Common use of Uninsurability Clause in Contracts

Uninsurability. Notwithstanding Section 11.1, the Contractor shall not be obligated during the Operating Period to maintain insurance against a risk that has become uninsurable. A risk shall be considered to have become uninsurable only if: (a) insurance against that risk is generally not available to Canadian roadbuilding and road maintenance contractors with reputable insurers in good standing; or (b) the terms and conditions generally required by insurers for insuring such risk are such that the risk is generally not being insured against by Canadian roadbuilding and road maintenance contractors; and shall only be considered an uninsurable risk during such period when the Contractor has not obtained insurance against the risk. Upon the Contractor becoming aware of an uninsurable risk, the Contractor shall in a timely manner give the Province notice of the uninsurable risk, including any details as may be reasonably requested by the Province. For so long as a risk is uninsurable, the O&M Payment shall xxxxx by the amount of any reduction in the insurance premiums paid by the Contractor (or that would have been paid by the Contractor had the Contractor obtained insurance in accordance with Schedule 11) as a result of no longer being required to insure against such risk. In the event that, subsequent to the date of the Contractor’s Proposal, a risk becomes an uninsurable risk, and if the Contractor would have been required under Section 11.1 to insure against that risk but for the risk having become an uninsurable risk during the Operating Period, and if a loss occurs in respect of that risk, then the Province shall, at its option, either: (c) assume responsibility for the loss, to the extent of the insurance proceeds that would have been payable if the insurance specified in Schedule 11 had been available to and was obtained by the Contractor (having regard to the coverage limits specified in Schedule 11 and any applicable deductibles); or (d) declare a Force Majeure Termination, pay the Termination Payment required by Section 18.8 and, if applicable, assume responsibility for the loss arising from the occurrence, to the extent of the insurance proceeds that would have been payable if the insurance specified in Schedule 11 had been available to and was obtained by the Contractor (having regard to the coverage limits specified in Schedule 11 and any applicable deductibles); provided that the Province shall not declare a Force Majeure Termination under clause (d) unless: (e) the Province has incurred a liability under this Section 11.9 and made corresponding payments of at least $5,000,000 in any calendar year or at least $10,000,000 in aggregate during any period of 10 calendar years; and (f) the Province has first afforded the Contractor a reasonable opportunity to meet with the Province to discuss alternative ways to address risks that have become uninsurable.

Uninsurability. Notwithstanding Section 11.111.1(a), the Contractor shall not be obligated during the Operating Period to maintain insurance against a risk that has become uninsurable. A risk shall be considered to have become uninsurable only if: (a) insurance against that risk is generally not available to Canadian roadbuilding and road maintenance contractors with reputable insurers in good standing; orwater/wastewater (b) the terms and conditions generally required by insurers for insuring such risk are such that the risk is generally not being insured against by Canadian roadbuilding and road maintenance contractorswater/wastewater treatment facility operators; and shall only be considered an uninsurable risk during such period when the Contractor has not obtained insurance against the risk. Upon the Contractor becoming aware of an uninsurable risk, the Contractor shall in a timely manner give the Province notice of the uninsurable risk, including any details as may be reasonably requested by the Province. For so long as a risk is uninsurable, the O&M Payment shall xxxxx by the amount of any reduction in the insurance premiums paid by the Contractor (or that would have been paid by the Contractor had the Contractor obtained insurance in accordance with Schedule 11) as a result of no longer being required to insure against such risk. In the event that, subsequent to the date of the Contractor’s Proposal, a risk becomes an uninsurable risk, and if the Contractor would have been required under Section 11.1 11.1(a) to insure against that risk but for the risk having become an uninsurable risk during the Operating Period, and if a loss occurs in respect of that risk, then the Province shall, at its optionoption and upon notice to the Contractor, either: (c) assume responsibility for the