway Work. (b) The City, or the Consultant in respect of the Highway Work only, shall have the right, (i) in respect of the Civic Works and the Works at any time during the Project Term and (ii) in respect of the Highway Work at any time prior to the Highway Final Completion Date, to request Project Co to uncover and inspect (or allow the City to inspect) any part or parts of the Civic Works, the Works and the Highway Work, or to require testing of any part or parts of the Civic Works, the Works and the Highway Work, where the City, or the Consultant, as applicable, reasonably believes that such part or parts of the Civic Works, the Works or Highway Work is or are defective or that Project Co has failed to comply with the requirements of this Project Agreement (including the Output Specifications, the Project Co Proposal Extracts and the Design Data) relevant to such part or parts of the Civic Works, the Works or the Highway Work, and Project Co shall comply with such request. When the City makes such a request, the City shall include reasonably detailed reasons with such request. (c) If an inspection shows that the relevant part or parts of the Civic Works, the Works or the Highway Work is or are defective or that Project Co has failed to comply with the requirements of this Project Agreement (including the Output Specifications, the Project Co Proposal Extracts and the Design Data) relevant to such part or parts of the Civic Works, the Works or the Highway Work, Project Co shall rectify all such defects Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 92 CAN: 26350049.2 BD-#30398459-v2 and non-compliance diligently and at no cost to the City and Project Co shall not be entitled to any additional compensation or extension of time in relation thereto. (d) If an inspection shows that the relevant part or parts of the Civic Works, the Works or the Highway Work is or are not defective and that Project Co has complied with the requirements of this Project Agreement (including the Output Specifications, the Project Co Proposal Extracts and the Design Data) relevant to such part or parts of the Civic Works, the Works or the Highway Work, the exercise by the City or the Consultant of its rights pursuant to this Section 21.3: (i) (A) prior to Revenue Service Availability in respect of the Civic Works or the Works or (B) prior to the Highway Final Completion Date in respect of the Highway Work shall, in either case, subject to and in accordance with Section 40, be treated as a Delay Event and, subject to and in accordance with Section 41, be treated as a Compensation Event; and (ii) following Revenue Service Availability in respect of the Civic Works or the Works shall, subject to and in accordance with Schedule 22 – Variation Procedure, result in a Variation.

Right to Uncover. (a) Subject to Section 16.5, Project Co The Developer shall ensure that the City District is afforded provided with reasonable advance notice of, and that the City is afforded a full opportunity to witness, all inspection and test activity with respect to the Conversion Work in accordance with the Inspection and Test Planthis Agreement. If Project Co the Developer does not provide such notice and opportunity, Project Co shall the Developer shall, at the request of the City District, uncover any relevant part of the Civic Works, the Works and Highway Conversion Work which have that has been covered up or otherwise put out of view or remove any relevant part of the Civic Works, the Works and the Highway Work that have been proceeded with in order to permit the City District to witness inspect the relevant inspection or test activityConversion Work. Project Co The Developer shall bear all costs of any such uncovering or removal, regardless of whether or not any defect Defect or Nonconforming Work is discovered in the relevant Civic Works, the Works and Highway Conversion Work. (b) The CityIn addition to its rights under Section 15.4(a) (Right to Uncover), or the Consultant in respect of the Highway Work onlyDistrict may, shall have the right, (i) in respect of the Civic Works and the Works at any time during the Project Term and (ii) in respect of Term, give reasonable advance notice requiring the Highway Work at any time prior to the Highway Final Completion Date, to request Project Co Developer to uncover and inspect (or allow the City District to inspect) any part or parts of the Civic Works, the Works and the Highway Conversion Work, or to require testing of test any part or parts of the Civic Works, the Works and the Highway Conversion Work, where if the City, or the Consultant, as applicable, reasonably District believes that such part or parts of the Civic WorksConversion Work contains Defects or Nonconforming Work, the Works or Highway Work is or are defective or that Project Co the Developer has failed to comply with the requirements of this Project Agreement (including the Output Specifications, the Project Co Proposal Extracts and the Design Data) relevant to such part or parts of the Civic Works, the Works or the Highway Conversion Work, and Project Co shall comply with such request. When the City makes such a request, the City shall The notice must include reasonably detailed reasons with such requestfor the required uncovering, inspection or tests and the date by which the required uncovering, inspection or tests must occur. (c) The Developer shall comply with any notice delivered under Section 15.4(b) (Right to Uncover). (d) If an any inspection shows or test carried out pursuant to Sections 15.4(b) (Right to Uncover) and 15.4(c) (Right to Uncover) show that the relevant part or parts of the Civic WorksConversion Work contains Defects or Nonconforming Work, the Works or the Highway Work is or are defective or that Project Co the Developer has failed to comply with the requirements of this Project Agreement (including the Output Specifications, the Project Co Proposal Extracts and the Design Data) relevant to such