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ILM TRANSMISSION LINE PROJECT - RFP 527 September 9, 2010

REQUEST FOR PROPOSALS

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INTERIOR TO LOWER MAINLAND TRANSMISSION LINE PROJECT


BRITISH COLUMBIA HYDRO AND POWER AUTHORITY

Reference No. 527

September 9, 2010



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TABLE OF CONTENTS

PART 1 INSTRUCTIONS TO PROPONENTS Schedule IP-A – Project Scope Schedule IP-B – Profile of the ILM Project Preferred Alignment Map Schedule IP-C – Evaluation Framework and Criteria Schedule IP-D – Proposal Form Schedule IP-E – Proposal Guidelines Schedule IP-F – Form of Letter of Credit PART 2 FORM OF CONTRACT (excluding the Functional Requirements) Agreement Terms of Payment General Conditions Contractor’s Proposal (as completed and modified as agreed for inclusion) PART 3 FUNCTIONAL REQUIREMENTS

Refer to detailed contents in each part.


INSTRUCTIONS TO PROPONENTS

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PART 1



Reference No. 527



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CONTENTS

Clause Subject Page IP1 SUMMARY OF KEY INFORMATION ..............................................................................................6 IP2 INTRODUCTION..............................................................................................................................7

2.1 Purpose of this RFP.....................................................................................................................7 2.2 Background..................................................................................................................................7 2.3 The Interior to Lower Mainland Transmission Project .................................................................7 2.4 Definitions ....................................................................................................................................8

IP3 THE COMPETITIVE SELECTION PROCESS ................................................................................9 3.1 Two Stage Process......................................................................................................................9 3.2 RFQ Stage...................................................................................................................................9 3.3 RFP Stage ...................................................................................................................................9 3.4 Participation Agreement ..............................................................................................................9 3.5 Honorarium for Participation......................................................................................................10 3.6 Competitive Selection Timeline .................................................................................................10

IP4 PROPOSAL REQUIREMENTS AND RFP PROCESS..................................................................12 4.1 Closing Time and Location ........................................................................................................12 4.2 Mandatory Requirements ..........................................................................................................12 4.3 Form and Content of Proposals.................................................................................................12 4.4 Language of Proposal................................................................................................................12 4.5 Extension ...................................................................................................................................12 4.6 Opening .....................................................................................................................................12 4.7 Irrevocability...............................................................................................................................12 4.8 Receipt of Complete RFP..........................................................................................................13 4.9 Revisions Prior to the Closing Time ..........................................................................................13 4.10 Options.......................................................................................................................................13 4.11 Data Room.................................................................................................................................13 4.12 Enquiries....................................................................................................................................14 4.13 Addenda.....................................................................................................................................14 4.14 No Unauthorized Contact ..........................................................................................................15 4.15 Unofficial Information .................................................................................................................15 4.16 Email ..........................................................................................................................................15 4.17 Inconsistency between Paper and Electronic Form ..................................................................15 4.18 Duty to Inform ............................................................................................................................15 4.19 Conceptual Design ....................................................................................................................16 4.20 The Site and Site Visits..............................................................................................................16 4.21 Private Land/Reserve Land .......................................................................................................19 4.22 Proponent Information Session .................................................................................................19 4.23 Bilateral Meetings ......................................................................................................................19

IP5 PROPOSAL AND PERFORMANCE SECURITY ..........................................................................20 5.1 Proposal Security Requirement.................................................................................................20 5.2 Return ........................................................................................................................................21 5.3 Retention of Proposal Security by Owner..................................................................................21 5.4 Performance Security Requirements.........................................................................................21

IP6 EVALUATION AND SELECTION ..................................................................................................22 6.1 Clarifications and Additional Information ...................................................................................22 6.2 Waiver of Non-Conformities.......................................................................................................22 6.3 Interviews...................................................................................................................................23 6.4 Evaluation ..................................................................................................................................23 6.5 Preferred Proponent and Contract Award .................................................................................23 6.6 Debriefing...................................................................................................................................24

IP7 FIRST NATIONS............................................................................................................................25



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7.1 General ......................................................................................................................................25 7.2 Baseline Requirements..............................................................................................................25 7.3 Value-Added ..............................................................................................................................27

IP8 TERMS AND CONDITIONS ..........................................................................................................29 8.1 No Obligation to Proceed...........................................................................................................29 8.2 Changes to Proponent Teams...................................................................................................29 8.3 Material Change After Closing Date ..........................................................................................29 8.4 Ownership of Proposals.............................................................................................................30 8.5 Intellectual Property Rights........................................................................................................30 8.6 Freedom of Information and Protection of Privacy Act..............................................................30 8.7 Cost of Preparing the Proposal .................................................................................................30 8.8 Contract Award ..........................................................................................................................30 8.9 Form of Contract........................................................................................................................30 8.10 Confidentiality of Information .....................................................................................................31 8.11 Limitation of Liability ..................................................................................................................31 8.12 Reservation of Rights ................................................................................................................31 8.13 Disclosure and Transparency....................................................................................................31 8.14 No Collusion ..............................................................................................................................32 8.15 Contractor Code of Conduct ......................................................................................................32 8.16 No Lobbying...............................................................................................................................32 8.17 Fairness Advisor ........................................................................................................................32 8.18 Owner’s External Legal Counsel ...............................................................................................33

IP9 CONFLICTS, RELATIONSHIP DISCLOSURE AND RESTRICTED PARTIES ............................34 9.1 Disclosure and Relationship Disclosure Form...........................................................................34 9.2 Conflicts of Interest and Unfair Advantage................................................................................34 9.3 No Use or Inclusion of Restricted Parties..................................................................................35 9.4 Restricted Parties ......................................................................................................................35 9.5 Exclusivity ..................................................................................................................................36 9.6 Shared Use................................................................................................................................36

IP10 DEFINITIONS AND INTERPRETATION .......................................................................................37 10.1 Definitions ..................................................................................................................................37 10.2 Interpretation..............................................................................................................................41

SCHEDULES

IP-A – PROJECT SCOPE IP-B – PROFILE OF THE ILM PROJECT PREFERRED ALIGNMENT MAP IP-C – EVALUATION FRAMEWORK AND CRITERIA IP-D – PROPOSAL FORM IP-E – PROPOSAL GUIDELINES

SCHEDULE IP-E-1 – SCHEDULE OF PRICES SCHEDULE IP-E-2 – CONTRACT PRICE BREAKDOWN SCHEDULE IP-E-3 – MILESTONE PAYMENT SCHEDULE SCHEDULE IP-E-4 – MATERIAL AND CONSTRUCTION DRAWDOWN SCHEDULE SCHEDULE IP-E-5 – LIFECYCLE COST ANALYSIS AND REPORT SCHEDULE IP-E-6 – RECONFIRMATION OF RFQ RESPONSES SCHEDULE IP-E-7 – RELATIONSHIP DISCLOSURE FORM SCHEDULE IP-E-8 – ABORIGINAL INCLUSION

IP-F – FORM OF LETTER OF CREDIT



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IP1 SUMMARY OF KEY INFORMATION

RFP TITLE The title of this RFP is:

Request for Proposals - Interior to Lower Mainland Transmission Line Project

Please use this title on all correspondence.

CONTACT PERSON

The Contact Person for this RFP is:

Gordon Stables Email: [email protected]

As set out in IP4.12, all enquiries should be by email to the Contact Person.

As set out in IP4.1, Proposals sent by fax or email will NOT be accepted for this RFP.

LAST TIME FOR ENQUIRIES

16:00:00 local time in Vancouver, British Columbia on January 28, 2011.

As set out in IP4.11, enquiries received after this time may not be processed and may not receive a response.

CLOSING TIME The Closing Time is:

11:00:00 local time in Vancouver, British Columbia on February 11, 2011.

CLOSING LOCATION

The Closing Location is:

BC Hydro Bid Station 535 Hamilton Street, Vancouver, BC V6B 2R1, Canada

PROPOSAL VALIDITY PERIOD

The period commencing from the Closing Time until 180 days after the Closing Time, unless extended by mutual agreement.



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IP2 INTRODUCTION

2.1 Purpose of this RFP

In accordance with this Request for Proposals (the “RFP”), British Columbia Hydro and Power Authority invites proposals (the “Proposals”) from the Qualified Respondents (the “Proponents”) for the design, fabrication, material procurement, construction and other work for the ILM Transmission Line Project as further described in this RFP (the “Work”).

Proponents must submit their Proposals on or before the Closing Time and in accordance with the requirements of this RFP.

2.2 Background

The RFQ was issued by British Columbia Transmission Corporation on its own behalf and on behalf of the Owner. Effective July 5, 2010, under the Clean Energy Act (British Columbia) the corporation was integrated with the Owner and its interest in the Competitive Selection Process was transferred to the Owner.

The period between selection of the Qualified Respondents until issuance of this RFP was referred to and addressed by separate letters dated December 18, 2009 with each of the Qualified Respondents. The Pre-RFP Period referred to in those letters is terminated and the Competitive Selection Process is as described in this RFP.

The Owner operates over 18,000 km of transmission lines, including underground and submarine cables. Supported by over 20,500 steel towers and 75,000 wood poles, this system of high-voltage wires carries electricity from generation facilities to almost 300 substations around the province. From these substations, distribution-voltage electricity is delivered directly to homes and businesses.

The Owner is committed to building and maintaining the Transmission System in a manner that is both reliable and environmentally sustainable. Accordingly, the Owner works cooperatively with Aboriginal peoples and stakeholders on resource management to ensure the sustainability of the electricity grid.

2.3 The Interior to Lower Mainland Transmission Project

The Owner, in consultation with the Province, Aboriginal peoples, industry and interested stakeholders, is planning the ILM Project, which is to be the largest expansion to the Transmission System in 30 years.

The ILM Transmission Line Project is part of the ILM Project. The ILM Transmission Line Project will help the Owner meet new BC Energy Plan objectives of grid expansion, energy conservation, innovation and enhanced reliability. The ILM Transmission Line Project will reinforce the capacity of the ILM transmission system providing clean, renewable energy from BC’s heritage hydro generation resources and independent power producers in the Northern and Southern Interior.

Proponents should refer to Schedule IP-A – Project Scope and the Functional Requirements for more information about the ILM Project and the ILM Transmission Line Project.



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2.4 Definitions

Capitalized terms have the meanings given to them in IP10.



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IP3 THE COMPETITIVE SELECTION PROCESS

3.1 Two Stage Process

This IP3 describes the process that the Owner expects to use in the selection of a Preferred Proponent. The Competitive Selection Process includes two stages: the RFQ Stage and the RFP Stage.

3.2 RFQ Stage

During the RFQ Stage, the Owner selected four Qualified Respondents. Only these Qualified Respondents are eligible to proceed to the RFP Stage.

3.3 RFP Stage

The Owner’s objectives of the RFP Stage are to obtain Proposals in accordance with the terms of this RFP, to select the Preferred Proponent and to finalize and award the Contract.

3.4 Participation Agreement

As a condition of receiving this RFP and as a Mandatory Requirement, each Proponent must sign and deliver the Participation Agreement and must comply with the Participation Agreement.

The Participation Agreement includes:

(a) confirmation by the Proponent of no material changes since the Response to the RFQ, or disclosure of same for consideration by the Owner;

(b) confidentiality requirements;

(c) a commitment by the Owner to pay the Honorarium to Proponents as further described in IP3.5.

As described in the Participation Agreement, in order to provide Proponents an opportunity for a preliminary review of the RFP a Proponent may, within 5 business days after the date this RFP is issued, as indicated by the Contact Person, provide written notice to the Contact Person exercising an option to terminate the Participation Agreement and the Proponent’s participation in the Competitive Selection Process. If the Proponent does not provide such notice, the Proponent will be deemed not to have exercised such option, and the Participation Agreement will not have been terminated.

If the Proponent does not comply with the requirements of this IP3.4 and the Participation Agreement, or discloses material changes since the RFQ that are not acceptable to the Owner in its sole discretion, the Proponent shall in the Owner’s sole discretion cease to be a Proponent, will be ineligible to participate in the RFP Stage and may be replaced by any other Respondent.



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3.5 Honorarium for Participation

Subject to the terms of this IP3.5, the Owner will pay an honorarium (the “Honorarium”) that is the lesser of (i) $300,000 (plus HST) or (ii) the substantiated out-of-pocket costs reasonably incurred by a Proponent in the preparation of its Proposal.

The Honorarium will be payable to:

(a) each unsuccessful Proponent that submits a bona fide Base Proposal and complies with the Mandatory Requirements; or

(b) each Proponent in the event that the Owner cancels or terminates the Competitive Selection Process prior to entering into the Contract with a Proponent,

provided that the Owner will not pay the Honorarium to any Proponent who prior to the Closing Time withdraws from the Competitive Selection Process or who has its right to participate in the Competitive Selection Process terminated by the Owner under IP8.16, or after the Closing Time to any Proponent who fails to submit a bona fide Base Proposal and to comply with the Mandatory Requirements or from whom the Owner is entitled to retain the Proposal Security under IP 5.3.

The Honorarium is not payable until 30 days after:

(a) the Proponent provides written acknowledgement of and agreement to the disclaimers, limitations and waivers of liability and claims as set out in the RFP, including IP8.11 and the Participation Agreement;

(b) the Proponent provides written acknowledgement and agreement to the licence of the intellectual property rights and has waived or obtained a waiver of all moral rights pursuant to IP8.5; and

(c) the Proponent submits an invoice for the Honorarium and sets out the amount of the out-of-pocket costs incurred in the preparation of the Proposal, with supporting documentation required by the Owner.

3.6 Competitive Selection Timeline

The following table outlines the Owner’s anticipated timeline for the RFP Stage:

Anticipated RFP Stage Schedule

Milestones Timeline Proponent Information Session(s) (including access protocol workshop)

September 15, 2010

Last Time for Enquiries January 28, 2011 Closing Time February 11, 2011



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Selection of Preferred Proponent April 11, 2011 Award and commencement of Contract April 29, 2011

The Owner may at any time change the above dates and any other dates.



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IP4 PROPOSAL REQUIREMENTS AND RFP PROCESS

4.1 Closing Time and Location

Proposals must be received at the Closing Location at or before the Closing Time.

All times will be determined with reference to the clock used by the Owner for that purpose. Proposals received after the Closing Time will not be considered and will be returned unopened.

Proposals sent by fax or email will not be accepted.

4.2 Mandatory Requirements

The following are mandatory requirements:

(a) Proponents must execute and deliver to the Owner the Participation Agreement in accordance with IP3.4; and

(b) Proposals must:

(i) be received at the Closing Location at or before the Closing Time;

(ii) contain a completed and signed Relationship Disclosure Form; and

(iii) contain a completed and signed Proposal Form

(the “Mandatory Requirements”).

4.3 Form and Content of Proposals

In addition to the Mandatory Requirements, Proponents should submit a Proposal that substantially complies with the requirements of, and provides the contents requested by, the Proposal Guidelines.

4.4 Language of Proposal

Proposals should be in English. Any portions of Proposals that are not in English may or may not be evaluated.

4.5 Extension

The Owner may extend the Closing Time for any reason and, in that event, will, in writing, advise the Proponents of the new Closing Time.

4.6 Opening

The Owner will open the Proposals in private.

4.7 Irrevocability



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The Proposals are irrevocable for the Proposal Validity Period.

4.8 Receipt of Complete RFP

Proponents should ensure that they have received the complete set of the RFP Documents. Every Proposal is deemed to be made on the basis of all of the RFP Documents, including any Addenda. The Owner accepts no responsibility for any Proponent lacking a complete set of the RFP Documents or any other information.

4.9 Revisions Prior to the Closing Time

Proponents may make changes to their Proposals (each, a “Revision”) after the submission of their Proposals on the condition that each Revision must be:

(a) submitted by hand or courier to the Closing Location; and

(b) received at or before the Closing Time.

In preparing and submitting the Revision, Proponents should comply with the marking, packaging, number of copies and other requirements of the Proposal Guidelines to the extent applicable to the changes included in the Revision.

At least one copy of the Revision must be originally executed.

The Owner will determine the time of receipt of any Revision with reference to the clock used by the Owner for that purpose. Revisions received after the Closing Time will not be considered and will be returned unopened.

4.10 Options

Proponents may submit options within their Proposals and should include the net price increase or decrease if applicable. The Owner will only consider options from the Preferred Proponent upon selection of the Preferred Proponent, and may in its sole discretion negotiate and award the Contract on the basis of the option, or to incorporate some or all of the option into the Proposal.

4.11 Data Room

The Owner will establish an electronic data room (the “Data Room”) in which will has placed documents in the possession of the Owner that the Owner has identified as relevant to the ILM Transmission Line Project and that are available to the Proponents for consideration in the preparation of their respective Proposals.

Proponents seeking access to Data Room will be required to comply with the conditions of access from the Data Room operator.

The Owner does not make any representation as to the relevance, accuracy or completeness of the information provided in the Data Room.



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The Owner may update the information in the Data Room from time to time. Although the Owner will attempt to notify Proponents of all updates, Proponents are solely responsible for ensuring that they check the Data Room frequently for any updates and that they use only the most current updated information in the preparation of their Proposals.

The Owner will post any Addenda and responses to enquiries in the Data Room. It is the sole responsibility of the Proponents to check the Data Room. The Owner may as a convenience provide a copy or notification to the authorized representative of the Proponent, but Proponents may not rely on any such copy or notification.

4.12 Enquiries

Proponents should submit all enquiries in writing. Proponents should direct all enquiries and communications regarding this RFP to the Contact Person, by email only, to the email address set out in IP1. The Owner strongly discourages telephone conversations.

The Owner, to the extent practical, will respond to enquiries in writing. However, the Owner may not respond to an enquiry from a Proponent if the Owner does not consider that such question or response is material to this RFP process.