loss, to the extent of the insurance proceeds that would have been payable if the insurance specified in sections 3.1(g), (h), (i) or (j) of Schedule 11 had been available to and was obtained by the Contractor (having regard to the coverage limits specified in sections 3.1(g), (h), (i) and (j) of Schedule 11 and any applicable deductibles) and in the event that the loss includes damage to the Infrastructure, then the Contractor shall proceed as if the repairs necessitated by the loss were requested by the Province pursuant to a Change Order Directive under Schedule 1 (Change Orders); or (d) declare a Force Majeure Termination, pay the Termination Payment required by Section 18.8 18.5 and, if applicable, assume responsibility for the loss arising from the occurrence, occurrence to the extent of the insurance proceeds that would have been payable if the insurance specified in sections 3.1(g), (h), (i) or (j) of Schedule 11 had been available to and was obtained by the Contractor (having regard to the coverage limits specified in sections 3.1(g), (h), (i) and (j) of Schedule 11 and any applicable deductibles); provided that the Province shall not declare a Force Majeure Termination under clause (d) unless: (e) the Province has incurred a liability under this Section 11.9 and made corresponding payments of at least $5,000,000 in any calendar year or at least $10,000,000 in aggregate at any time during any period of 10 calendar yearsthe Operating Period; and (f) the Province has first afforded the Contractor a reasonable opportunity to meet with the Province to discuss alternative ways to address risks that have become uninsurable.

Uninsurability. Notwithstanding Section 11.1, the Contractor shall not be obligated during the PNI Operating Period to maintain insurance with respect to the Priority New Infrastructure against a risk that has become uninsurable and during the Operating Period to maintain insurance against a risk that has become uninsurable. A risk shall be considered to have become uninsurable only if: (a) insurance against that risk is generally not available to Canadian roadbuilding and road maintenance contractors with reputable insurers in good standing; or (b) the terms and conditions generally required by insurers for insuring such risk are such that the risk is generally not being insured against by Canadian roadbuilding and road maintenance contractors; and shall only be considered an uninsurable risk during such period when the Contractor has not obtained insurance against the risk. Upon the Contractor becoming aware of an uninsurable risk, the Contractor shall in a timely manner give the Province notice of the uninsurable risk, including any details as may be reasonably requested by the Province. For so long as a risk is uninsurable, the PNI O&M Payment or the O&M Payment, as applicable, shall xxxxx by the amount of any reduction in the insurance premiums paid by the Contractor (or that would have been paid by the Contractor had the Contractor obtained insurance in accordance with Schedule 11) as a result of no longer being required to insure against such risk. In the event that, subsequent to the date of the Contractor’s Proposal, a risk becomes an uninsurable risk, and if the Contractor would have been required under Section 11.1 to insure against that risk but for the risk having become an uninsurable risk during the PNI Operating Period or the Operating Period, and if a loss occurs in respect of that risk, then the Province shall, at its option, either: (c) assume responsibility for the loss, to the extent of the insurance proceeds that would have been payable if the insurance specified in Schedule 11 had been available to and was obtained by the Contractor (having regard to the coverage limits specified in Schedule 11 and any applicable deductibles); or (d) declare a Force Majeure Termination, pay the Termination Payment required by Section 18.8 and, if applicable, assume responsibility for the loss arising from the occurrence, to the extent of the insurance proceeds that would have been payable if the insurance specified in Schedule 11 had been available to and was obtained by the Contractor (having regard to the coverage limits specified in Schedule 11 and any applicable deductibles); provided that the Province shall not declare a Force Majeure Termination under clause (d) unless: (e) the Province has incurred a liability under this Section 11.9 and made corresponding payments of at least $5,000,000 in any calendar year or at least $10,000,000 in aggregate during any period of 10 calendar years; and (f) the Province has first afforded the Contractor a reasonable opportunity to meet with the Province to discuss alternative ways to address risks that have become uninsurable.