part or parts of the Civic Works, Conversion Work: (i) the Works or the Highway Work, Project Co Developer shall diligently rectify all such defects Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 92 CAN: 26350049.2 BD-#30398459-v2 and non-compliance diligently and Defects, Nonconforming Work or noncompliance at no cost to the City District and Project Co shall reimburse the District for all costs and expenses relating to inspections or tests incurred by the District within thirty (30) days of the Developer’s receipt of an invoice from the District for such costs and expenses; and (ii) the Developer will not be entitled to any additional compensation compensation, relief or extension extensions of time in relation theretowith respect to the exercise by the District of its right under Section 15.4(b) (Right to Uncover). (de) If an any inspection shows or test carried out pursuant to Sections 15.4(b) and 15.4(c) (Right to Uncover) show that the relevant part or parts of the Civic Works, the Works Conversion Work does not contain Defects or the Highway Nonconforming Work is or are not defective and that Project Co the Developer has complied with the requirements of this Project Agreement (including the Output Specifications, the Project Co Proposal Extracts and the Design Data) relevant to such part or parts of the Civic Works, the Works or the Highway Conversion Work, the exercise by the City or the Consultant District of its rights pursuant to this right under Section 21.3: (i15.4(b) (ARight to Uncover) prior to Revenue Service Availability in respect of the Civic Works or the Works or (B) prior to the Highway Final Completion Date in respect of the Highway Work shall, in either case, subject to and in accordance with Section 40, be treated as a Delay Event and, subject to and in accordance with Section 41, be treated as will constitute a Compensation Event; and (ii) following Revenue Service Availability in respect of the Civic Works or the Works shall, subject to and in accordance with Schedule 22 – Variation Procedure, result in a Variation.

Right to Uncover. (a) Subject to Section 16.5, Project Co shall ensure that the City Ministry is afforded advance notice of, and that the City Ministry is afforded a full opportunity to witness, all inspection and test activity in accordance with the Inspection Construction Management Plan and Test Planthe IMS Documentation. If Project Co does not provide such notice and opportunity, Project Co shall at the request of the City Ministry uncover any relevant part of the Civic Works, the Works and Highway Work which have been covered up or otherwise put out of view or remove any relevant part of the Civic Works, the Works and the Highway Work that have been proceeded with in order to permit the City Ministry to witness the relevant inspection or test activity. Project Co shall bear all costs of any such uncovering or removal, regardless of whether or not any defect is discovered in the relevant Civic Works, the Works and Highway Work. (b) The City, or the Consultant in respect of the Highway Work only, Ministry shall have the right, (i) in respect of the Civic Works and the Works at any time during the Project Term and (ii) in respect of the Highway Work at any time prior to the Highway Final Completion DateTerm, to request Project Co to uncover and inspect (or allow the City Ministry to inspect) any part or parts of the Civic Works, the Works and the Highway Work, or to require testing of any part or parts of the Civic Works, the Works and the Highway Work, where the City, or the Consultant, as applicable, Ministry reasonably believes that such part or parts of the Civic Works, the Works or Highway Work is or are defective or that Project Co has failed to comply with the requirements of this Project Agreement (including the Output SpecificationsTechnical Requirements, the Project Co Proposal Extracts and the Design Data) relevant to such part or parts of the Civic Works, the Works or the Highway Work, and Project Co shall comply with such request. When the City Ministry makes such a request, the City Ministry shall include reasonably detailed reasons with such request. (c) If an inspection shows that the relevant part or parts of the Civic Works, the Works or the Highway Work is or are defective or that Project Co has failed to comply with the requirements of this Project Agreement (including the Output SpecificationsTechnical Requirements, the Project Co Proposal Extracts and the Design Data) relevant to such part or parts of the Civic Works, the Works or the Highway Work, Project Co shall rectify all such defects Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 92 CAN: 26350049.2 BD-#30398459-v2 and non-compliance diligently and at no cost to the City Ministry and Project Co shall not be entitled to any additional compensation or extension of time in relation thereto. (d) If an inspection shows that the relevant part or parts of the Civic Works, the Works or the Highway Work is or are not defective and that Project Co has complied with the requirements of this Project Agreement (including the Output SpecificationsTechnical Requirements, the Project Co Proposal Extracts and the Design Data) relevant to such part or parts of the Civic Works, the Works or the Highway Work, the exercise by the City or the Consultant Ministry of its rights pursuant to this Section 21.3: (i) (A) prior to Revenue Service Availability in respect of the Civic Works or the Works or (B) prior to the Highway Final Substantial Completion Date in respect of the Highway Work shall, in either case, subject to and in accordance with Section 4039, be treated as a Delay Event and, subject to and in accordance with Section 4140, be treated as a Compensation Event; and (ii) following Revenue Service Availability in respect of the Civic Works or the Works Substantial Completion shall, subject to and in accordance with Schedule 22 – 19 - Variation Procedure, result in a Variation.