The Owner will distribute written responses to enquiries to all Proponents by posting the responses in the Data Room unless (i) the enquiry is of a minor or administrative nature that in the Owner’s opinion is not likely to be material to other Proponents or (ii) the enquiry contains information that the Proponent clearly marks “Commercial in Confidence”, in which case the following procedure will apply:

(a) if the Owner in its sole discretion considers that the Owner should respond to the enquiry on a confidential basis, then the Owner will do so; and

(b) if the Owner in its sole discretion considers that the Owner should not respond to the enquiry on a confidential basis, the Owner will notify the Proponent who submitted such enquiry of the Owner’s decision and the Proponent will have the opportunity to withdraw the enquiry or their request for the enquiry to be “Commercial in Confidence”. If the Proponent does not withdraw the enquiry, then the Owner may provide its response to all Proponents.

Any information obtained by a Proponent other than from the Owner as an Addendum in accordance with IP4.13, and other than as a written response to an enquiry in accordance with the foregoing, must not be relied upon by the Proponent and any reliance upon such information is at the Proponent’s sole risk.

The Owner may not process or respond to any enquiries received after the Last Time for Enquiries.

4.13 Addenda

The Owner may through the Contact Person amend the terms or contents of this RFP before the Closing Time by issuing an Addendum, which will become part of the RFP Documents.



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Written Addenda are the only means of amending this RFP. Only the Owner, through the Contact Person, is authorized to amend or Clarify this RFP by issuing an Addendum in the Data Room. No other employee or agent of the Owner is authorized to amend or clarify this RFP.

4.14 No Unauthorized Contact

Proponents should direct all communication on matters related to the ILM Transmission Line Project or the Competitive Selection Process in writing to the Contact Person. If, however, the Owner appoints a Fairness Advisor, Proponents may contact the Fairness Advisor directly but should also promptly advise the Contact Person that they have done so. Proponents and any other interested parties should not communicate directly or indirectly on matters related to the ILM Transmission Line Project or the Competitive Selection Process with any representatives of any Restricted Party, the Owner (except the Contact Person), Private Land Owners, elected officials or any other government employees who are involved in the ILM Transmission Line Project or the Competitive Selection Process. The Owner may Disqualify any Proponent who does not comply with this IP4.14.

4.15 Unofficial Information

Information offered by or otherwise obtained from any source other than the Contact Person is not official and should not be relied on or otherwise used in any way for any purpose, and will not be binding on the Owner.

4.16 Email

The following provisions apply to any email between a Proponent and the Contact Person:

(a) The Owner does not assume any risk, responsibility or liability whatsoever to any Proponent:

(i) for ensuring that any email system being operated for or on behalf of the Owner is in good working order, able to receive communications or is not engaged in receiving other communications such that a Proponent’s communication cannot be received; and

(ii) for confirming whether a permitted email delivery was or was not received by the Owner, or received in less than its entirety, within any time limit specified by this RFP.

(b) All permitted email communications to the Contact Person will be deemed as having been received by the Contact Person on the dates and times indicated by the Contact Person’s email system.

4.17 Inconsistency between Paper and Electronic Form

If there is any inconsistency between the paper form of a document and the digital, electronic or other computer readable form, the paper form of the document in the possession of the Owner prevails.

4.18 Duty to Inform



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Although the Owner has made efforts to provide information in the RFP Documents, the Proponents must conduct their own investigations and due diligence. Nothing in the RFP Documents is intended to relieve the Proponents from forming their own opinions and conclusions.

Each Proponent will be solely responsible to fully inform itself of all aspects of the ILM Transmission Line Project and the Work before submitting a Proposal. The Owner and the Owner’s directors, officers, employees, agents and consultants will not be liable, and the Proponent will have no claim against one or more of them for damages, losses, costs or expenses, of any nature whatsoever, incurred by the Proponent in respect of the ILM Transmission Line Project and the Work resulting from any misunderstanding by the Proponent as to the nature, scope, risks and conditions of the ILM Transmission Line Project and the Work.

Before submitting its Proposal, the Proponent must:

(a) satisfy itself as to:

(i) the nature of the ground, subsoil and substrata of the Site;

(ii) the form and nature of the Site;

(iii) the quantities, location and nature of the Site and materials necessary for performance of the Work;

(iv) the means of access to the Site; and

(v) the conditions under which the labour force will be employed; and

(b) obtain all necessary information as to the nature, scope, risks and conditions which may influence its evaluation of the costs to perform the Work, and which may influence or affect its Proposal.

4.19 Conceptual Design

The Owner has prepared a conceptual design for the ILM Transmission Line Project (the “Conceptual Design”) that will be made available to Proponents during the RFP Stage. The Owner will be under no obligation or liability whatsoever in relation to the Conceptual Design and makes no representation or warranty in relation to the Conceptual Design including whether such design is accurate or suitable for the ILM Transmission Line Project.

4.20 The Site and Site Visits

4.20.1 Site Information

Detailed information on the Site, including orthophotos, may be obtained in the Owner’s EAC application for the ILM Project, which may be viewed at:

http://transmission.bchydro.com/regulatory_filings/capital_projects/current_capital_projects/interior_to_lower_mainland_transmission_project_environmental_assessment%29.htm



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4.20.2 General

Proponents should attend an access protocol workshop, which the Owner intends to hold as part of an information session.

Proponents should, in accordance with 4.12, send all inquiries for access to the Contact Person setting out the proposed:

(a) visit date(s);

(b) start and finish time(s);

(c) location(s);

(d) purpose for the visit(s) and a summary of the activities that will take place, including any invasive activities (i.e., drilling, machine excavation);

(e) access plan, if access is not via the existing right-of-way;

(f) for Crown Land, the parcel number;

(g) for Private Land, the parcel number and name of the property owner; and

(h) for reserve land, the reserve name and a description of the specific location.

All access is subject to the prior consent of the Owner in the Owner’s sole discretion.

The Owner may attempt to combine visits between different Proponents, including for Private Land and reserve land, to reduce the impact.

The Owner may elect to send a representative to accompany the Proponent(s) on any site visit.

The Proponent should ensure that it caries appropriate insurance coverage, acceptable to the Owner.

4.20.3 Crown Land

(a) A minimum of 2 Business Days prior to the requested access to Crown lands, the Proponent must email the Contact Person with the information set out above. The Contact Person will forward the request to Owner’s Property Representative

(b) No invasive activities (i.e., drilling, machine excavation) shall occur without prior Owner approval.

(c) Proponents may access the Owner’s rights of way on Crown land providing that they do not access these rights of way by way of Private Lands (including roads) or reserve lands (including roads).

(d) If access is required by use of Private Land or reserve lands, the relevant provisions below shall apply.



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4.20.4 Private Land

(a) Prior to accessing Private Land or accessing other right of way from Private Land, Proponents must provide the information set out above to the Contact Person a minimum of three weeks prior to the requested access. The Contact Person will forward this information to the Owner’s property representative in writing.

(b) Upon receipt of the above information, the Owner’s property representative will use reasonable efforts to arrange for permission to enter for investigative purposes and will inform the Proponent of any special requirements. The Proponent requesting access will be notified once the necessary arrangements are in place.

(c) Within 48 hours following access, the Proponent is to notify the Contact Person in writing of when the access was made, any contacts, and any issues encountered.

4.20.5 Reserves

(a) Prior to accessing Private Lands or accessing other right of way from Private Lands, Proponents must provide the information set out above to the Contact Person a minimum of three weeks prior to the requested access. The Contact Person will forward this information to the Owner’s representative in Aboriginal Relations and Negotiations (ARN).

(b) Proponents should note that that no part of the transmission line will cross First Nation reserve land, and therefore the Proponent should provided detailed information with the Proponent’s request to satisfy the Owner that such access is required. Unless sufficient reasons are provided, it is not anticipated that the Owner will seek permission to access reserve land for the Proponents.

(c) Upon receipt of the above information, the Owner’s ARN Representative will consider the request, and if agreed in the Owner’s discretion will use reasonable efforts to arrange for permission to enter for investigative purposes and will inform the Proponent of any special requirements.

(d) The Proponent requesting access will be notified by the Contact Person once the necessary arrangements are in place.

(e) Within 48 hours following access, the Proponent is to notify the Contact Person in writing of when the access was made, any contacts, and any issues encountered.

4.20.6 Site Visit Protocol

Proponents must execute a Site visit protocol in such form as the Owner may require prior to participating in any Site visit or conducting any Site investigation. All Site visits and investigations must be conducted in accordance with such Site visit protocol. No Proponent may participate in a Site visit or investigation unless a Site visit protocol is executed and



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adhered to. Each Proponent will be deemed to have irrevocably authorized each individual participating in a Site visit or investigation, and each individual participating in a Site visit or investigation will be irrevocably deemed to have the full authority of the Proponent on whose behalf the individual is participating in the Site visit or investigation, to bind the Proponent to the provisions of the Site visit protocol.

By participating in a Site visit or investigation, or by permitting an individual to participate in on its behalf, the Proponent, on behalf of itself and its successors and assigns, will irrevocably waive, release and forever discharge the Owner and the Owner’s directors, officers, employees, contractors, consultants and agents from any liability for any and all claims, losses, costs, expenses, damages, suits, actions and demands the Proponent may at any time have or incur as a result of or arising out of the Site visit or investigation.

In consideration of the opportunity to participate in a Site visit or investigation, the Proponent will indemnify and save harmless the Owner and the Owner’s directors, officers, employees, contractors, consultants and agents from and against all losses, costs, damages, suits, actions and demands and any liability for them to any person or property arising out of the Site visit or investigation.

4.21 Private Land/Reserve Land

Except as may be permitted by the Owner under IP4.20, nothing in the RFP Documents permits or allows any Proponent, or anyone acting on behalf of the Proponent, to enter Private Land or Reserve Land or to contact any person for the purposes of gaining access to any Private Land or Reserve Land.

4.22 Proponent Information Session

The Owner anticipates arranging information session(s) for Proponents. Proponents and their representatives are responsible for their own transportation to the information session(s). The Owner may post information regarding the information session in the Data Room.

4.23 Bilateral Meetings

Prior to the Closing Time, the Owner may, but is not obligated to, elect to hold one or more Bilateral Meetings with the Proponents, and may make available certain of its personnel, consultants and advisors to participate in the Bilateral Meetings.

The Bilateral Meetings will take place in accordance with the following:

(a) the purposes of the Bilateral Meetings will be defined by the Owner, and may include:

(i) providing the Owner with comments on technical, commercial and contractual matters; and

(ii) providing Proponents with some comments and feedback from the Owner on the general acceptability of particular solutions or innovations Proponents may be considering for various aspects of their Proposals;



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(b) in advance of each Bilateral Meeting, each Proponent should provide the Owner with a list of issues it would like to discuss. The Owner may provide each Proponent with a list of any issues the Owner would like to raise. The Proponent should coordinate these lists and issue a coordinated agenda prior to each Bilateral Meeting;

(c) the Owner may determine which Owner representatives will be present at any Bilateral Meeting;

(d) at each Bilateral Meeting, a Proponent may have such officers, directors, employees, consultants and agents of the Proponent present as the Proponent considers necessary for effective communication with the Owner and to fulfil the objectives of the Bilateral Meeting;

(e) to facilitate free and open discussion at the Bilateral Meetings, Proponents should note that any comments provided by or on behalf of the Owner during any Bilateral Meeting, including in respect of any particular matter raised by a Proponent or which is included in any documents or information provided by a Proponent prior to or during the Bilateral Meeting, and any positive or negative views, encouragement or endorsements expressed by or on behalf of the Owner during the Bilateral Meetings to anything said or provided by Proponents will not in any way bind the Owner and will not be deemed or considered to be an indication of a preference by the Owner even if adopted by the Owner. Proponents may at any subsequent Bilateral Meeting, be required to acknowledge, in writing, the non-binding nature of the comments provided by or on behalf of the Owner during each Bilateral Meeting; and

(f) if a Proponent wishes to rely upon anything said or indicated at a Bilateral Meeting, then the Proponent must submit an enquiry describing the information it would like to have confirmed and request that the Owner provide that information to the Proponent in written form and, if such information relates to a clarification, explanation or change to a provision of the RFP, request an Addendum to the RFP clarifying and amending the provision in question.

IP5 PROPOSAL AND PERFORMANCE SECURITY

5.1 Proposal Security Requirement

The Proponent must submit with its Proposal security (collectively and individually, the “Proposal Security”) in the amount of $5,000,000.

The Proposal Security must be an irrevocable standby letter of credit, substantially in the form attached as Schedule IP-F and must be available for presentation in Vancouver (BC) Canada. The letter of credit must be for a period that expires no earlier than 60 days after the Proposal Validity Period. The letter of credit shall be issued or confirmed by a domestic Canadian financial institution authorized to transact business of such nature and having a minimum credit rating of not less than Standard & Poor's A-, Moody's A3 or DBRS A (low). If the issuing financial institution is not a domestic Canadian financial institution, the Sovereign (Country) debt rating shall not be less than Standard & Poor’s AA, Moody’s Aa2 or DBRS AA and the financial institution must be acceptable to the Owner. For the purpose of this IP, the lowest credit rating



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issued by the above referenced credit rating agencies for a specific financial institution shall be considered as that financial institution’s credit rating.

5.2 Return

The Owner will return all Proposal Security to the Proponents as soon as reasonably possible after receipt of the Performance Security of the successful Proponent required under IP5.4.

5.3 Retention of Proposal Security by Owner

The Owner will be entitled to keep and apply to its own use the Proposal Security if the Proponent:

(a) has been selected as a Preferred Proponent and fails to negotiate in good faith with the Owner and, as a result, is not awarded a Contract;

(b) has its Proposal rejected, or its right to participate in the Competitive Selection Process terminated, by the Owner under IP8.16; or

(c) where the successful Proponent does not provide the Performance Security as and when required under IP5.4 and under the Contract or fails or refuses to execute the Contract within 14 days after the date it is requested to do so by the Owner.

In either event, the Owner may draw on the Proposal Security. By submitting a Proposal and the Proposal Security, the Proponents acknowledge that the Proposal Security represents a genuine pre-estimate of the damages that the Owner will suffer as a result of the happening of any of the events specified in this IP5.3, and is not to be construed as a penalty.

5.4 Performance Security Requirements

The Proponent is advised that, if awarded the Contract, within 14 days of the award of the Contract, or within any further period permitted by the Owner, it will be required to deliver to the Owner the following Performance Security as specified in the Contract Documents:

(a) an executed performance bond in the amount of 50% of the total amount of the prices specified in the Schedule of Prices attached to the Contract for the Work awarded to the Contractor; and

(b) an executed labour and materials payment bond in the amount of 50% of the total amount of the prices for installation items specified in the Schedule of Prices attached to the Contract for the Work awarded to the Contractor.



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IP6 EVALUATION AND SELECTION

6.1 Clarifications and Additional Information

The Owner may request clarifications or additional information from one or more Proponents after the Closing Time and prior to the completion of the evaluation and selection of the Preferred Proponent. Without limiting the generality of the foregoing, the Owner may:

(a) at any time seek clarifications, additional information or modifications in connection with a Proposal from one or more Proponents, and in any manner, including through written correspondence, interviews or presentations by Proponents;

(b) choose not to seek clarifications, additional information or modifications in connection with a Proposal from one or more Proponents;

(c) discontinue seeking, for any reason, clarifications, additional information or modifications in connection with a Proposal from one or more Proponents; and

(d) seek different clarifications, additional information or modifications in connection with Proposals from different Proponents.

The Owner’s requests for such clarifications, additional information or modifications may be made for information that has been partially or completely omitted from a Proposal. However, the Owner does not have an obligation to request any additional information or clarification with respect to missing or deficient information in a Proposal.

If the Owner requests clarifications, additional information or modifications from a Proponent, such requests will be prepared by the Contact Person and forwarded to the applicable Proponent in writing. The Owner may consider and take into account any and all additional information or clarification provided by a Proponent to the Contact Person in response to such requests in the same manner and to the same extent as if that information or clarification was part of such Proponent’s original Proposal. However, for greater certainty, the Owner will not consider any information provided after the Closing Time that is not in response to a request in accordance with this IP6.1.

6.2 Waiver of Non-Conformities

The Owner may refuse to consider, remove from the evaluation process entirely and to reject outright any Proposal that the Owner determines is materially incomplete, obscure or irregular, that contains exceptions or variations not acceptable to the Owner or that omits any material information required to be submitted by this RFP.

Notwithstanding the foregoing, if a Proposal is received that in the Owner’s opinion is materially incomplete, obscure or irregular, that contains exceptions or variations not acceptable to the Owner or that omits any material information required to be submitted by this RFP, then the Owner (taking into account the number of compliant Proposals that were actually received) may waive such non-conformance with the requirements of this RFP on such terms and conditions as the Owner may consider appropriate, even if any such non-conformance or failure to comply with the requirements of this RFP would otherwise render such Proposal null and void.



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6.3 Interviews

The Owner may invite any of the Proponents to meet with the Owner to provide further explanation and clarification of its Proposal. The Owner is not required to have such meetings with all Proponents.

6.4 Evaluation

The Owner will in its discretion evaluate any or all of the Proposals it receives, including all clarifications, additional information, modifications and negotiated changes, by applying the Evaluation Criteria. The Owner may develop particular criteria to facilitate its review and evaluation within the categories set out in the Evaluation Criteria. The Owner may appoint a committee to conduct the evaluation, and the Owner may be assisted by technical, financial, legal and other advisors or employees of the Owner.