Uninsurability. Notwithstanding Section 11.111.1(a), the Contractor shall not be obligated during the Operating School M&R Period or the M&R Period to maintain insurance against a risk that has become uninsurable. A risk shall be considered to have become uninsurable only if: (a) insurance against that risk is generally not available to Canadian roadbuilding and road building maintenance contractors with reputable insurers in good standing; or (b) the terms and conditions generally required by insurers for insuring such risk are such that the risk is generally not being insured against by Canadian roadbuilding and road building maintenance contractors; and shall only be considered an uninsurable risk during such period when the Contractor has not obtained insurance against the risk. Upon the Contractor becoming aware of an uninsurable risk, the Contractor shall in a timely manner give the Province notice of the uninsurable risk, including any details as may be reasonably requested by the Province. For so long as a risk is uninsurable, the O&M M&R Payment shall xxxxx by the amount of any reduction in the insurance premiums paid by the Contractor (or that would have been paid by the Contractor had the Contractor obtained insurance in accordance with Schedule 11) as a result of no longer being required to insure against such risk. In the event that, subsequent to the date of the Contractor’s Proposal, a risk becomes an uninsurable risk, and if the Contractor would have been required under Section 11.1 11.1(a) to insure against that risk but for the risk having become an uninsurable risk during the Operating M&R Period, and if a loss occurs in respect of that risk, then the Province shall, at its optionoption and upon notice to the Contractor, either: (c) assume responsibility for the loss, to the extent of the insurance proceeds that would have been payable if the insurance specified in Schedule 11 had been available to and was obtained by the Contractor (having regard to the coverage limits specified in Schedule 11 and any applicable deductiblessections 3.1(d); or (d) declare a Force Majeure Termination, pay the Termination Payment required by Section 18.8 and, if applicable, assume responsibility for the loss arising from the occurrence, to the extent of the insurance proceeds that would have been payable if the insurance specified in Schedule 11 had been available to and was obtained by the Contractor (having regard to the coverage limits specified in Schedule 11 and any applicable deductibles); provided that the Province shall not declare a Force Majeure Termination under clause (d) unless: (e) the Province has incurred a liability under this Section 11.9 and made corresponding payments of at least $5,000,000 in any calendar year or at least $10,000,000 in aggregate during any period of 10 calendar years; and ), (f) the Province has first afforded the Contractor a reasonable opportunity to meet with the Province to discuss alternative ways to address risks that have become uninsurable.or

Uninsurability. Notwithstanding Section 11.1, the Contractor shall not be obligated during the Operating Period to maintain insurance against a risk that has become uninsurable. A risk shall be considered to have become uninsurable only if: (a) insurance against that risk is generally not available to Canadian roadbuilding and road maintenance contractors with reputable insurers in good standing; or (b) the terms and conditions generally required by insurers for insuring such risk are such that the risk is generally not being insured against by Canadian roadbuilding and road maintenance contractors; and shall only be considered an uninsurable risk during such period when the Contractor has not obtained insurance against the risk. Upon the Contractor becoming aware of an uninsurable risk, the Contractor shall in a timely manner give the Province notice of the uninsurable risk, including any details as may be reasonably requested by the Province. For so long as a risk is uninsurable, the O&M Payment shall xxxxx by the amount of any reduction in the insurance premiums paid by the Contractor (or that would have been paid by the Contractor had the Contractor obtained insurance in accordance with Schedule 11) as a result of no longer being required to insure against such risk. In the event that, subsequent to the date of the Contractor’s Proposal, a risk becomes an uninsurable risk, and if the Contractor would have been required under Section 11.1 to insure against that risk but for the risk having become an uninsurable risk during the Operating Period, and if a loss occurs in respect of that risk, then the Province shall, at its option, either: (c) assume responsibility for the loss, to the extent of the insurance proceeds that would have been payable if the insurance specified in Schedule 11 had been available to and was obtained by the Contractor (having regard to the coverage limits specified in Schedule 11 and any applicable deductibles); or (d) declare a Force Majeure Termination, pay the Termination Payment required by Section 18.8 and, if applicable, assume responsibility for the loss arising from the occurrence, to the extent of the insurance proceeds that would have been payable if the insurance specified in Schedule 11 had been available to and was obtained by the Contractor (having regard to the coverage limits specified in Schedule 11 and any applicable deductibles); provided that the Province shall not declare a Force Majeure Termination under clause (d) unless: (e) the Province has incurred a liability under this Section 11.9 and made corresponding payments of at least $5,000,000 in any calendar year or at least $10,000,000 in aggregate during any period of 10 calendar years; and (f) the Province has first afforded the Contractor a reasonable opportunity to meet with the Province to discuss alternative ways to address risks that have become uninsurable.