Right to Uncover. (a) Subject to Section 16.5, Project Co shall ensure that the City is afforded advance notice Notice of, and that the City is afforded a full opportunity to witness, all inspection and test activity in accordance with the Inspection and Test Plan. If Project Co does not provide such notice Notice and opportunity, Project Co shall at the request of the City uncover any relevant part of the Civic Works, the Works and Highway Work which have been covered up or otherwise put out of view or remove any relevant part of the Civic Works, the Works and the Highway Work that have been proceeded with in order to permit the City to witness the relevant inspection or test activity. Project Co shall bear all costs of any such uncovering or removal, regardless of whether or not any defect is discovered in the relevant Civic Works, the Works and Highway Work. (b) The City, or the Consultant in respect of the Highway Work only, City shall have the right, (i) in respect of the Civic Works and the Works at any time during the Project Term and (ii) in respect of the Highway Work at any time prior to the Highway Final Completion DateTerm, to request Project Co to uncover and inspect (or allow the City to inspect) any part or parts of the Civic Works, the Works and the Highway Work, or to require testing of any part or parts of the Civic Works, the Works and the Highway Work, where the City, or the Consultant, as applicable, City reasonably believes that such part or parts of the Civic Works, the Works or Highway Work is or are defective or that Project Co has failed to comply with the requirements of this Project Agreement (including the Output Specifications, the Project Co Proposal Extracts and the Design Data) relevant to such part or parts of the Civic Works, the Works or the Highway Work, and Project Co shall comply with such request. When the City makes such a request, the City shall include reasonably detailed reasons with such request. (c) If an inspection shows that the relevant part or parts of the Civic Works, the Works or the Highway Work is or are defective or that Project Co has failed to comply with the requirements of this Project Agreement (including the Output Specifications, the Project Co Proposal Extracts and the Design Data) relevant to such part or parts of the Civic Works, the Works or the Highway Work, Project Co shall rectify all such defects Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 92 CAN: 26350049.2 BD-#30398459-v2 and non-compliance diligently and at no cost to the City and Project Co shall not be entitled to any additional compensation or extension of time in relation thereto. (d) If an inspection shows that the relevant part or parts of the Civic Works, the Works or the Highway Work is or are not defective and that Project Co has complied with the requirements of this Project Agreement (including the Output Specifications, the Project Co Proposal Extracts and the Design Data) relevant to such part or parts of the Civic Works, the Works or the Highway Work, the exercise by the City or the Consultant of its rights pursuant to this Section 21.3: (i) (A) prior to Revenue Service Availability in respect of the Civic Works or the Works or (B) prior to the Highway Final Substantial Completion Date in respect of the Highway Work shall, in either case, subject to and in accordance with Section 4038, be treated as a Delay Event and, subject to and in accordance with Section 4139, be treated as a Compensation Event; and (ii) following Revenue Service Availability in respect of the Civic Works or the Works Substantial Completion shall, subject to and in accordance with Schedule 22 – 21 - Variation Procedure, result in a Variation. (e) The obligations in Section 21.3(a) shall not apply to the Revenue Vehicle Supplier.