Without limiting the particular criteria, the Owner may take into account the following in applying the Evaluation Criteria:

(a) non-performance by a Proponent on previous contracts with the Owner or others;

(b) the quality of a Proponent’s performance on previous contracts with the Owner or others;

(c) any increased cost anticipated by the Owner resulting from extra work in respect of inspection, contract administration, dispute resolution and litigation with respect to any Proponent;

(d) anticipated or ongoing claims with or in connection with a Proponent;

(e) any security or safety concerns which the Owner may have in respect of a Proponent or its facilities, subcontractors or suppliers;

(f) the results of any interview with a Proponent or supplied references; or

(g) any knowledge of or experience with a Proponent or its principals, directors, officers and employees.

Proponents should not assume that other than as expressly included in this RFP and the Proposal the Owner has any knowledge of the Proponent or its principals, directors, officers and employees or their respective experience, expertise or performance on other projects.

The Owner may independently verify any information (including conducting credit, reference and other checks with respect to a Proponent) and consider such findings in its evaluation.

The Owner is not required to inform Proponents of how Proposals were ranked in the evaluation process.

6.5 Preferred Proponent and Contract Award



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The Owner will select the Proponent who submitted the highest-ranked Proposal to be the Preferred Proponent. The only valid form of notification that a Proponent has been selected as the Preferred Proponent is written notice from the Contact Person to the Proponent’s Representative.

The Owner and the Preferred Proponent may negotiate to seek to reach agreement on the Contract.

If for any reason the Owner determines that it is unlikely to reach an agreement with the Preferred Proponent, the Owner may terminate negotiations and proceed in any manner the Owner may determine, including inviting one of the other Proponents to enter into negotiations or terminating the Competitive Process and proceeding with some or all of the ILM Transmission Line Project in any other manner and with any person.

The finalization and award of the Contract are subject to the Owner receiving all required approvals.

6.6 Debriefing

After the Owner and the Preferred Proponent have finalized and entered into the Contract, the Owner will conduct a debriefing for any other Proponent upon request. In a debriefing, the Owner may discuss the strengths and weaknesses of that Proponent’s Proposal, but the Owner will not disclose or discuss any confidential information of another Proponent and is not required to inform Proponents of how the Proposals were ranked in the evaluation process.



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IP7 FIRST NATIONS

7.1 General

The successful Contractor will be responsible for the following:

1) Meeting the minimum requirements throughout the Contract; and

2) Value-Added.

The Owner is addressing aboriginal rights and title issues raised by First Nations.

In relation to this RFP, the baseline requirements with respect to First Nations are:

(a) Any direct awards to First Nations are included in the Base Proposal or in the Contract;

(b) The Contractor must comply with Contract requirements relating to First Nations; and

(c) The Contractor must comply with requirements under the EAC.

Any additional benefits provided in the Proposal will be evaluated as Value-Added elements in accordance with IP-C Evaluation Framework and Criteria.

7.2 Baseline Requirements

7.2.1 Direct Awards

The Contract set out in Part 2 Form of Contract in this RFP assumes that the Contractor is responsible for all of the Work.

However, the Owner is in the process of entering into Impact Benefit Agreements and other arrangements with First Nations. These agreements and arrangements may include direct contracts with First Nations or others as agreed with First Nations, including for three categories of work: right of way clearing, access road preparation and environmental monitoring.

The Owner may enter into direct award contracts with First Nations at any time before the Closing Time.

The Owner’s intention is to assign the contracts to the Contractor so that the relevant party becomes a subcontractor to the Contractor.

The Owner’s approach will be:

(a) Prior to the Closing Time: Any direct award contracts entered into prior to the Closing Time will be provided to the Proponents and will be described in an Addendum to the RFP. These contracts will be included by the Proponents in their Proposal as intended subcontractors, such that the Proposal includes the price and scope of work performed by the subcontractors.



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(b) Prior to award of the Contract: Any direct award contracts entered into after the Closing Time will be provided to the Preferred Proponent upon selection of the Preferred Proponent and it will be a condition of award of the Contract that the contracts are included by in the Contract as subcontractors, with adjustments to the Contract Price and scope of work based on such direct award contracts.

(c) Following execution of the Contract: Any direct award contracts entered into after the execution of the Contract will be included in the Contract as a subcontractor, with any adjustments made through the Work Change mechanism in the Contract.

In all cases, the Contractor will be responsible for the Work of such subcontractor to the same extent as any other subcontractor. The Contractor will make all payments to the subcontractor in accordance with the terms of the direct award contract.

The Owner will advise of any direct award contracts that are entered into and place a copy in the Data Room.

7.2.2 Contract Requirements

The Contractor will be required to comply with all Contract requirements.

This will include developing, providing and reporting on First Nations benefits during the Contract.

In particular, Proponents should note that Contractors will be required to post all “employment opportunities” to First Nations in advance of generally publicly available advertising, with reasonable advance notice and reasonable response times.

7.2.3 EAC Commitments and Assurances Relating to First Nations

The Contractor must comply with the EAC commitments.

In particular, Proponents should note that the Owner’s Table of Commitments and Assurances sets out several specific obligations with respect to employment of First Nations. These are replicated below,

These are provided for convenience or reference, but should not be relied on. Proponents should refer to the complete set of EAC requirements. Note that references in the table to “BCTC” should be interpreted as references to the “Owner”.

Number Commitment

ENVIRONMENTAL MONITORING AND FOLLOW-UP PROGRAMS 56 BCTC will work with First Nations to identify and facilitate First Nations' involvement

in monitoring programs for the ILM Project. 61 If requested, reporting on environmental monitoring and the Project during the

construction phase will include regular consolidated update sessions with First



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Nations, the EAO and agency representatives. These sessions will provide an opportunity for input and feedback. Where feasible and warranted, modifications or refinements to monitoring programs will be made in consultation with appropriate agencies.

63 BCTC will conduct archaeological and heritage monitoring with First Nations assistants during construction in select areas of high archaeological significance in accordance with its permit conditions under the Heritage Conservation Act. For monitoring actions conducted within their traditional territories, activities will also comply with the standard terms and conditions of the policies and procedures of the respective First Nations. BCTC will suspend work in the event that a suspected archaeological site is uncovered during any phase of the ILM Project, and the Project supervisor will be required to contact the Archaeology Branch and the relevant First Nation communities and/or organizations for direction.

64 BCTC will consult with affected First Nation communities to determine the appropriate use of Cultural Monitors from First Nation communities for certain phases of construction.

EMPLOYMENT AND BUSINESS 87 Procurement to engage contractors during construction of the transmission line will

be publicly advertised and open to all qualified businesses including First Nations. BCTC will include requirements in the materials and construction contract(s) to employ and subcontract to competitive, qualified First Nations businesses, if available, to work on the Project. Work not included in the contractors’ scope will be reviewed and opportunities made available to qualified and competitive First Nations businesses.

88 BCTC will adhere to its Aboriginal Business Development Policy which outlines specific mechanisms to support contracting, procurement and business development opportunities for First Nations.

89 BCTC will work with First Nations to identify employment, training and contracting opportunities pertaining to the Project, and monitoring and evaluation mechanisms to track implementation and impacts.

7.3 Value-Added

Proponents are encouraged to further develop arrangements with First Nations that will allow the Proponents to commit to arrangements that will provide benefits to First Nations that extend beyond the design and construction period.

For example, Proponents may propose sustainable/enduring benefits to First Nations during and beyond the Contract, including:

(a) Fostering, promoting and supporting economic development for Aboriginal businesses

(b) Developing individual skills and competencies within Aboriginal communities

(c) Identifying, developing and supporting mentoring and/or apprentice opportunities for Aboriginal persons and/or Aboriginal businesses



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(d) Establishing agreements or protocols with local First Nations or Aboriginal businesses

(e) Building capacity and capabilities of First Nations by developing skills, abilities and resources that improve their position as suppliers to the utility industry, including to prepare bids, manage contracts, develop business skills and to operate as successful independent businesses

(f) Enhancing First Nations self-reliance

(g) Strengthening business relationships, developing partnerships and alliances with First Nations

The Proposal’s commitments will be included in the Contract.



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IP8 TERMS AND CONDITIONS

8.1 No Obligation to Proceed

Each Proponent acknowledges and agrees that this RFP does not:

(a) constitute an offer of any kind, including an offer to enter into any contract with any person, including any Proponent, and no contract of any kind is formed under or arises from this RFP, including as a result of the submission of a Proposal, or is entered into in connection with this RFP; or

(b) commit or make the Owner responsible in any way, whether in contract, tort or otherwise, to anyone or anything whatsoever, including for the award of the Contract.

8.2 Changes to Proponent Teams

If for any reason a Proponent proposes to make a change to its Proponent Team (including by adding new members, deleting listed members, substituting new members for listed members or otherwise changing its members), then such Proponent will submit a written application to the Owner for approval.

The Proponent should provide with its application:

(a) the reasons for the proposed change;

(b) a comprehensive description of the proposed change;

(c) sufficient information and documentation, including the impact of the proposed changes upon the qualifications, experience and ability of the Proponent, the Proponent Team and each member of the Proponent Team, to demonstrate that the proposed changes, if permitted, would result in the Proponent, the Proponent Team and each member of the Proponent Team meeting or exceeding (in the sole opinion of the Owner) the qualifications, experience and ability before the proposed change; and

(d) any further information and documentation as the Owner may require.

The Owner may grant or refuse to grant permission for any change, and any permission may be on such terms and conditions as the Owner may consider appropriate.

8.3 Material Change After Closing Date

Each Proponent is to promptly notify the Owner of any material change that occurs to it after the Closing Time, including a change to its membership or a change to its financial capabilities, and will not make the change unless permitted to do so in accordance with the RFP Documents. If the Proponent cannot prevent the change, or makes the change without the consent of the Owner, the Proponent may at the Owner’s discretion be Disqualified.



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8.4 Ownership of Proposals

All Proposals submitted to the Owner become the property of the Owner.

8.5 Intellectual Property Rights

Proponents will and will be deemed to grant to the Owner a royalty-free license without restriction to use for the ILM Transmission Line Project or any other project any and all information, ideas, concepts, products, alternatives, processes, suggestions and other intellectual property or trade secrets obtained from Proponents whether from Proposals or that are otherwise disclosed by the Proponent to the Owner. The license does not extend to third party intellectual property rights to non-specialized third party technology and software that are generally commercially available.

The Owner acknowledges and agrees that Proponents will not be responsible or liable for any use of information, ideas, concepts, products, alternatives, processes, recommendations or suggestions by the Owner with other Proponents for the ILM Transmission Line Project, or for projects other than the ILM Transmission Line Project, whether such use is by the Owner or any sub-licensee or assignee of the Owner.

8.6 Freedom of Information and Protection of Privacy Act

All documents and other records in the custody of or under the control of the Owner are subject to FOIPPA or other applicable legislation. Except as expressly stated in this RFP and subject to the FOIPPA or other applicable legislation, all documents and other records submitted in response to this RFP will be considered confidential; however such information or parts thereof may be released pursuant to requests under FOIPPA or other applicable legislation.

FOIPPA can be accessed at: www.qp.gov.bc.ca/statreg/stat/F/96165_01.htm.

8.7 Cost of Preparing the Proposal

Subject to IP3.5, each Proponent is solely responsible for all costs it incurs in the preparation of its Proposal, including costs of providing information requested by the Owner, attendance at meetings and conducting due diligence.

8.8 Contract Award

The Contract will be awarded when the Owner notifies the Preferred Proponent in writing that it has accepted its Proposal, including all clarifications, additional information and modifications and negotiated changes agreed to by the Owner.

8.9 Form of Contract

The Contractor will execute and deliver to the Owner an agreement substantially in the form of the Form of Contract.



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8.10 Confidentiality of Information

Without limiting the Participation Agreement, including the Confidentiality Conditions included with the Participation Agreement, Proponents will keep confidential this RFP and all non-public information in relation to this RFP and the ILM Transmission Line Project

8.11 Limitation of Liability

As a fundamental term of this RFP, and as a condition of each Proposal, by submitting a Proposal each Proponent acknowledges and agrees that under no circumstances will the maximum aggregate liability of the Owner, and the Owner’s employees, contractors, directors, officers, advisors, consultants and agents, exceed the amount of the Honorarium. Such limitation of liability applies to all losses, claims, expenses or damages of whatever nature and howsoever arising (whether at law, in contract or in tort, or under any statute or otherwise, and including liability arising out of any breach of any duty of fairness or other obligation that may be owed to the Proponent) under or in connection with this RFP or the evaluation, acceptance or rejection of any conforming or non-conforming Proposal. This IP8.11 survives the completion or termination of the Competitive Selection Process.

8.12 Reservation of Rights

Without limiting the Owner’s rights under other provisions of this RFP, the Owner may:

(a) amend the scope of the ILM Transmission Line Project, modify, cancel or suspend this RFP Stage or any or all stages of the Competitive Selection Process, at any time for any reason;

(b) accept or reject any Proposal based on the Evaluation Criteria determined by the Owner;

(c) not accept any or all Proposals;

(d) reject or Disqualify any or all Proposals without any obligation, compensation or reimbursement to any Proponent or any of its team member, except in accordance with IP3.5;

(e) re-advertise for new Proposals, call for tenders, or enter into negotiations for the ILM Transmission Line Project or for work of a similar nature;

(f) amend any terms and conditions of this RFP, such as deadline dates and the business opportunity described in this RFP; and

(g) select the next highest ranked Proponent as the Preferred Proponent in the event the Preferred Proponent is Disqualified or otherwise unable to enter into the Contract with the Owner.

8.13 Disclosure and Transparency



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The Owner is committed to an open and transparent Competitive Selection Process. To assist the Owner in meeting its commitment, Proponents agree to cooperate and extend all reasonable accommodation to this endeavour.

The Owner expects to disclose, at a minimum, to the public the following information during the RFP Stage: this RFP, the names of the Proponents, and the name of Preferred Proponent.

To ensure that all public information generated about the ILM Transmission Line Project is fair and accurate and will not inadvertently or otherwise influence the outcome of the Competitive Selection Process, all public information generated in relation to the ILM Transmission Line Project, including communications with the media and the public, should be coordinated with, and is subject to prior approval of the Owner. As such, Proponents should notify the Owner of requests for information or interviews from the media.

Proponents should ensure all of the Proponent Team members and others associated with the Proponent also comply with these requirements.

8.14 No Collusion

By submitting a Proposal, each Proponent on its own behalf and as authorized agent of each firm, corporation or individual member of the Proponent and Proponent Team, represents, warrants and confirms to the Owner, with the knowledge and intention that the Owner will rely on such representation, warranty, and confirmation, that its Proposal has been prepared and submitted without collusion or fraud, and in fair competition with prospective Proponents, prospective Proponent Teams, and other Proponents.

8.15 Contractor Code of Conduct

Each Proponent should review and comply with the Contractor Code of Conduct.

8.16 No Lobbying

Proponents and their respective Proponent Teams, the members of their Proponent Teams, and any other firm, corporation or individual member of any of them will not communicate or attempt to communicate directly or indirectly with the Owner, including any employees, directors, officers, agents or representatives of any of them during any part of the Competitive Selection Process, except as expressly directed or permitted by the Owner. Proponents will also not engage in any form of political or other lobbying whatsoever with respect to the ILM Transmission Line Project, or otherwise attempt to influence the outcome of the Competitive Selection Process. In the event of any such communications or lobbying, the Owner may at any time, but is not required to, reject any Proposal by that Proponent without further consideration, and either terminate that Proponent’s right to continue participating in this RFP Stage and subsequent stages of the Competitive Selection Process, or impose such conditions on that Proponent’s continued participation in the Competition Selection Process as the Owner considers is in the public interest or otherwise appropriate.

8.17 Fairness Advisor

The Owner has appointed Joan M. Young, Lang Michener LLP, as fairness advisor (the “Fairness Advisor”) to monitor the evaluation process undertaken during the RFP Stage. The



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Fairness Advisor will provide a written report to the Owner, and the Owner will make any such report available to interested parties.

The Owner will:

(a) provide full access to all documents and information related to the RFP Stage that the Fairness Advisor determines is required; and

(b) keep the Fairness Advisor informed of all documents and activities associated with the RFP Stage.

8.18 Owner’s External Legal Counsel

Fasken Martineau has provided or may continue to provide legal advice to the Owner for matters relating to this RFP, the Competitive Selection Process and the ILM Project. Accordingly, in order to avoid any actual or perceived conflict of interest, Proponents should not retain Fasken Martineau to advise or assist them in any matter relating to this RFP or the ILM Project. By submitting a Proposal, the Proponent expressly consents to Fasken Martineau continuing to represent the Owner for all matters in relation to this RFP and the ILM Project, including any such matter that is adverse to the Proponent, despite any information of the Proponent and any solicitor-client relationship that the Proponent may have had or may have with Fasken Martineau in relation to matters other than this RFP and the ILM Project. This IP8.18 is not intended to waive any of the Proponent’s rights of confidentiality or solicitor-client privilege. The Owner reserves the right at any time to waive any provision of this IP8.18.



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IP9 CONFLICTS, RELATIONSHIP DISCLOSURE AND RESTRICTED PARTIES

9.1 Disclosure and Relationship Disclosure Form

Each Proponent will fully disclose all relationships it or any of its related firms, corporations, individual members and employees may have with the Owner and disclose all conflicts of interest or unfair advantage. For this purpose, the reference to the “Owner” includes the Owner’s employees, directors and any other person providing advice or services to the Owner with respect to the ILM Transmission Line Project.

For purposes of this RFP, references to unfair advantage and similar terms include references to confidential information that is not, or would not reasonably be expected to be, available to all Proponents.

To assist with such disclosure, Proponents will submit a completed Relationship Disclosure Form with its Proposal or in accordance with IP9.2, even if there are no changes to the Relationship Disclosure Form submitted with its Response during the RFQ Stage.

If a Proponent identifies a conflict of interest or unfair advantage, the Proponent should also advise the Owner how the Proponent proposes to mitigate, minimize or eliminate the conflict of interest or unfair advantage.