Uninsurability. Notwithstanding Section 11.1, the Contractor shall not be obligated during the Operating Period to maintain insurance against a risk that has become uninsurable. A risk shall be considered to have become uninsurable only if: (a) insurance against that risk is generally not available to Canadian roadbuilding and road maintenance contractors with reputable insurers in good standing; or (b) the terms and conditions generally required by insurers for insuring such risk are such that the risk is generally not being insured against by Canadian roadbuilding and road maintenance contractors; and shall only be considered an uninsurable risk during such period when the Contractor has not obtained insurance against the risk. Upon the Contractor becoming aware of an uninsurable risk, the Contractor shall in a timely manner give the Province notice of the uninsurable risk, including any details as may be reasonably requested by the Province. For so long as a risk is uninsurable, the O&M Payment shall xxxxx by the amount of any reduction in the insurance premiums paid by the Contractor (or that would have been paid by the Contractor had the Contractor obtained insurance in accordance with Schedule 11) as a result of no longer being required to insure against such risk. In the event that, subsequent to the date of the Contractor’s Proposal, a risk becomes an uninsurable risk, and if the Contractor would have been required under Section 11.1 to insure against that risk but for the risk having become an uninsurable risk during the Operating Period, and if a loss occurs in respect of that risk, other than as a result of any act or omission of the Contractor, its agents or subcontractors or any other person for whom the Contractor is legally responsible, then the Province shall, at its option, either: (c) assume responsibility for the loss, to the extent of the insurance proceeds that would have been payable if the insurance specified in Schedule 11 had been were available to and was obtained by the Contractor (having regard to the coverage limits specified in Schedule 11 and any applicable deductibles)Contractor; or (d) declare a Force Majeure Termination, pay the Termination Payment required by Section 18.8 and, if applicable, assume responsibility for the loss discharge any uninsured third party liability claims arising from the occurrence, to the extent of the insurance proceeds that would have been payable if the insurance specified in Schedule 11 had been available to and was obtained by the Contractor (having regard to the coverage limits specified in Schedule 11 and any applicable deductibles); provided that the Province shall not declare a Force Majeure Termination under clause (d) unless: (e) the Province has incurred a liability under this Section 11.9 and made corresponding payments of at least $5,000,000 in any calendar year or at least $10,000,000 in aggregate during any period of 10 calendar years; and (f) the Province has first afforded the Contractor a reasonable opportunity to meet with the Province to discuss alternative ways to address risks that have become uninsurable.