9.2 Conflicts of Interest and Unfair Advantage

Without limiting any other term of this RFP, the Owner may Disqualify a Proponent, or impose any conditions on a Proponent’s participation in the Competitive Selection Process, that in the Owner’s opinion gives rise to an actual or potential conflict of interest or unfair advantage.

The Owner may make all decisions on conflicts of interest or unfair advantage, including whether any person may be Disqualified or may continue to participate in the Competitive Selection Process and whether any conditions should be imposed. All such decisions of the Owner are final and binding on all parties including, without limitation, all Proponents and the Owner. The Owner may also appoint a third party to make any decision on the Owner’s behalf, and in that event the Owner will advise the Proponent that is the subject of the decision.

If a Proponent has any concerns regarding a relationship with the Owner or whether a conflict of interest or unfair advantage situation exists, that Proponent is encouraged to request an advance decision by submitting to the Contact Person, not less than five days prior to the Closing Time by email, hand or courier delivery a Relationship Disclosure Form. Subject to IP8.6, and except as required to reach a decision, requests for advance decisions will be treated in confidence. The Owner may disclose any decisions or conditions imposed on any Proponent.

The Owner may independently make advance decisions where it identifies a conflict of interest, potential conflict of interest or unfair advantage situation. The Owner will give notice to the potentially affected Proponent, so that it may make its own response to the Owner.

The Owner may at any time request information from any Proponent, including a potential Proponent, as it deems necessary to make a decision regarding a conflict of interest or unfair advantage situation and, if the Owner makes such a request for information, that Proponent or



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potential Proponent will, to the Owner’s satisfaction, respond to the request or the Owner may Disqualify that Proponent from the RFP process.

9.3 No Use or Inclusion of Restricted Parties

In addition to the other provisions of this IP9, the Owner may Disqualify a Proponent or impose such conditions on the Proponent’s continued participation in the Competitive Selection Process as the Owner may consider to be in the public interest or otherwise appropriate, if the Proponent is a Restricted Party or uses or includes a Restricted Party in the Proponent Team:

(a) to advise or otherwise assist the Proponent in connection with the Proponent’s participation in the Competitive Selection Process, including in connection with the Proponent’s preparation of its Proposal; or

(b) as an employee, advisor or consultant to the Proponent or a Proponent Team member.

Each Proponent is responsible to ensure that neither the Proponent nor any member of the Proponent Team uses, consults or seeks advice from any Restricted Party or includes any Restricted Party in the Proponent Team.

The onus is on the Proponents to ensure that they do not use or include any Restricted Party.

9.4 Restricted Parties

At the RFP Stage, the Owner has identified the following persons, firms or organizations as Restricted Parties:

(a) Fasken Martineau;

(b) Golder Associates;

(c) Keystone Wildlife Research Ltd.;

(d) KPMG;

(e) RW Beck; and

(f) Lang Michener LLP.

This is not an exhaustive list of Restricted Parties. Additional persons, firms or organizations may be added to or deleted from the list during any stage of the Competitive Selection Process through an Addendum. Neither the Owner nor any of its employees, advisors or representatives is liable to any Proponent for any claims, whether for preparation costs of this RFP, loss of anticipated profit, loss of opportunity or any other matter whatsoever, for any use or reliance on this list, or use or inclusion of Restricted Parties in any Proposal for the Competitive Selection Process.



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9.5 Exclusivity

Key Individuals can only participate as members of one Proponent Team unless listed in IP9.6 as a Shared Use Person.

9.6 Shared Use

A Shared Use Person is eligible to do work for a Proponent, but is required to commit that they will not enter into exclusive arrangements with any Proponent for the duration of the Competitive Selection Process. This includes Persons who have unique or specialized information or skills such that their availability to all Proponents is necessary that the Competitive Selection Process is not unfair. Currently, the following have been identified as Shared Use Persons for ILM Transmission Line Project:

(a) None

The Owner may identify additional Shared Use Persons by issuing an Addendum.



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IP10 DEFINITIONS AND INTERPRETATION

10.1 Definitions

In this RFP, including the Appendices:

Aboriginal means Indian (as defined in the Indian Act), Métis, or Inuit;

Aboriginal Business means a business that meets the following criteria:

(a) is a sole proprietorship, wholly owned by an Aboriginal person;

(b) is a corporation with at least 51% of the equity, including any common or voting shares, directly owned by one or more Aboriginal Businesses or Aboriginal persons;

(c) is a partnership or joint venture having at least 51% of the ownership rights, including any voting rights, directly held by one or more Aboriginal Businesses or Aboriginal persons; or

(d) is any other business with a substantial amount of ownership rights held by one or more Aboriginal Businesses or Aboriginal persons, as determined by the Owner;

Aboriginal Content means that the Contractor or Subcontractor is an Aboriginal Business or supports Aboriginal Inclusion in its business practices.

Aboriginal Inclusion means for any Contractor or Subcontractor that is not an Aboriginal Business, but demonstrates:

(a) the inclusion of Aboriginal Businesses and Aboriginal persons;

(b) ownership interests of Aboriginal Businesses and Aboriginal persons; and/or

(c) measures the Contractor or Subcontractor will provide in its performance of the Work to benefit Aboriginal Businesses and Aboriginal persons, including as set out in Schedule GC-P Aboriginal Inclusion;

Addenda means each and every written document issued by the Contact Person for the purpose of amending this RFP.

Base Proposal means a Proposal that meets the following requirements, unless waived by the Owner in its sole discretion:

(a) the Proposal does not make material amendments, qualifications or deviations from the Form of Contract, including the Functional Requirements;

(b) the Proposal in all other respects materially and substantially conforms to the provisions of this RFP sufficiently and in such a manner that the Proposal would be considered by a reasonable person in the position of the Owner to be a bona



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fide, complete and competitive proposal submitted in good faith by a Proponent who is seeking to be selected as the Preferred Proponent and intends to conform to and comply with the requirements of this RFP and enter into a contract with the Owner; and

(c) the Proposal in all other respects meets the Mandatory Requirements.

BC Hydro means the Owner.

Bilateral Meetings means the meeting, discussions and other communications, including teleconferences, contemplated by IP4.23.

Capital Plan means the F2010 and F2011 Transmission System Capital Plan filed with the British Columbia Utilities Commission, dated November 21, 2008.

Closing Location means the location identified as such in IP1.

Closing Time means the time and date indicated as such in IP1.

Competitive Selection Process means the overall process for the selection of a Preferred Proponent for the ILM Transmission Line Project and awarding the Contract.

Contact Person means the person identified as such in IP1.

Contract means the agreement between the Owner and the Contractor under which the Contractor is to perform the Work.

Contractor means the party or parties executing the Contract with the Owner.

Contractor Code of Conduct means the Code of Conduct Guidelines Applicable to BC Hydro Contracts, a copy of which is available at http://www.bchydro.com/etc/medialib/internet/documents/policies/pdf/policies_guidelines_applicable_to_bc_hydro_contracts.Par.0001.File.attachment_1_policies_guidelines_applicable_to_bc_hydro_contracts.pdf or by contacting the Contact Person.

Controlling Interest means an interest (direct or indirect, including under a contract) which entitles the interest holder or gives the interest holder the capacity to:

(a) in the case of an interest in a company:

(i) vote more than 50% of the shares in that company; or

(ii) determine the outcome or decisions about that company’s financial, marketing or operating policies, including the appointment of a majority of the directors on the board of that company;

(b) in the case of an interest in a joint venture or assets:



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(i) vote more than 50% of the votes able to be cast on any operating committee of the joint venture or any other committee governing the management of that asset; and

(ii) determine, either independently or by majority interest, whether or how the assets, (whether held in joint venture or otherwise) are to be operated, developed, sold or abandoned;

Data Room has the meaning given to it in IP4.11.

Disqualification or Disqualified or Disqualify means exclusion of a Proposal from a Proponent by the Owner from the Competitive Selection Process.

EAC means environmental assessment certificate.

Evaluation Criteria means the evaluation criteria established by the Owner within the categories set out in Schedule IP-C – Evaluation Framework and Criteria.

Fairness Advisor has the meaning given to it in IP8.17.

Fasken Martineau means Fasken Martineau DuMoulin LLP.

FOIPPA means the Freedom of Information and Protection of Privacy Act (BC).

Form of Contract means the Form of Contract included in this RFP, including the Contract Documents identified in the Form of Contract.

Functional Requirements means the requirements set out in Part 3 – Functional Requirements of this RFP.

Honorarium has the meaning given to it in IP3.5.

ILM means Interior to Lower Mainland.

ILM Project means the Interior to Lower Mainland project for a new 255 km 500 kV transmission line, 500 kV single circuit terminations at NIC and MDN and a new 500 kV series capacitor station at Ruby Creek to increase the transmission capability for serving customers in the Lower Mainland and on Vancouver Island, as more fully described at http://transmission.bchydro.com/projects/ilm/.

ILM Transmission Line Project means the design-build portion of the ILM Project relating to the construction of a new 500 kV alternating current (AC) transmission line, primarily along the existing right-of-way from the Nicola Substation near Merritt to the Meridian Substation in Coquitlam, as more fully described in IP2.3 and Schedule IP-A – Project Scope.

Key Individuals means the specific persons, exclusive to one Proponent, identified in the Proponent’s Proposal, including:

(a) the Design Manager;



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(b) the Construction Manager; and

(c) up to five additional Key Individuals as nominated by the Proponent.

Last Time for Enquiries has the meaning given in IP1.

Mandatory Requirements has the meaning given to it in IP4.2.

Owner has the meaning given to it in IP2.1.

Participation Agreement means a participation agreement as specified by the Owner.

Preferred Proponent means any entity, including the company, firm, consortium or other legal entity, selected by the Owner during the RFP Stage to finalize and enter into a Contract substantially in the form of the Form of Contract.

Proponent has the meaning given to it in IP2.1.

Proponent’s Representative means the person, identified in the Proposal Form who is fully authorized to represent the Proponent in any and all matters related to its Proposal.

Private Land means land in which a Private Land Owner owns or hold any interest, including licenses, leases, rights-of-way and statutory rights-of-way.

Private Land Owner means any person owning or holding any interest in land that is on or in the vicinity of the anticipated alignment of the transmission line to be constructed during the ILM Transmission Line Project.

Proponent Team means the Proponent’s Respondent Team, as identified in the Proponent’s Response, as may be changed as permitted by the Owner in accordance with IP8.2.

Proposal means the Base Proposal.

Proposal Form means the completed form submitted to the Owner substantially in the form of Schedule IP-D, or as otherwise acceptable to the Owner.

Proposal Guidelines means the guidelines for Proposals contained in Schedule IP-E – Proposal Guidelines.

Proposal Security has the meaning given to it in IP5.1.

Proposal Validity Period has the meaning given in IP1.

Qualified Respondents means those Respondents selected by the Owner to proceed to the RFP Stage, in accordance with the RFQ.

Related Body Corporate includes:

(a) any person that is an affiliate, subsidiary or holding body corporate of the Proponent; and



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(b) any person in whom the Proponent or any of the persons described in the preceding paragraph has a Controlling Interest.

Relationship Disclosure Form means a form substantially in the form attached as Schedule IP-E-7 – Relationship Disclosure Form, or as otherwise acceptable to the Owner.

Respondent means any entity that submitted a Response to the RFQ.

Response means the formal response by a Respondent to the RFQ, including the Response Form, all documents submitted with the Response Form and all revisions to the Response Form permitted under the RFQ.

Restricted Party means those persons or firms (including their former and current employees) who had, or currently have, participation or involvement in the Competitive Selection Process or the design, planning or implementation of the ILM Transmission Line Project, and who has or may provide a material unfair advantage or who has or may provide confidential information to any Proponent that is not, or would not reasonably be expected to be, available to other Proponents.

Revision has the meaning given to it in IP4.9.

RFP has the meaning given to it in IP2.1 and refers to the second stage of the Competitive Selection Process.

RFP Documents means the Appendices, all Addenda, if any, and those documents included in or referenced in the RFP Documents for the ILM Transmission Line Project, including the Contract Documents identified in the Form of Contract.

RFP Stage means this second stage of the Competitive Selection Process commencing with the issuance of the RFP until award of the Contract.

RFQ means the request for qualifications issued by the Owner as the first stage of the Competitive Selection Process, including all addenda and other documents included in or referenced in the RFQ documents for the ILM Transmission Line Project.

RFQ Stage means the stage of the Competitive Selection Process from the issuance of the RFQ until the issuance of the RFP.

Shared Use Person means those persons or firms who are specifically named in IP9.6.

Site means the lands where the Work is expected to be completed, included those lands identified or set out in Schedule IP-B – Profile of the ILM Project Preferred Alignment Map.

Transmission System means those assets that are owned by, or are held under contract by, the Owner and that are or may be used in connection with or that otherwise relate to the transmission of electrical energy at 60 kV and above.

Work has the meaning given to it in IP2.1.

10.2 Interpretation



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In this RFP:

(a) wherever the Owner may do something, it is to be interpreted as the Owner may, in the Owner’s sole and absolute discretion, do that thing;

(b) words in the singular includes the plural and vice versa;

(c) the words “include”, “includes” and “including” are not limiting;

(d) reference to a person includes an individual, company, other body corporate, association, partnership, firm, joint venture, trust or authority; and

(e) the inclusion of headings is for convenience only and is not to affect the construction or interpretation of a section, clause or provision.


SCHEDULE IP-A – PROJECT SCOPE

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SCHEDULE IP-A PROJECT SCOPE

Table of Contents

1. OVERVIEW...........................................................................................................3

2. THE DESIGN BUILD CONTRACT........................................................................3

3. BACKGROUND WORK BY OWNER....................................................................4

4. PROJECT STATUS ..............................................................................................5

5. ROUTE ALIGNMENT............................................................................................6

5.1 Widening of Existing ROW ............................................................6

5.2 New ROW......................................................................................6

6. SPECIAL REQUIREMENTS AREAS....................................................................7

6.1 Spotted Owl Special Resource Management Zones .....................7 6.1.1 Background....................................................................................7 6.1.2 Requirements ..............................................................................10

6.2 Westwood Plateau Golf Course...................................................11 6.2.1 Background..................................................................................11 6.2.2 Requirements ..............................................................................11

6.3 Federal Lands..............................................................................11 6.3.1 Background..................................................................................11 6.3.2 Requirements ..............................................................................12

6.4 Provincial Parks ...........................................................................12 6.4.1 Background..................................................................................12 6.4.2 Requirements ..............................................................................12



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1. OVERVIEW

This Schedule sets out a general description of the scope for the ILM Transmission Line Project. Refer also to the other parts of the RFP, including the Functional Requirements.

The Owner expects to undertake the largest expansion to B.C.'s transmission system in 30 years. The proposed ILM Transmission Line Project, a single circuit 500 kilovolt (kV) alternating current transmission line, is required to continue to meet the electricity needs of growing communities in BC's Lower Mainland. The line would parallel one or more existing 500 kV transmission lines for most of the route and would be constructed mostly along existing right-of-way from the Nicola Substation near Merritt to the Meridian Substation in Coquitlam, a distance of approximately 255 km.

The ILM Transmission Line Project is part of the larger ILM Project that includes a series capacitor station at Ruby Creek and 500 kV single circuit terminations at the Nicola (NIC) and Meridian (MDN) substations.

The Owner is seeking a design-build contractor that understands and appreciates the significance of this initiative.

The Owner will manage and oversee the Contract. The Owner will be primarily responsible for consultation with interested First Nations and public stakeholders.

Once the ILM Project is constructed, the Owner will operate and maintain the line.

The ILM Transmission Line Project will reinforce the capacity of the ILM transmission system providing clean, renewable energy from BC’s heritage hydro generation resources and independent power producers in the Northern and Southern Interior.

2. THE DESIGN BUILD CONTRACT

The ILM Transmission Line Project will be undertaken as a design build contract with a design-build contractor responsible for all aspects of design and construction in accordance with the Contract including the Functional Requirements.

Construction is expected to be completed to achieve an in-service date of October 31, 2014.

By integrating engineering, procurement and construction and design-build services with a single Contractor, the Owner expects that Proponents will demonstrate that, in comparison to a traditional project delivery methodology, increased effectiveness and efficiencies will be achieved, including project management (e.g. shorter design and construction periods), integrated design and construction, better construction processes, and improved supply chain management.



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3. BACKGROUND WORK BY OWNER

Concept Design

The Owner has prepared the Conceptual Design. The Conceptual Design is a preliminary design that was used by the Owner to produce cost estimates and was the basis for the ILM Project’s environmental assessment application.

Based on a preliminary layout, a total of approximately 684 transmission structures would be required for the ILM Project: 372 delta structures and 312 flat structures.

The Conceptual Design was not prepared for purposes of design or construction, and will be made available as background information for the Proponents in the event that the Proponents wish to review the Conceptual Design.

The Conceptual Design was undertaken in less detail for the entrance to Ruby Creek series capacitor Station site (near node O) from the 5L83 ROW and Bear Mountain (within nodes O1 to P). And several alternatives were identified for the Coquihalla Highway crossing (near nodes B).

Proponents should not assume that the Owner expects that the Proposals will be based on the Conceptual Design. Significant variations from the Conceptual Design are expected.

Proponents should place no reliance on the Conceptual Design. Refer also to the Instructions to Proponents for the applicable restrictions on the use and reliance by Proponents and responsibility of Proponents to satisfy themselves of any information they require for their Proposals.

Cost Estimates

The Owner prepared a cost report in 2007. The Nicola to Meridian 500kV Transmission Line Alternative Cost and Schedule Report can be found at

http://transmission.bchydro.com/nr/rdonlyres/7254e3bc-614b-4ef5-9c44-7603b7a1a57a/0/ilmappendixc.pdf

A review of the report was undertaken by SNC-Lavalin in November 2007 and can be accessed at:

http://transmission.bchydro.com/nr/rdonlyres/21301b1b-d86d-4212-80c4-6f5db105cfea/0/ilmappendixe.pdf

Proponents should place no reliance on any such information. Refer also to the Instructions to Proponents for the applicable restrictions on the use and reliance by Proponents and responsibility of Proponents to satisfy themselves of any information they require for their Proposals.



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First Nations

The Owner anticipates entering into benefits agreements relating to First Nations, and these are expected to be conditions of the Contract.

The Owner also anticipates that Proponents will exceed minimum requirements in their Proposals with respect to First Nations participation in the implementation of the Project.

4. PROJECT STATUS

The ILM Project requires a Certificate of Public Convenience and Necessity (CPCN) from the British Columbia Utilities Commission (BCUC) and an Environmental Assessment Certificate (EAC) under the British Columbia Environmental Assessment Act (BCEAA).

CPCN

The Owner submitted an application to the BCUC for a CPCN on November 5, 2007. Via a written proceeding, the BCUC reviewed the need and justification for the ILM Project, the alternatives and the costs. The BCUC granted the Certificate of Public Convenience and Necessity (CPCN) on August 6, 2008. The BCUC decision can be found at: http://www.bcuc.com/Documents/Decisions/2008/DOC_19419_08-05_BCTC-ILM-Decision_Web.pdf

The BC Court of Appeal suspended the CPCN and ordered the BCUC to review the adequacy of First Nations consultation on the ILM project. At this time the overall schedule has not been delayed. The Owner intends to continue with allowable pre-construction activities and expects to award the Contract for the project in 2010. The Owner requires a valid CPCN from the BC Utilities Commission and a valid Environmental Assessment Certificate (EAC) from the BC Environmental Assessment Office before the start of construction anticipated in 2010 immediately after award of the Contract.

Environmental Assessment

On June 9, 2009 the ILM Project received an EAC from the BC Environmental Assessment Office (BCEAO) under the BCEAA. The BCEAA review process involved regulatory agencies, First Nations, local governments and public stakeholders, followed a legislated timeline, and was guided by the approved terms of reference for the application for an EAC.

The ILM Project EAC application can be found on the BCEAO and BCTC websites:

http://transmission.bchydro.com/regulatory_filings/capital_projects/current_capital_projects/interior_to_lower_mainland_transmission_project_environmental_assessment%29.htm

http://a100.gov.bc.ca/appsdata/epic/html/deploy/epic_project_home_290.html



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The ILM Project did not trigger an environmental assessment under the Canadian Environmental Assessment Act (CEAA).

A notice of application for a judicial review of the EAC was filed in BC Supreme Court on November 9, 2009. A hearing date has been set for late November 2010.

The Owner filed an application with the Integrated Land Management Bureau for additional ROW on Crown land at the same time as it filed an Application for an Environmental Assessment Certificate. Crown land tenure is anticipated to be granted shortly.

5. ROUTE ALIGNMENT

For most of its approximately 255 km length, the ILM Transmission Line 5L83 will parallel one or more existing circuits including 5L41, 5L81 and 5L82. When Circuits 5L81 and 5L82 were originally planned, additional ROW width was acquired for portions of the NIC to MDN route, anticipating one or two future additional lines.

The Owner has identified the “Preferred Alignment” designated in the EAC Application as the ILM Project. The Preferred Alignment is located within wider a corridor identified in the EAC. Statutory Right-of-Way (SRW) already exists for portions of the route, including 59km between NIC and the headwaters of Uztlius Creek and 71km between Hicks Creek and MDN. Other forms of rights-of-way exist on Crown lands for portions of the alignment including portions through two provincial parks. The Owner anticipates that some new ROW and additional ROW width will need to be acquired, particularly within the Fraser Canyon.

5.1 Widening of Existing ROW

The total length of sections requiring additional ROW width is anticipated to be approximately 60km, based on the Preferred Alignment included in the EAC application. Several sections along the existing transmission corridor will require widening to accommodate the addition of Circuit 5L83. ROW widening will be necessary to ensure adequate separation between circuits.

It is possible that during detailed design by the Contractor, additional areas requiring ROW widening may be identified. This widening may be required due to difficulties situating towers within the existing ROW due to terrain conditions and the requirement to maintain adequate separation between the new circuit and existing circuits. Widening adjacent to the existing ROW would be situated mainly on Crown land.

5.2 New ROW

Based on the Preferred Alignment included in the EAC application, there are several locations where 5L83 will need to be located on new ROW not adjacent to the existing corridor (i.e., the new line will depart from existing



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ROW and then return). This constitutes approximately 74km of the line, situated mainly on Crown land.

These departures from existing ROW are required due to constraints such as those associated with wildlife resources, geotechnical concerns, natural hazards, or First Nations requirements, as well as a lack of existing ROW in a number of locations between the headwaters of Uztlius Creek and Hicks Creek.

6. SPECIAL REQUIREMENTS AREAS

6.1 Spotted Owl Special Resource Management Zones

6.1.1 Background

A number of areas of Spotted Owl habitat have been identified. Three Special Resource Management Zones (SRMZs) are likely to be affected by construction. Two additional Matrix Activity Centers could be affected, depending on the preferred route selection.

The Anderson SRMZ has the greatest potential risk as Spotted Owls are currently found in the area and considerable amounts of suitable habitat exist.

To address the concerns specific to the Anderson SRMZ, opportunities to minimize potential negative effects have been identified including avoidance of the Uztlius Wildlife Habitat Area (WHA), selecting alignments that would minimize the removal of suitable habitat, and locating the transmission line through currently unsuitable habitats that were previously logged or were disturbed by wildfire.

The Preferred Alignment included in the EAC provides for mitigation measures and has been accepted in the EAC. The mitigation measures included the following:

• Minimize tree falling and tree removal, where possible.

• Place the alignment within existing clear-cuts or other forest openings, where possible.

• Reduce the ROW width on the down-slope side where tree contact with the conductors is not expected.

• Use Delta towers, where possible, as it reduces clearing requirements up to 25%.



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• Use topography to clear span suitable habitat, rather than cut underneath.

• Create a soft, or feathered, edge along the ROW using the Owner’s Edge Tree Program,

• Create wildlife trees within and adjacent to the ROW (create stumps and snags by topping and killing trees, where they do not pose a risk to the conductors).

• Apply the Spotted Owl Operational Guidelines, where appropriate, to create adjacent habitat.

• Work with the Spotted Owl specialist (from Keystone Wildlife Research Ltd.) to ensure mitigation and management protocols are followed correctly.

• Discuss additional options with the Spotted Owl specialist and utility arborist (knowledgeable with tree falling practices) regarding the potential for other site-specific measures.

In addition, the distribution of habitat and its associated values to Spotted Owls was spatially identified and verified in the field so that further refinements to the Preferred Alignment could be completed, reducing the expected impacts to owl habitat. This enabled the avoidance of higher valued habitat and assisted in quantifying the amount of habitat lost. The alignment chosen within the Anderson SRMZ is provided in Figure 1.



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Figure 1. Selected transmission line alignment (in red) within the Anderson SRMZ.



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Within the Anderson SRMZ there are five major waterway crossings (Uztlius Creek, East Anderson River, Anderson River, Fraser River, and Spuzzum Creek). The selected alignment for 5L83 alternates between running alongside existing circuit 5L41 and the parallel alignments of 5L81 and 5L82, until it diverges from both existing rights-of-way, selecting a new route across the Fraser River.

Heading north to south, 5L83 enters the Anderson SRMZ when it crosses Uztlius Creek (at Node D). After crossing the East Anderson River, 5L83 is parallel to 5L41, but slowly diverges (Node E), approaching the 5L81 and 5L82 circuits.

Once across the Anderson River (Node F), 5L83 turns south to run parallel to 5L81 and 5L82 down the Anderson Valley. After passing Gilt Creek the transmission line heads west, over the height of land, through previously inaccessible terrain (Node F1). Access for ROW preparation and construction in this inaccessible section of forest will be by helicopter only as extensive new road construction is to be avoided. The transmission line will pass over 5L41 as it crosses the Fraser River just north of the Chapmans series capacitor station, turning south to travel down the west side of the Fraser Canyon (Node G1). The 5L83 circuit leaves the Anderson SRMZ approximately one kilometre south of Spuzzum Creek. This western section of 5L83 within the Anderson SRMZ (south of Node G1) will be built according to limitations in constructability and is not expected to be limited by impacts to Spotted Owl habitat.

6.1.2 Requirements

To ensure careful consideration of protecting suitable habitat, and to meet regulatory expectations as to the amount of habitat lost, the final alignment within the Anderson SRMZ is to be followed by the Contractor as described, unless it is demonstrated after a detailed review that construction cannot occur in any area specified. If construction cannot occur in any specific area, the Contractor must identify this no later than the development of the 30% design stage and to work with the Owner to identify an alternate alignment in that area.

Ensuring that clearing is confined to the identified areas is essential.

The Owner will undertake a Spotted Owl survey program. These surveys are not included in the Contractor’s work. To prevent incidental injury, displacement, harassment, or mortality of any Spotted Owl, a monitoring program will be developed by the Owner that anticipates the proposed clearing schedule within the SRMZ. In the years prior to construction, areas of suitable habitat within the Anderson SRMZ will be surveyed annually to determine site occupancy of the wild population. If the area is determined to be vacant then vegetation clearing can commence through to the onset of the next breeding season (beginning of March). If clearing has not been completed prior to the onset of the breeding season then occupancy surveys would need to be completed again. In the event that a new owl is located



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along the proposed alignment within the SRMZ, additional surveys would be completed by the Spotted Owl specialist (and/or government regulators) to address use. The provincial government would be contacted immediately for recommendations, and a seasonal suspension of work may be required.

6.2 Westwood Plateau Golf Course

6.2.1 Background

The Westwood Plateau Golf Course is located between Nodes U and V, close to the Meridian Substation. Commitment number 79 in the Table of Commitment and Assurances in the EAC is in relation to this golf course. The Contractor will be responsible to fulfill this commitment during construction.

6.2.2 Requirements

The golf course’s main concern is the aesthetics of the course and the players’ golf experience. As such, the Contractor, in conjunction with the Owner and the golf course manager, will develop a vegetation management plan and mitigation options for the areas of the golf course affected by construction. The plan shall address the following at a minimum:

• All tree removals, clean up and new plantings must be done when the course is closed from the middle of October to the first of May, and restoration must be done prior to each golf season (where work is performed over multiple years). A staged vegetation approach should be considered to provide a continuity of vegetation from one year to the next during the implementation of the Project.

• As much of the “understory” amongst the mature trees as possible should remain and be allowed to grow up outside of the 25m full clearing zone, wherever it is not damaged by mature tree removal.

• The cedar hedge along the east side of the yard would be under the new line, however it can remain as long as the course maintains it at a suitable height.

• The value of the timber to be removed must be estimated.

6.3 Federal Lands

6.3.1 Background

This requirement is in regards to all federal parcels that the ILM Transmission Line Project will pass through, including parcels 135,136,138,159,183,400.1.



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6.3.2 Requirements

No new ROW will be obtained on federal land or Indian Reservations. The Contractor’s design must fit within the existing ROW in this area.

6.4 Provincial Parks

6.4.1 Background

Segment S-T passes through Golden Ears Provincial Park. ROW width for this segment is mainly 520 ft.

Segment U-V passes through Pinecone –Burke Provincial Park. ROW width for this segment is mainly 520 ft.

6.4.2 Requirements

No new ROW will be obtained in the provincial parks. The Contractor’s design must fit within the existing ROW in this area.


SCHEDULE IP - B – PROFILE

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SCHEDULE IP- B –

PROFILE OF THE ILM PROJECT PREFERRED ALIGNMENT MAP

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SCHEDULE IP-C – EVALUATION FRAMEWORK AND CRITERIA

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SCHEDULE IP-C EVALUATION FRAMEWORK AND CRITERIA This Schedule describes the general process for evaluation, but is not intended to limit the Owner’s rights under the other provisions of this RFP. The Owner will select as Preferred Proponent the Proponent that submits a bona fide Base Proposal that scores the highest number of points. The overall objective of the evaluation is to select the Proposal that substantially satisfies the Owner’s requirements under this RFP, including as provided in the Form of Contract (including the Functional Requirements). There are two components to evaluation: 1. Base Proposal review and 2. scored evaluation. 1. Base Proposal Review: The Evaluation Committee reserves the right to consider only those Proposals that are bona fide Base Proposals. The Evaluation Committee will make this determination based on a consideration of whether:

• the Proposal meets the definition of a Base Proposal, which is reproduced here for convenience of reference:

“Base Proposal means a Proposal that meets the following requirements, unless waived by the Owner in its sole discretion: (a) the Proposal does not make material amendments, qualifications or deviations from the Form of Contract, including the Functional Requirements; (b) the Proposal in all other respects materially and substantially conforms to the provisions of this RFP sufficiently and in such a manner that the Proposal would be considered by a reasonable person in the position of the Owner to be a bona fide, complete and competitive proposal submitted in good faith by a Proponent who is seeking to be selected as the Preferred Proponent and intends to conform to and comply with the requirements of this RFP and enter into a contract with the Owner; and (c) the Proposal in all other respects meets the Mandatory Requirements.”

and

• the Proposal establishes that:

a. the Proponent understands the ILM Transmission Line Project as described in this RFP; and

b. the Proponent has the capacity to and will deliver the ILM Transmission Line

Project and perform the obligations of the Contract, including the Functional Requirements.



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2. Scored Evaluation The Owner will evaluate Proposals by applying criteria within the general categories and weighting as set out in the table below. No. Category Description Weighting 1. Adjusted Contract

Price

The Owner intends to take into account additional costs that will be incurred as a result of each Proposal. This includes the line losses, additional owner-incurred costs and life cycle costs into account. This will be done by establishing an adjusted Contract Price (“Adjusted Contract Price”) for each Proposal. The Adjusted Contact Price will be calculated as the sum of :

a) The total Contract Price as shown in (insert reference to Schedule)

PLUS

b) line losses pricing adjustment (Note that the Owner anticipates adjusting the Contract Price for evaluation purposes only to consider the lifecycle costs (including line losses).)

PLUS

c) Owner-incurred costs (e.g. additional land requirements) (Note that the Owner anticipates adjusting the Contract Price for evaluation purposes only to consider the anticipated Owner-incurred costs.)

PLUS d) Life Cycle cost analysis as set out in IPE-5. (Note

that the Proponent will provide their calculation in their Proposal for consideration by the Owner.)

The proposal with the lowest Adjusted Contract Price will achieve 85 points. The points for the Adjusted Contract Price for all other Proposals will be prorated using the lowest Adjusted Contract Price and the following formula:

85 – [85 points X (Adjusted Contract Price – lowest Adjusted Contract Price) / lowest Adjusted Contract Price]

85

2. Value Added – Implementation

This category includes a consideration of: a) Project delivery, including:

• Approach • Procurement (including certainty of supply)

10



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No. Category Description Weighting • Overall logistics

b) Rights-of-way (“ROW”), including:

• Additional ROW requirements on Private Land • Additional ROW requirements on Crown land

c) Design, including:

• Design concept • Foundations • Conductor type, conductor stranding and bundle

arrangement, tower family • Impact on existing circuits 5L81 and 5L82

d) Construction, including:

• Approach & organization • Schedule • Access roads

e) Any other relevant value-added elements In order to be awarded points in this category, the value-added elements must be clearly superior to the requirements of this RFP, including the Functional Requirements, and will be expected to be part of the contractual commitments of the successful Proponent. Note that a Proposal that demonstrates added value may receive a score of “zero” on these elements if the added value is considered by the Owner not to be sufficiently material.

3. Value Added – First Nations

This category includes a consideration of how arrangements in relation to First Nations exceed the baseline requirements set out in IP7 – First Nations. In order to be awarded points in this category, the value-added elements must be clearly superior to the requirements of this RFP, including IP7 – First Nations, and will be expected to be part of the contractual commitments of the successful Proponent. Note that a Proposal that demonstrates added value may receive a score of “zero” on these elements if the added value is considered by the Owner not to be sufficiently material.

5

TOTAL 100


SCHEDULE IP- D – PROPOSAL FORM

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SCHEDULE IP-D PROPOSAL FORM

BRITISH COLUMBIA HYDRO AND POWER AUTHORITY INTERIOR TO LOWER MAINLAND TRANSMISSION LINE PROJECT

REFERENCE NO. _____________

1 ______________________________________________________________________ (Company Name of Proponent)

______________________________________________________________________

(Address of Proponent)

__________________________________ ___________________________________ (Contact Name) (Email Address) __________________________________ ___________________________________

(Telephone) (Fax)

hereby declares that it is (strike out whichever does not apply)

(a) a company duly incorporated under the laws of

(jurisdiction and date of incorporation)

(b) a sole owner, partnership or joint venture carrying on a business under the name stated above, with the names, addresses and places of incorporation, if any, of all partners or members of the firm being the following:

(if a joint venture, state which is the sponsoring member and percentage participation of each member)

2 The Proponent shall not revoke this Proposal until the end of the Proposal Validity Period referred to in the Instructions to Proponents.

3 The Proponent offers to perform the Work and to comply with all the provisions of the Contract Documents for the prices specified in the Schedule of Prices submitted with this Form of Proposal, which has been completed in accordance with the RFP Documents.

4 The Proponent acknowledges that it has received, read and understood the entire RFP, including all Addenda, and that this Proposal has been prepared in accordance with them.



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5 As further described in the Instructions to Proponents, the Proponent represents that it has fully informed itself of all aspects of the Work and has prepared its Proposal in accordance with its own examination, knowledge, information, judgment and investigations.

6 As required by the Instructions to Proponents, the Proponent is submitting with the Proposal the Proposal Security of $5,000,000 by way of letter of credit.