Uninsurability. Notwithstanding Section 11.111.1(a), the Contractor shall not be obligated during the Operating School M&R Period or the M&R Period to maintain insurance against a risk that has become uninsurable. A risk shall be considered to have become uninsurable only if: (a) insurance against that risk is generally not available to Canadian roadbuilding and road building maintenance contractors with reputable insurers in good standing; or (b) the terms and conditions generally required by insurers for insuring such risk are such that the risk is generally not being insured against by Canadian roadbuilding and road building maintenance contractors; and shall only be considered an uninsurable risk during such period when the Contractor has not obtained insurance against the risk. Upon the Contractor becoming aware of an uninsurable risk, the Contractor shall in a timely manner give the Province notice of the uninsurable risk, including any details as may be reasonably requested by the Province. For so long as a risk is uninsurable, the O&M M&R Payment shall xxxxx by the amount of any reduction in the insurance premiums paid by the Contractor (or that would have been paid by the Contractor had the Contractor obtained insurance in accordance with Schedule 11) as a result of no longer being required to insure against such risk. In the event that, subsequent to the date of the Contractor’s Proposal, a risk becomes an uninsurable risk, and if the Contractor would have been required under Section 11.1 11.1(a) to insure against that risk but for the risk having become an uninsurable risk during the Operating M&R Period, and if a loss occurs in respect of that risk, then the Province shall, at its option, either: (c) assume responsibility for the loss, to the extent of the insurance proceeds that would have been payable if the insurance specified in Schedule 11 had been available to and was obtained by the Contractor (having regard to the coverage limits specified in Schedule 11 and any applicable deductiblessections 3.1(d); or (d) declare a Force Majeure Termination, pay the Termination Payment required by Section 18.8 and, if applicable, assume responsibility for the loss arising from the occurrence, to the extent of the insurance proceeds that would have been payable if the insurance specified in Schedule 11 had been available to and was obtained by the Contractor (having regard to the coverage limits specified in Schedule 11 and any applicable deductibles); provided that the Province shall not declare a Force Majeure Termination under clause (d) unless: (e) the Province has incurred a liability under this Section 11.9 and made corresponding payments of at least $5,000,000 in any calendar year or at least $10,000,000 in aggregate during any period of 10 calendar years; and ), (f) the Province has first afforded the Contractor a reasonable opportunity to meet with the Province to discuss alternative ways to address risks that have become uninsurable.or

Uninsurability. Notwithstanding Section 11.1, the Contractor shall not be obligated during the Operating Period to maintain insurance against a risk that has become uninsurable. A risk shall be considered to have become uninsurable only if: (a) insurance against that risk is generally not available to Canadian roadbuilding and road maintenance contractors with reputable insurers in good standing; or (b) the terms and conditions generally required by insurers for insuring such risk are such that the risk is generally not being insured against by Canadian roadbuilding and road maintenance contractors; and shall only be considered an uninsurable risk during such period when the Contractor has not obtained insurance against the risk. Upon the Contractor becoming aware of an uninsurable risk, the Contractor shall in a timely manner give the Province notice of the uninsurable risk, including any details as may be reasonably requested by the Province. For so long as a risk is uninsurable, the O&M Payment shall xxxxx by the amount of any reduction in the insurance premiums paid by the Contractor (or that would have been paid by the Contractor had the Contractor obtained insurance in accordance with Schedule 11) as a result of no longer being required to insure against such risk. In the event that, subsequent to the date of the Contractor’s Proposal, a risk becomes an uninsurable risk, and if the Contractor would have been required under Section 11.1 to insure against that risk but for the risk having become an uninsurable risk during the Operating Period, and if a loss occurs in respect of that risk, then the Province shall, at its option, either: (c) assume responsibility for the loss, to the extent of the insurance proceeds that would have been payable if the insurance specified in Schedule 11 had been available to and was obtained by the Contractor (having regard to the coverage limits specified in Schedule 11 and any applicable deductibles); or (d) declare a Force Majeure Termination, pay the Termination Payment required by Section 18.8 and, if applicable, assume responsibility for the loss discharge any uninsured third party liability claims arising from the occurrence, to the extent of the insurance proceeds that would have been payable if the insurance specified in Schedule 11 had been available to and was obtained by the Contractor (having regard to the coverage limits specified in Schedule 11 and any applicable deductibles); provided that the Province shall not declare a Force Majeure Termination under clause (d) unless: (e) the Province has incurred a liability under this Section 11.9 and made corresponding payments of at least $5,000,000 in any calendar year or at least $10,000,000 in aggregate during any period of 10 calendar years; and (f) the Province has first afforded the Contractor a reasonable opportunity to meet with the Province to discuss alternative ways to address risks that have become uninsurable.