7 The Proposal comprises all of the schedules and documents submitted with this Form of Proposal.

8 Where this Proposal is signed by or on behalf of more than one person, the Proponent agrees that all of the agreements, promises, covenants and obligations of the Proponent are, and are deemed to be, joint and several.

9 The Proponent represents that:

(a) it has read the Contractor Code of Conduct (as defined in the RFP), has complied with it and will continue to comply with it; and

(b) at the time of submitting this Proposal, there is no actual, apparent or potential conflict of interest with the Owner, except as disclosed in the Relationship Disclosure Form submitted with its Form of Proposal, and the Proponent, if applicable, agrees to resolve all conflicts to the satisfaction of the Owner in the Owner’s sole discretion.

10 The Proponent’s Workers' Compensation Board Registration Number is ________________.

11 The Proponent's Canadian federal Harmonized Sales Tax registration number is ________________.

12 The Proponent acknowledges that the total amount of proposed prices includes the following amounts for the performance bond and labour and materials payment bond required to be procured by the Contractor, and that if the Owner exercises its right to waive such bonding, the Owner will be entitled to a reduction of the total amount of the proposed prices by the amounts specified in the following table:

Performance Bond $_______________

Labour and Materials Payment Bond $_______________

13 The Proponent agrees to be bound by all statements and representations in its Proposal.



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14 The Proponent agrees it is subject to the provisions of the RFP Documents and, without limiting the foregoing, the Proponent will be bound by all exclusions and limitations of liability in favour of the Owner contained in the RFP Documents.

IN WITNESS WHEREOF, the Proponent has executed this Proposal this _____ day of ______________ 20____.

(Name of Proponent)

Per: Authorized Signatory

Per: Authorized Signatory (Name of corporate member)

Per: Note: Authorized Signatory Each corporate member

Per: of a Joint Venture must execute.

Authorized Signatory


SCHEDULE IP-E – PROPOSAL GUIDELINES

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SCHEDULE IP-E – PROPOSAL GUIDELINES

TO BE ISSUED BY ADDENDUM


SCHEDULE IP- F – FORM OF LETTER OF CREDIT

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SCHEDULE IP-F FORM OF LETTER OF CREDIT

[Issuing Bank Name and Address] Date Of Issue: [Date]

Irrevocable Standby Letter of Credit No. [Number]

Applicant: Beneficiary:

[Customer Name and Address] British Columbia Hydro and Power Authority

[Address]

Amount:

[Currency and Amount both in letters and numbers]

At the request of and for the account of the Applicant, we, [Bank Name], hereby establish in favour of the Beneficiary our irrevocable standby Letter of Credit No. [Number] (hereinafter called the "Letter of Credit") for an amount not exceeding [Currency and Amount both in letters and numbers].

We, [Bank Name and Address] hereby unconditionally and irrevocably undertake and bind ourselves, and our successors and assigns, to pay you immediately, the sum, which you claim upon receipt of the following documents:

(1) Your signed written demand specifying the amount claimed (not exceeding $[Dollar Amount]), and certifying that such amount is due to you by the Applicant who has defaulted in its obligations, or failed to perform, under the terms of the Contract Documents for Contract No. [Insert Reference No.], BC Hydro Reference No. [BCH Reference], made as of [Date], or that you are otherwise entitled by the Contract to draw on this Letter of Credit in the amount claimed; and,

(2) This original Letter of Credit must be presented with your demand for payment for endorsement purposes.

Partial drawings are allowed. The amount of this Letter of Credit shall be automatically reduced by the amount of any drawing paid hereunder.

This Letter of Credit takes effect from the Date of Issue set forth above, and shall remain valid until [Date] at the [insert place]. However, it is a condition of this Letter of Credit that it will be automatically extended without notice for a further one year period from the present or any future expiry date unless at least ninety (90) days prior to such expiry date we notify you in writing by courier or registered mail at your address above that we elect not to consider this Letter of Credit to be extended for any additional period. If we give you notice of our election not to extend for an additional period, you shall be entitled to immediately demand payment of



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the full amount of this Letter of Credit, regardless of whether any other defaults under the Contract Documents may have been committed by the Applicant.

This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision, International Chamber of Commerce, Paris, France, Publication No. 600). All matters not covered by UCP 600, Revision 2007, will be governed by the laws applicable in the Province of British Columbia. The parties hereby irrevocably attorn to the non-exclusive jurisdiction of the courts of British Columbia. The number of this Letter of Credit must be quoted on all documents required hereby. Notwithstanding Article 36 of said publication, if this standby Letter of Credit expires during an interruption of business as described in Article 36, we agree to effect payment if this standby Letter of Credit is drawn within 15 days after resumption of business.

_____________________________ _________________________________ Authorized Signing Officer Authorized Signing Officer [Bank Name] [Bank Name]


CONTRACT DOCUMENTS

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PART 2 CONTRACT DOCUMENTS

(excluding Functional Requirements)


Reference No. 527


CONTRACT DOCUMENTS

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CONTENTS

# Subject 1. AGREEMENT 2. TERMS OF PAYMENT A. Schedule TP-A – Schedule of Prices B. Schedule TP-B – Contract Price Breakdown C. Schedule TP-C – Milestone Payment Schedule D. Schedule TP-D – Material and Construction Drawdown Schedule 3. GENERAL CONDITIONS A. Schedule GC-A – Contractor Code of Conduct B. Schedule GC-B – Standards of Conduct C. Schedule GC-C – Form of Performance Bond D. Schedule GC-D – Form of Labour and Materials Bond E. Schedule GC-E – Form of Letter of Credit F. Schedule GC-F – Form of Guarantee G. Schedule GC-G – Certificate of Insurance H. Schedule GC-H – MULTIPLE PRIME CONTRACTOR ASSIGNED – Field

Retention & Relinquishment Form I. Schedule GC-I – Form of Statutory Declaration J. Schedule GC-J – Forms of Release and General Waiver of Claims K. Schedule GC-K – Form of Assignment Clause for Subcontracts L. Schedule GC-L – Key Personnel M. Schedule GC-M – Contractor’s Organization Chart N. Schedule GC-N – List of Major Subcontractors O. Schedule GC-O – Form of Project Schedule P. Schedule GC-P – Aboriginal Inclusion 4. Functional Requirements (See Volume 3)


AGREEMENT

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AGREEMENT


AGREEMENT

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AGREEMENT

THIS CONTRACT, REFERENCE No. ____________, is made as of the day of 20 , (the “Contract Date”),

BETWEEN:

BRITISH COLUMBIA HYDRO AND POWER AUTHORITY (the “Owner” or “BC Hydro”)

AND:

______________________________________________("the Contractor")

WHEREAS:

A. The Owner, through British Columbia Transmission Corporation, issued a Request for Proposals entitled “______________”, Reference No. ______.

B. The parties wish to enter into this Contract.

NOW THEREFORE THIS CONTRACT WITNESSES that in consideration of the mutual promises and agreements contained in this Contract and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:

1. In this Contract, words and expressions have the meaning given them in the Contract Documents and the Contract Documents form and are to be read and construed as part of this Contract.

2. This Contract is composed of the following documents, all of which form and are to be read and construed as part of this Contract (the “Contract Documents”):

(i) this Agreement;

(ii) the Terms of Payment, including:

(A) Schedule TP-A – Schedule of Prices;

(B) Schedule TP-B – Contract Price Breakdown;

(C) Schedule TP-C – Milestone Payment Schedule; and

(D) Schedule TP-D – Material and Construction Drawdown Schedule;

(iii) the General Conditions, including:

(A) Schedule GC-A – Contractor Code of Conduct;

(B) Schedule GC-B – Standards of Conduct;

(C) Schedule GC-C – Form of Performance Bond;


AGREEMENT

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(D) Schedule GC-D – Form of Labour and Materials Bond;

(E) Schedule GC-E – Form of Letter of Credit;

(F) Schedule GC-F – Form of Guarantee;

(G) Schedule GC-G – Certificate of Insurance;

(H) Schedule GC-H – MULTIPLE PRIME CONTRACTOR ASSIGNED – Field Retention & Relinquishment Form;

(I) Schedule GC-I – Form of Statutory Declaration;

(J) Schedule GC-J – Forms of Release and Waiver of Claims;

(K) Schedule GC-K – Form of Assignment Clause for Subcontracts;

(L) Schedule GC-L – Key Personnel;

(M) Schedule GC-M – Contractor's Organization Chart;

(N) Schedule GC-N – List of Major Subcontractors;

(O) Schedule GC-O – Form of Project Schedule; and

(P) Schedule GC-P – Aboriginal Inclusion;

(iv) the Functional Requirements, including all Exhibits, Tables and Figures; and

(v) [*the Contractor’s Proposal (as completed and modified as agreed for inclusion in the Contract Documents)]

3. In the event of any ambiguity, conflict or inconsistency between or among the Contract Documents, the Contract Documents shall be construed, interpreted and applied so as to give effect to their express terms in the following order of precedence so that the first mentioned Contract Document shall prevail notwithstanding any term or aspect of a later mentioned Contract Document:

(i) this Agreement;

(ii) Terms of Payment;

(iii) the General Conditions;

(iv) the Functional Requirements, including all Exhibits, Tables and Figures;

(v) [*the Contractor’s Proposal (as completed and modified as agreed for inclusion in the Contract Documents).]

4. If within any Contract Document there is an ambiguity, conflict or inconsistency, the provision that results in the higher quality and performance shall prevail.


AGREEMENT

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5. The Contractor shall:

(i) perform the Work in accordance with this Contract and fulfil all other obligations and requirements of this Contract; and

(ii) commence the Work immediately and, subject to adjustments under the Contract, achieve Substantial Completion by _________________, 2014 and achieve Final Completion by _______________________, 2014.

6. The Owner shall pay the Contractor the Contract Price, subject to adjustments under this Contract, in accordance with this Contract.

7. As of the Contract Date, the Owner’s address for notices is:

Address: British Columbia Hydro and Power Authority

Attention: ___________________________

Facsimile: ___________________________

E-mail ___________________________

8. As of the Contract Date, the Contractor’s contact information for notices is:

Address:

Attention: ___________________________

Facsimile: ___________________________

E-mail ___________________________


AGREEMENT

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IN WITNESS WHEREOF, the parties have executed this Contract as of the Contract Date, despite the date on which the parties or their authorized signatories may sign this Contract.



(Name of Contractor)



TERMS OF PAYMENT

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TERMS OF PAYMENT


TERMS OF PAYMENT

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CONTENTS

Clause Subject Page

TP1 GENERAL....................................................................................................................... 3 TP2 METHOD OF PAYMENT................................................................................................ 3 TP3 MANNER OF PAYMENT................................................................................................ 4 TP4 HOLDBACK AND RETENTIONS ................................................................................... 6 TP5 FINAL ACCOUNTING AND PAYMENT.......................................................................... 6 TP6 LIQUIDATED DAMAGES ............................................................................................... 6

SCHEDULES:

TP-A SCHEDULE OF PRICES TP-B CONTRACT PRICE BREAKDOWN TP-C MILESTONE PAYMENT SCHEDULE TP-D MATERIAL AND CONSTRUCTION DRAWDOWN SCHEDULE


TERMS OF PAYMENT

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TERMS OF PAYMENT

TP1 GENERAL

1.1 Contract Price Definition – The “Contract Price” means the lump sum price stipulated in the Schedule TP-1 - Schedule of Prices, subject to any adjustments as may be made in accordance with the Contract.

1.2 Contract Price Breakdown – Attached as Schedule TP-B (Contract Price Breakdown) is a breakdown of the Contract Price. The breakdown is solely for the purpose of assisting the Owner in reviewing applications for payment, and shall not be used or relied upon by the Contractor for any purpose (including without limitation as the basis for any application for payment or any claim for additional compensation or any Work Change).

1.3 Payment - For the performance of the Work in accordance with the Contract, the Owner agrees to pay the Contractor:

(a) any amounts approved by the Owner for payment items in the Schedule of Prices; and

(b) any other amounts required to be paid under the Contract.

1.4 Set-off - The Owner may set off or deduct from any payments due to the Contractor any and all amounts that under the Contract are amounts owed by the Contractor to the Owner or amounts that the Owner is entitled to retain or recover from the Contractor.

1.5 Entire Cost - Unless specifically provided otherwise, the Contract Price shall be deemed to include the entire cost of doing everything necessary to complete, to the satisfaction of the Owner, all Work required under the Contract, including the provision of any services and performing any obligation required under the Contract.

1.6 Entire Consideration - The compensation payable to the Contractor under these Terms of Payment constitutes the entire consideration payable by the Owner to the Contractor for the performance of the Work.

TP2 METHOD OF PAYMENT

2.1 Payment by the Owner - Unless otherwise agreed by the Owner in writing, the Owner shall pay the Contractor in Canadian funds at a branch of a Canadian chartered bank in British Columbia.

2.2 Payment by the Contractor - Unless otherwise agreed by the Owner in writing, the Contractor shall make all payments to the Owner by cheque drawn on a Canadian chartered bank and payable in Canadian funds.


TERMS OF PAYMENT

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TP3 MANNER OF PAYMENT

3.1 Invoice - The Contractor may submit an invoice to the Owner for payment of the price specified in the appropriate payment item in the Schedule of Prices for that Work as permitted in TP3.6.

3.2 Supporting Documentation - The Contractor shall provide with each invoice:

(a) any supporting data and computations required by the Owner, acting reasonably;

(b) a sworn statutory declaration, in the form specified in Schedule GC-I – Form of Statutory Declaration, effective to the date of the invoice;

(c) an updated Project Schedule;

(d) any other documentation reasonably required by the Owner,

In respect of the payment applicable to Substantial Completion, the Contractor shall also provide all documentation required by GC37 (Substantial Completion).

In respect of the payment applicable to Final Completion, the Contractor shall also provide all documentation required by GC38 (Final Completion) and any other requirements of TP5.

3.3 Modification of Invoice - The Owner may modify or adjust an invoice or require the Contractor to modify or adjust the invoice in a manner and in the amounts required.

3.4 Certification of Payment - Where the Owner is satisfied that the Work identified in an invoice submitted under TP3.1 is properly performed in accordance with the Contract, that the Contractor has provided the documentation referred to in TP3.2, that title to the Work is unencumbered and, where applicable, that there has been delivery in good order of all components at the delivery point specified in the Contract, the Owner shall certify the amount to be paid to the Contractor in accordance with the Terms of Payment.

3.5 Time of Payment - Subject to TP1.4, within 15 days after the Owner has certified the amount to be paid to the Contractor under TP3.4, the Owner shall pay the Contractor the certified amount.

3.6 Manner of Payment – The manner of payment for:

(a) the Contract Price shall be as follows:

(i) Schedule TP-C – Milestone Payment Schedule (the “Milestone Payment Schedule”) describes the milestone payment amounts the Contractor will be entitled to be paid upon achieving each of the corresponding milestones;

(ii) the Contractor may apply monthly for payment of a portion of a milestone payment on the basis of the progress achieved for each milestone, up to a maximum of 80% of such milestone payment;


TERMS OF PAYMENT

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(iii) the remaining 20% of the milestone payment shall be paid only upon achievement of 100% of the milestone;

(iv) the breakdown of that the Contract Price into separate Milestone Payments is solely for convenience of administering payments under the Contract and the Contractor and the Owner agree that the value of any particular milestone payment may not reflect the actual value of the Work completed to achieve the milestone applicable to that milestone payment;

(v) the descriptions of milestones are general descriptions and shall not be construed in any way as limiting the Work required under the Contract; and

(vi) Schedule TP-D – Material and Construction Drawdown Schedule is solely for convenience of reference and the Contractor and Owner agree that such Schedule shall not be interpreted as entitling the Contractor to any payment by any date specified in that Schedule; and

(b) Work Changes, shall be as agreed and documented in the Change Order or as otherwise payable under GC39 (Work Changes) for a Change Directive.

3.7 Taxes –

(a) The Contractor shall show as separate entries on any invoice or monthly estimate, as the case may be, submitted for payment, the Canadian federal Harmonized Sales Tax payable by the Owner collectable by the Contractor on that portion of the Work invoiced or for which a monthly estimate has been provided.

(b) If the Contractor wishes to collect Canadian federal Harmonized Sales Tax from the Owner, the Contractor must be registered for Canadian federal Harmonized Sales Tax under the Excise Tax Act (Canada) and must provide to the Owner on all invoices the Contractor's Canadian federal Harmonized Sales Tax registration number and all other information as may be required pursuant to the Excise Tax Act (Canada).

3.8 Non-Residents - Where any part of the Work is preformed by a “non-resident”, as defined in Canadian income tax legislation, the Owner will withhold from the payment of fees in relation to such non-residents such amounts as set out in Canadian tax legislation for those parts of the Work rendered in Canada unless a Canada Revenue Agency waiver has been provided to the Owner within the time limits required under the Canada Revenue Agency administrative guidelines as in effect from time to time, and in any event, prior to payment of an invoiced amount. The Contractor shall ensure that all invoices clearly and separately identify Work billed, but not performed in Canada, failing which there will be a withholding in accordance with applicable law and the administrative requirements of Canada Revenue Agency.

3.9 Interim Approval - Approval of a payment shall be deemed to be an interim approval only and shall not bind the Owner in any way in the verification of final calculations of the amount of the Work completed by the Contractor.


TERMS OF PAYMENT

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3.10 Not Acceptance – No payment, payment certificate, approval of a payment, acceptance of achievement of a milestone or progress, partial or entire use or occupancy, commercial operation or transfer of title shall be deemed to be an acceptance of the Work.

TP4 HOLDBACK AND RETENTIONS

4.1 Holdback - The Owner shall retain a holdback of 10% of the amount, up to a maximum of 5% of the Contract Price, certified by the Owner for payment under TP3.4 until the Substantial Completion Certificate has been issued.

4.2 Mandatory Release - Subject to TP4.3, where the Substantial Completion Certificate has been issued, the Owner shall authorize the release of the holdback relating to the Work covered by the Completion Certificate.

4.3 Deficiencies - Where the Owner releases the holdback under TP4.2, the Owner may retain an amount due to the Contractor up to a maximum amount of 200% of the cost estimated by the Owner to rectify any incomplete Work or defects or deficiencies in the Work.

TP5 FINAL ACCOUNTING AND PAYMENT

5.1 Summary of Payments - After the Contractor has met all requirements for Final Completion, including the documents and information under GC38.1, the Owner shall prepare a summary of all payments due to the Contractor, setting off the total of all:

(a) payments already made by the Owner to the Contractor under the Terms of Payment;

(b) amounts payable by the Contractor to the Owner under the Contract; and

(c) amounts payable by the Contractor to the Owner in respect of any other matters under the Contract in respect of which the cost is to be borne by the Contractor.

5.2 Certification - Where satisfied that the Work has been properly performed under the Contract, the Owner shall certify in the summary the amount which, after the set-off, is owing by one party to the other and shall send a copy of the summary to the Contractor.

5.3 Payment Due - The party owing any amount certified in the summary in TP5.2 as payable shall pay that amount to the other party within 30 days:

(a) in the case of the Owner, after certification of the summary; and

(b) in the case of the Contractor, after receipt of an invoice for the amount owing.

TP6 LIQUIDATED DAMAGES

6.1 If the Contractor fails to achieve Substantial Completion by [*insert scheduled date], 2014, the Contractor will pay to the Owner liquidated damages of $50,000 per day for each and every day after such date until the Contractor achieves Substantial Completion. The maximum aggregate amount of such liquidated damages shall be $5%


TERMS OF PAYMENT

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of the Contract Price. The liquidated damages shall be the Owner’s sole claim for damages against the Contractor for failure to achieve Substantial Completion by the specified date. The liquidated damages shall not relieve the Contractor from its obligation to complete the Work or from any other duties, obligations or responsibilities of the Contractor under the Contract, and shall not limit the Owner’s rights to terminate the Contract for default of the Contractor under the Contract.


TERMS OF PAYMENT

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SCHEDULE TP-A

SCHEDULE OF PRICES


TERMS OF PAYMENT

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SCHEDULE TP-B

CONTRACT PRICE BREAKDOWN


TERMS OF PAYMENT

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SCHEDULE TP-C

MILESTONE PAYMENT SCHEDULE


TERMS OF PAYMENT

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SCHEDULE TP-D

MATERIAL AND CONSTRUCTION DRAWDOWN SCHEDULE

INTERIOR TO LOWER MAINLAND TRANSMISSION LINE PROJECT REQUEST FOR PROPOSALS

Reference No. 527 GENERAL CONDITIONS

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GENERAL CONDITIONS



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TABLE OF CONTENTS

Clause Subject Page No.

GC1 DEFINITIONS................................................................................................................. 4 GC2 INTERPRETATION OF CONTRACT ........................................................................... 11 GC3 OWNER’S REPRESENTATIVE ................................................................................... 11 GC4 CONTRACTOR’S REPRESENTATIVE........................................................................ 13 GC5 CONTRACTOR’S REPRESENTATIONS..................................................................... 15 GC6 GENERAL OBLIGATIONS ........................................................................................... 16 GC7 DESIGN OBLIGATIONS .............................................................................................. 17 GC8 SUBMITTALS ............................................................................................................... 18 GC9 CONTRACTOR'S KEY PERSONNEL AND ORGANIZATION..................................... 18 GC10 PERSONNEL ............................................................................................................... 19 GC11 LABOUR....................................................................................................................... 19 GC12 SUBCONTRACTING.................................................................................................... 21 GC13 ABORIGINAL INCLUSION ........................................................................................... 22 GC14 SITE OCCUPATION..................................................................................................... 23 GC15 SITE CONDITIONS ...................................................................................................... 24 GC16 PROTECTION OF ENVIRONMENT ............................................................................ 25 GC17 HISTORICAL REMAINS............................................................................................... 26 GC18 SIGNAGE ..................................................................................................................... 27 GC19 SECURITY OF THE WORK ......................................................................................... 27 GC20 SAFETY........................................................................................................................ 27 GC21 FIRE PROTECTION..................................................................................................... 31 GC22 PROGRESS OF THE WORK....................................................................................... 31 GC23 PROCEDURES AND PROGRESS .............................................................................. 33 GC24 EQUIPMENT AND MATERIALS SUPPLIED BY THE OWNER................................... 34 GC25 PLANT OF CONTRACTOR.......................................................................................... 34 GC26 INTELLECTUAL PROPERTY ...................................................................................... 35 GC27 CONFIDENTIALITY...................................................................................................... 36 GC28 MAINTENANCE OF RECORDS .................................................................................. 36 GC29 QUALITY ...................................................................................................................... 36 GC30 INSPECTION AND TESTING ...................................................................................... 37 GC31 IMPROPER MATERIALS, WORKMANSHIP AND DESIGN ........................................ 38 GC32 WARRANTIES AND GUARANTEES ........................................................................... 39 GC33 REMEDIAL WORK ....................................................................................................... 41 GC34 O&M PERSONNEL ...................................................................................................... 41 GC35 CLEANUP..................................................................................................................... 41 GC36 SUSPENSION OF WORK............................................................................................ 42 GC37 SUBSTANTIAL COMPLETION .................................................................................... 43



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GC38 FINAL COMPLETION................................................................................................... 45 GC39 WORK CHANGES........................................................................................................ 47 GC40 DELAY..........................................................................................................................48 GC41 FORCE MAJEURE....................................................................................................... 51 GC42 TERMINATION BY THE OWNER ................................................................................ 53 GC43 TERMINATION BY CONTRACTOR............................................................................. 57 GC44 NOTIFICATION OF CLAIMS AND DUTY TO MITIGATE............................................. 57 GC45 DISPUTE RESOLUTION.............................................................................................. 58 GC46 INSURANCE ................................................................................................................ 61 GC47 PERFORMANCE SECURITY ...................................................................................... 64 GC48 INDEMNIFICATION AND LIABILITY............................................................................ 65 GC49 TITLE AND RISK.......................................................................................................... 67 GC50 TAXES..........................................................................................................................67 GC51 IMPORTATION OF WORK .......................................................................................... 68 GC52 CHANGES IN APPLICABLE LAWS ............................................................................. 68 GC53 PAYMENTS BY CONTRACTOR.................................................................................. 68 GC54 GENERAL .................................................................................................................... 70

SCHEDULES:

GC-A – CONTRACTOR CODE OF CONDUCT GC-B - STANDARDS OF CONDUCT GC-C - FORM OF PERFORMANCE BOND GC-D - FORM OF LABOUR AND MATERIALS PAYMENT BOND GC-E - FORM OF LETTER OF CREDIT GC-F - FORM OF GUARANTEE GC-G - CERTIFICATE OF INSURANCE GC-H - MULTIPLE PRIME CONTRACTOR ASSIGNED - FIELD RETENTION & RELINQUISHMENT FORM GC-I - FORM OF STATUTORY DECLARATION GC-J - FORMS OF RELEASE AND GENERAL WAIVER OF CLAIMS GC-K - FORM OF ASSIGNMENT CLAUSE FOR SUBCONTRACTS GC-L - KEY PERSONNEL GC-M - CONTRACTOR'S ORGANIZATION CHART GC-N - LIST OF MAJOR SUBCONTRACTORS GC-O – FORM OF PROJECT SCHEDULE GC-P – ABORIGINAL INCLUSION



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GENERAL CONDITIONS

GC1 DEFINITIONS

1.1 Definitions - Unless the context indicates otherwise, in the Contract Documents:

(a) “Aboriginal” means Indian (as defined in the Indian Act), Métis, or Inuit;

(b) “Aboriginal Business” means a business that meets the following criteria:

(i) is a sole proprietorship, wholly owned by an Aboriginal person;

(ii) is a corporation with at least 51% of the equity, including any common or voting shares, directly owned by one or more Aboriginal Businesses or Aboriginal persons;

(iii) is a partnership or joint venture having at least 51% of the ownership rights, including any voting rights, directly held by one or more Aboriginal Businesses or Aboriginal persons; or

(iv) is any other business with a substantial amount of ownership rights held by one or more Aboriginal Businesses or Aboriginal persons, as determined by the Owner;

(c) “Aboriginal Content” means that the Contractor or Subcontractor is an Aboriginal Business or supports Aboriginal Inclusion in its business practices.

(d) “Aboriginal Inclusion” means for any Contractor or Subcontractor that is not an Aboriginal Business, but demonstrates:

(i) the inclusion of Aboriginal Businesses and Aboriginal persons;

(ii) ownership interests of Aboriginal Businesses and Aboriginal persons; and/or

(iii) measures the Contractor or Subcontractor will provide in its performance of the Work to benefit Aboriginal Businesses and Aboriginal persons, including as set out in Schedule GC-P Aboriginal Inclusion;

(e) “Agreement” means the part of the Contract Documents entitled “Agreement”;

(f) “Applicable Laws” means, with respect to a party, all domestic or foreign, national, federal, provincial, state, territorial, regional, municipal or local statutes, laws, by laws, rules, regulations, codes (including design and building codes), ordinances, judgments, decrees, writs, administrative interpretations, guidelines, policies, injunctions, orders or the like, of any Governmental Authority, and the interpretations thereof, applicable to the



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performance of the Work or the operation of the completed Work, including the Permits, Licence and Approvals any and all of the foregoing regulating or relating to Permits, Licences and Approvals, as now or may at any time hereafter be in effect;

(g) “BC Hydro” means British Columbia Hydro and Power Authority;

(h) “BCICAC” means the British Columbia International Commercial Arbitration Centre;

(i) “Business Day” means a day other than a Saturday, Sunday or statutory holiday in British Columbia;

(j) “Change Directive” means a written instruction of the Owner directing the Contractor to proceed with a Work Change prior to the issuance of a Change Order;

(k) “Change Order” means a written instruction of the Owner and the Contractor setting out the Work Change;

(l) “Contractor Code of Conduct” means the Contractor Code of Conduct attached or referred to in Schedule GC-A;

(m) “Contract” means the agreement of the Owner and the Contractor as embodied in all the Contract Documents;

(n) “Contract Date” has the meaning given in the Agreement;

(o) “Contract Time” means the time from the Contract Date to the Substantial Completion Date specified in the Agreement, as such time is adjusted under this Contract.

(p) “Contract Documents” has the meaning given in the Agreement, as the same may be modified, amended, substituted or replaced in accordance with the provisions of the Contract from time to time;

(q) “Contract Price” has the meaning given in the Terms of Payment;

(r) “Contractor” has the meaning given in the Agreement;

(s) “Contractor’s Representative” means the person appointed to such position by the Contractor in accordance with GC4;

(t) “Construction Program Manager” or “CPM” means the person appointed to such position by the Owner in accordance with GC3, or the Owner’s Representative if no such person is appointed to such position;

(u) “Environmental Assessment Certificate” has the meaning given in the Functional Requirements;



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(v) “Environmental Management Plan” has the meaning given in the Functional Requirements;

(w) “Environmental Program Manager” or “EPM” means the person appointed to such position by the Owner in accordance with GC3, or the Owner’s Representative if no such person is appointed to such position;

(x) “Environmental Protection Plan” means the site-specific environmental protection plan prepared by the Contractor in accordance with and as required by the Functional Requirements;

(y) “Equipment and Materials” means any and all drawings and manuals, articles, goods, materials, supplies, commodities, machinery, equipment and fixtures to be supplied by the Contractor that comprise a portion of the Work, but specifically excluding Plant;

(z) “Equivalent” means any design, material, equipment, Equipment and Materials, Functional Requirement or method of design, construction, manufacture or installation or other part of the Work which:

(i) the Contractor demonstrates to the satisfaction of the Owner is at least equal to the qualities and performance to those expressly specified in or required by the Contract, or which is the subject of a Submittal that has previously been reviewed and accepted by the Owner; and

(ii) will not result in an adjustment to the Contract Price;

(aa) “Existing Infrastructure” means transmission lines, substations, capacitor station, plant (other than Plant as defined in this Contract), services, facilities and improvements, if any, located from time to time within or in the vicinity of the Site, including any to which the Work will be interconnected;

(bb) “Existing Owner Equipment” means equipment or other property of the Owner in the care and custody of the Contractor as of the date of the Contract;

(cc) “Final Completion” means that the Work is complete, as certified in the Final Completion Certificate, including:

(i) the completion of everything required under GC38 as a condition of issuing the Final Completion Certificate; and

(ii) completion of everything else required by the Contract Documents to be completed by or for Final Completion,

subject only to those warranties specified in this Contract that apply after Final Completion.

(dd) “Final Completion Certificate” has the meaning given in GC38;



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(ee) “Final Completion Date” means the date of Final Completion, as certified in the Final Completion Certificate;

(ff) “Force Majeure Event” has the meaning given in GC41.1;

(gg) “Functional Requirements” means the part of the Contract Documents entitled “Functional Requirements”;

(hh) “General Conditions” means these General Conditions;

(ii) “Geotechnical Information” has the meaning given in GC15.2;

(jj) “Governmental Authority” means any national, federal, provincial, territorial, state, regional, municipal or local governmental authority, quasi governmental authority, court, government or self regulatory organization, commission, board, tribunal, organization, or any regulatory, administrative or other agency, or any political or other subdivision, department, or branch of any of the foregoing, having jurisdiction in any way over any aspect of the performance of the Contract or the operation of the completed Work, including any Applicable Laws;

(kk) “Insolvent” includes where a person becomes insolvent, commits an act of bankruptcy, makes an assignment for the benefit of its creditors, has a receiver or liquidator appointed for its assets, or takes the benefit of any legislation for bankrupt or insolvent debtors, or where a bankruptcy petition is filed against the Contractor, a receiver-manager or receiver of any property of the Contractor is appointed, or an order is made, resolution passed, or petition filed, or any steps taken for the liquidation or winding-up of the Contractor;

(ll) “Key Personnel” means those individuals identified in Schedule GC-L – Key Personnel, as such individuals may be replaced in accordance with GC9.2;

(mm) “NTP” means a Notice to Proceed (NTP) as described in the Functional Requirements;

(nn) “O&M Personnel” means the personnel of the Owner or its maintenance contractor who provide operations and maintenance for the completed Work from and after Substantial Completion, including such personnel who may be assigned by the Owner to the Contractor as specified in the Contract to work under the direction and control of the Contractor prior to Substantial Completion;

(oo) “Owner” has the meaning given in the Agreement;

(pp) “Owner Delay” means a breach by the Owner of its obligations under this Contract, a breach of a representation by the Owner under this Contract, or any negligent act or omission of the Owner contrary to the provisions of this Contract;



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(qq) “Owner’s Representative” means the person appointed to such position by the Owner in accordance with GC3;

(rr) “Permits, Licences and Approvals” includes all permits, licences, approvals, authorizations, permissions and consents in relation to the Contract issued by or received from Governmental Authorities, including the statements, requirements, representations and commitments made by the Owner or the Contractor which are contained within or are part of any plans, schedules, applications or submittals provided or submitted by them to Governmental Authorities in order to obtain permits, licences, approvals, authorizations, permissions and consents, as applicable, from the Governmental Authorities;

(ss) “Performance Security” has the meaning given in GC47.1;

(tt) “Plant” means all facilities, construction equipment, including Small Tools, replacement parts, furnishings, materials and supplies of any kind brought onto, installed or constructed on the Site by the Owner or the Contractor to carry out the Work, but not incorporated into the completed Work;

(uu) “Preliminary Project Schedule” has the meaning given to it in GC22.1;

(vv) “Project” means all aspects of the Work under the Contract;

(ww) “Project Schedule” has the meaning given in GC22.3 and the Functional Requirements;

(xx) “Prudent Utility Practice” means the best practices, methods, acts and procedures, and the minimum design, construction and engineering standards and codes (including those practices, methods, acts, procedures, standards and codes related to reliability, durability, safety, longevity and asset preservation) used, applied and accepted at the time of execution of the Contract by the majority of the major public utility electrical transmission operators of comparable facilities in North America;

(yy) “PSSP” has the meaning given in GC20.2;

(zz) “QA” means quality assurance;

(aaa) “QA/QC Plan” means a QA and QC plan;

(bbb) “QC” means quality control;

(ccc) “Schedule of Prices” means Schedule TP-A – Schedule of Prices;

(ddd) “Site” means the lands and areas made available by the Owner within the boundaries designated in Section 1.2 of the Functional Requirements where the Work is performed, and such other lands and areas that may be provided by the Owner and designated for use by the Contractor for use for the Work;



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(eee) “Small Tool” means a tool which does not form a part of a larger tool and which has a purchase value when new not exceeding $1,000;

(fff) “Standards of Conduct” means the Standards of Conduct attached as Schedule GC-B;

(ggg) “Subcontractor” means anyone having a contract with or through the Contractor for the performance of any part of the Work, including any consultant, contractor, Vendor and supplier, and any sub-consultant, subcontractor, sub-vendor or sub-supplier of any tier;

(hhh) “Submittal” means any report, plan, schedule, drawing or other document, including in electronic form, or anything else that is specified in the Contract Documents to be submitted to the Owner by the Contractor;

(iii) “Substantial Completion” means that the Work is substantially complete, as certified in the Substantial Completion Certificate, including:

(i) readiness of the Work for full commercial operation as certified in the commissioning notice to operate issued by or on behalf of the Owner;

(ii) the completion of everything required under GC37 as a condition of issuing the Substantial Completion Certificate; and

(iii) completion of everything else required by the Contract Documents to be completed by or for Substantial Completion,

subject only to those warranties specified in this Contract that apply after Substantial Completion.

(jjj) “Substantial Completion Certificate” has the meaning given in GC37.2;

(kkk) “Substantial Completion Date” means the date of Substantial Completion, as certified in the Substantial Completion Certificate;

(lll) “Terms of Payment” means the part of the Contract Documents entitled “Terms of Payment”;

(mmm) “Vendor” means any of the Contractor’s vendors for the supply of any major equipment;

(nnn) “Work” means all or any part of the design, construction, manufacturing, installation and all related services and other obligations required from the Contractor under the Contract and includes a Work Change;

(ooo) “Work Change” means a change in the Work including additions, deletions or other revisions to the Work;

(ppp) “Work Procedures” has the meaning given in GC20.13;



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(qqq) “Workers Compensation Act” means the Workers Compensation Act, RSBC 1996 Chapter 492, as amended from time to time; and

(rrr) “WPP Lockout Procedures” has the meaning given in GC20.2.

1.2 Headings - The headings used in any of the Contract Documents are for ease of reference only and form no part of the Contract.

1.3 Included Meanings - In the Contract Documents, words in the singular include the plural and vice versa, and each of the masculine, feminine and neuter genders include all other genders.

1.4 Grammatical Forms - Unless the context indicates otherwise, where a word or expression is defined in the Contract Documents, other parts of speech or grammatical forms of the same word or expression have corresponding meanings.

1.5 Currency - In the Contract Documents, all monetary amounts shall be interpreted as amounts in the lawful currency of Canada.

1.6 Contract Documents Complementary - The Contract Documents are complementary and what is called for by any one of them is as binding as if called for by all.

1.7 Other Meanings - In the Contract Documents,

(a) wherever it is indicated that the Owner may exercise discretion, the Owner may exercise its sole and absolute discretion, unless expressly indicated otherwise, and all discretion includes the right not to exercise the discretion;

(b) words in the singular includes the plural and vice versa;

(c) the words “include”, “includes” and “including” are not limiting;

(d) reference to a person includes an individual, company, other body corporate, association, partnership, firm, joint venture, trust or authority; and

(e) “liquidated damages” are not to be construed as a penalty but represent the amount agreed to be paid by the Contractor to the Owner on the happening of a specified event, and which amount has been agreed by the parties to be not a penalty but to represent a genuine pre-estimate of the damages that the Owner will suffer as a result of the happening of the specified event, and all of which damages the parties agree would be difficult or impossible to quantify upon the happening of that specified event.

1.8 Statutes - References to a statute shall include all regulations, by-laws, ordinances and orders made under or pursuant to the statute.



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1.9 Conditions Precedent - All conditions precedent in the Contract Documents that are in favour of the Owner are for the Owner’s sole benefit, and such conditions precedent may be waived or remove at any time in the Owner’s sole discretion.

GC2 INTERPRETATION OF CONTRACT

2.1 Request for Clarification - Where the Contractor:

(a) identifies:

(i) any ambiguity, conflict or inconsistency between, among or within the Contract Documents; or

(ii) any incorrect, inaccurate or misrepresented facts in the Contract Documents; or

(b) is unclear about the intent of any part of the Contract,

the Contractor shall refer the matter immediately in writing to the Construction Program Manager, with a copy to the Owner, for a decision, and until the Contractor has received that decision, shall not proceed with any unperformed part of the Work that is affected by that matter.

2.2 Decision - The Construction Program Manager shall, within 30 days after receipt of the written referral to the Construction Program Manager under GC2.1, give a written decision to the Contractor in the matter referred to the Construction Program Manager under GC2.1 and the Contractor shall proceed with the Work in accordance with that decision.

2.3 Failure to Clarify - Where the Contractor

(a) knew about, or ought reasonably to have known about, a matter requiring a decision under GC2.1; and

(b) failed to refer the matter to the Construction Program Manager immediately for a decision,

the Contractor shall be responsible for the results of its failure to comply with GC2.1 and GC2.2 and shall not be entitled to any adjustment in the Contract Time or Contract Price.

GC3 OWNER’S REPRESENTATIVE

3.1 Appointment – The Owner shall within 7 days after the Contract Date by notice to the Contractor appoint the Owner’s Representative and provide the Contractor with the address, telephone number, e-mail address and facsimile number, as applicable, of the Owner’s Representative. The Owner’s Representative is not required to be an employee of the Owner.



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3.2 Functions and Authority -

(a) The Owner shall carry out or shall cause the Owner’s Representative to carry out all of the functions of the Owner’s Representative under the Contract.

(b) Subject to GC3.2(c), the Owner’s Representative has full authority to act on behalf of and bind the Owner in connection with this Contract.

(c) The Owner’s Representative is not, in the Owner’s Representative’s capacity as Owner’s Representative, authorized to amend this Contract, and the Owner may by notice in writing to the Contractor further limit the authority of the Owner’s Representative.

3.3 Delegation -

(a) The Owner or the Owner’s Representative may, by notice to the Contractor in writing, delegate any or all of the Owner’s Representative’s authority and functions to any other person or persons, setting out the extent and scope of that delegation. The Owner or the Owner’s Representative may by notice to the Contractor change or terminate any such delegation. The appointment of any delegate does not prevent the Owner’s Representative from exercising any authority or function that was delegated.

(b) A delegate is not required to be an employee of the Owner, and may include the Construction Program Manager, the Environmental Program Manager and any other person referred to in GC3.4.

(c) Upon a delegation, all references to the Owner’s Representative include all delegates to the extent and scope of the applicable delegation.

3.4 Program Managers - The Owner may appoint an Environmental Program Manager, a Construction Program Manager, and any person to assist the Owner with the Project and may determine the functions and authority of all such persons. No such person shall be authorized to bind the Owner unless and to the extent set out in a notice to the Contractor pursuant to GC3.3. The Owner shall carry out or shall cause the Owner’s Representative or the Environmental Program Manager or the Construction Program Manager, as applicable, to carry out all of the functions of the Environmental Program Manager or the Construction Program Manager under the Contract.

3.5 Directions -

(a) Except where the Contract otherwise provides or in relation to an environmental or safety-related issue, the Owner’s Representative may only give a direction in writing.

(b) The Contractor shall comply with all directions given by the Owner’s Representative under a provision of this Contract.



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3.6 Advance Notice - The Contractor shall give prior notice to the Owner if the Contractor requires performance of a function assigned under the Contract to the Owner’s Representative and the failure by the Owner’s Representative to exercise such function under the Contract by a particular time could cause delay to the Work. Such notice shall identify the function, the time by which the function is required to be exercised under the Contract and the time by which the function must be exercised

to avoid delay. The Contractor shall give such notice in sufficient time for the Owner’s Representative to exercise the function within the required time. If the Contractor fails to give such notice in accordance with the foregoing, then any delay in giving such notice and any resulting delay in the exercise of the functions by the Owner’s Representative shall be deemed not to be the responsibility and delay caused by the Owner.

3.7 Replacement -

(a) The Owner may at any time and in its discretion by notice to the Contractor replace the Owner’s Representative.

(b) If for any reason the Owner’s Representative resigns or is otherwise unable to perform the functions of the Owner’s Representative, the Owner shall immediately by notice to the Contractor replace the Owner’s Representative, and provide the same information required for the appointment of the Owner’s Representative pursuant to GC3.1.

GC4 CONTRACTOR’S REPRESENTATIVE

4.1 Appointment -

(a) The Contractor shall within 7 days after the Contract Date by notice to the Owner appoint the Contractor’s Representative and provide the Owner with the address, telephone number, e-mail address and facsimile number, as applicable, of the Contractor’s Representative. The Contractor’s Representative is not required to be an employee of the Contractor.

(b) Unless the Contractor’s Representative is named in the Contract Documents, the Contractor shall submit to the Owner the name and experience of the person the Contractor proposes to appoint as the Contractor’s Representative

(c) The appointment of the Contractor’s Representative is subject to the Owner’s consent and is not effective until the Owner provides such consent in writing to the Contractor.

4.2 Functions and Authority -

(a) The Contractor shall carry out or shall cause the Contractor’s Representative to carry out all of the functions of the Contractor’s Representative under the Contract.



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(b) Subject to GC4.2(c), the Contractor’s Representative has full authority to act on behalf of and bind the Contractor in connection with this Contract.

(c) The Contractor’s Representative is not, in the Contractor’s Representative’s capacity as Contractor’s Representative, authorized to amend this Contract, and the Contractor may by notice in writing to the Contractor further limit the authority of the Contractor’s Representative.

4.3 Representative Accessible - The Contractor shall cause the Contractor’s Representative, and all delegates, to be accessible to the Owner upon request at a location specified by the Owner where the Work is performed in the Province of British Columbia.

4.4 Delegation -

(a) The Contractor or the Contractor’s Representative may, by notice to the Owner in writing delegate any or all of the Contractor’s Representative’s authority and functions to any other person or persons, setting out the extent and scope of that delegation. The Contractor or the Contractor’s Representative may by notice to the Owner change or terminate any such delegation. The appointment of any delegate does not prevent the Contractor’s Representative from exercising any authority or function that was delegated. A delegate is not required to be an employee of the Contractor.

(b) Any delegation, and any change or termination of any delegation, is subject to the Owner’s written consent and is not effective until the Owner provides such consent in writing to the Contractor.

4.5 Qualifications - The Contractor’s Representative, and all delegates of the Contractor’s Representative, shall at all times:

(a) be competent and qualified to carry out his or her duties under the Contract;

(b) conduct himself or herself properly at all times;

(c) communicate fluently in English;

(d) meet all other applicable requirements of the Contract; and

(e) be otherwise satisfactory to the Owner, acting reasonably.

4.6 Replacement -

(a) The Owner may at any time, acting reasonably, require the replacement of the Contractor’s Representative, and any delegate of the Contractors’ Representative, and the Contractor shall immediately replace the Contractor’s Representative and any such delegate with another person.



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(b) The Contractor shall not, without the prior written consent of the Owner, acting reasonably, revoke the appointment of the Contractor’s Representative.

(c) If for any reason the Contractor’s Representative resigns or is otherwise unable to perform the functions of the Contractor’s Representative, the Contractor shall immediately by notice to the Owner replace the Contractor’s Representative, and provide the same information required for the appointment of the Contractor’s Representative pursuant to GC4.1.

(d) Any replacement of the Contractor’s Representative or any delegate is subject to the Owner’s consent, acting reasonably, and is not effective until the Owner provides such consent in writing to the Contractor.

GC5 CONTRACTOR’S REPRESENTATIONS

5.1 Contractor Representations - The Contractor covenants, represents, and warrants to the Owner that:

(a) It is a corporation duly incorporated and in good standing under the laws of __________________________ and has full power to engage in the business it presently conducts and contemplates conducting.

(b) It has the required authority, ability, experience, skills and capacity to perform the Work in a timely and professional manner consistent with the Functional Requirements and Prudent Utility Practice, and acknowledges that the Owner is relying on the skill and knowledge of the Contractor in supplying and performing the Work within the times required.

(c) This Contract has been duly authorized, executed, and delivered by the Contractor and constitutes the legal, valid, and binding obligation of the Contractor, enforceable against the Contractor in accordance with its terms.

(d) The execution, delivery, and performance by the Contractor of this Contract does not and will not violate or conflict with, or constitute a default under, (1) any Applicable Laws, (2) any agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected, or (3) its organizational documents.

(e) No authorization, approval, exemption, or consent by, giving of notice to, registration with, recording or filing of any document with, or taking of any other action in respect of, any Governmental Authority (other than the Permits, Licences and Approvals) is required in connection with the authorization, execution, delivery, and performance of this Contract by the Contractor. The Contractor's Permits, Licences and Approvals either have been obtained by the Contractor and are in full force and effect on the date hereof or will be obtained by the Contractor and will be in full force and effect on or prior to the date on which they are required, under Applicable Laws, to



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be in full force and effect so as to permit the Contractor to perform the Work to completion in accordance with the Project Schedule.

(f) There are no actions, suits, proceedings, or investigations pending or, to the Contractor's knowledge, threatened against it at law or in equity before any Governmental Authority or arbitral body that individually or in the aggregate could result in any materially adverse effect on the business, properties, or assets or the condition, financial or otherwise, of the Contractor or in any material impairment of its ability to perform its obligations under this Contract. It has no knowledge of any violation or default with respect to any order, writ, injunction, or decree of any Governmental Authority or arbitral body that may result in any such materially adverse effect or such impairment.

(g) The Contractor has carefully reviewed the whole of the Contract, including all of the Functional Requirements, and acknowledges and agrees that there is nothing contained therein which inhibit or prevent the Contractor from performing and completing the Work in a good, workmanlike and safe manner so that it achieves and satisfies the requirements of the Contract, including the Functional Requirements.

(h) The Contractor is financially solvent, able to pay its debts as they mature, and possessed of sufficient working capital to complete its obligations under this Contract.

GC6 GENERAL OBLIGATIONS

6.1 Design and Construction – Without limiting any other obligations of the Contractor under the Contract, the Contractor shall:

(a) perform the Work in accordance with this Contract, including the Functional Requirements;

(b) design and construct the Work to meet the requirements of the Contract, including the Functional Requirements;

(c) provide all labour, Plant and Equipment and Materials, and do any and all manner of things necessary to properly provide the Work complete in every detail, fit for the intended use;

(d) comply with all Applicable Laws, including all Permits, Licences and Approvals, applicable to the Work;

(e) give all the notices and obtain all the Permits, Licences and Approvals required to perform the Work, other than those that are specifically identified in the Functional Requirements to be obtained by the Owner;

(f) complete each milestone by the date set out in the Project Schedule;



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(g) achieve Substantial Completion and Final Completion in accordance with the Agreement; and

(h) [meet the commitments set out in the Contractor’s Proposal (as completed and modified as agreed for inclusion in the Contract Documents)].

Such obligations are independent of each other, and the fact that the Contractor has satisfied one obligation does not limit the Contractor’s responsibility to satisfy all other obligations.

GC7 DESIGN OBLIGATIONS

7.1 Standard of Care - In the engineering and design and in the performance of the Work the Contractor and its consultants shall exercise the standard of care exercised by licensed or registered professional engineering personnel having specialized knowledge and experience in the design of North American transmission line projects having the capabilities equal to or greater than that required by the Functional Requirements.

7.2 Minimum Requirements - The Contractor acknowledges and agrees that the Contract, including the Functional Requirements, establishes only the minimum criteria, standards and requirements that must be met by the Contractor in performing and completing the Work, and the Contractor shall comply with and meet or exceed all those criteria, standards and requirements.

7.3 Background Information - The Owner does not represent or warrant the accuracy or completeness of any drawings, reports, studies, data, documents or other information given or made available to the Contractor by or through the Owner, or obtained by the Contractor from or through any other sources, including any background or reference information or documents prepared by third parties made available to the Contractor by or through the Owner prior to entering into this Contract and related in any way to the Work. The Contractor shall make such independent assessments as the Contractor considers necessary to verify and confirm the accuracy and completeness of all such information as any use of or reliance by the Contractor on any and all of such information shall be at the Contractor’s sole risk and without recourse against the Owner.

7.4 Registered professionals - To the extent required by Applicable Law or the Owner, acting reasonably, the Contractor shall assign to the Work, and shall ensure the Work is performed by, persons holding the certification, licensing, registration and other qualifications required in the jurisdiction where the Work is performed and in British Columbia, and the Contractor shall ensure the Work is performed in compliance with the requirements of such certification, licensing, registration and other qualifications, including any requirement to affix the seal of a professional engineer.

7.5 Design Personnel - Without limiting but in addition to any other obligation on the Contractor pursuant to this Contract or under Applicable Laws, the Contractor and its



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Subcontractors, and their respective consultants, shall for all engineering and design use only design personnel who, through education, training and experience, have the requisite knowledge and skills to perform the work assigned to them and which is consistent with the general design standards specified in the Contract, including GC7.1.

GC8 SUBMITTALS

8.1 Submission to Owner - The Contractor shall submit to the Owner all Submittals specified in the Functional Requirements to be submitted to the Owner for review. Shop drawings shall be submitted by the Contractor as specified in the Functional Requirements or, if not specified, as the Owner may reasonably require. If the Functional Requirements specify time limits for any Submittals and for reviews of Submittals, or impose any specific limits on the amount of material which the Contractor can submit at any given time, the Contractor shall comply with such requirements. The Contractor shall comply with the Submittals to the extent the Contractor is entitled to proceed with the Work in accordance with the notations provided for in the Functional Requirements.

8.2 Failure to Submit - The Contractor is solely responsible for all delays to the Contractor resulting from the Contractor failing to submit any Submittals to the Owner in accordance with the schedule for Submittals established in accordance with the Functional Requirements, including any delays resulting from Submittals that fail to conform to the applicable requirements for their Submittal.

8.3 Contractor’s Responsibility - Review by the Owner of any Submittals is for general conformity to the intent of the Contract and for general arrangement only, and such review shall not relieve the Contractor of the sole risk and responsibility for any and all defects, errors, conflicts or omissions in such Submittals, or for meeting all requirements of the Contract. Failure of the Owner to identify defects, errors, omissions, conflicts or other deficiencies in Submittals shall not relieve the Contractor of its sole responsibility for correcting and remedying such defects, errors, omissions, conflicts or other deficiencies at its own cost.

GC9 CONTRACTOR'S KEY PERSONNEL AND ORGANIZATION

9.1 Organization Chart - The Contractor's organization chart for all Key Personnel is attached as Schedule GC-L – Key Personnel.

9.2 Restriction on Changes - The Contractor shall not change any of the Key Personnel except with the Owner's prior written consent, which consent will not be unreasonably withheld but which may be subject to the Contractor satisfying the Owner that the proposed replacement personnel have comparable or superior qualifications and experience to the personnel who the Contractor proposes to replace. The Owner's consent is not required if any of Key Personnel are unable to perform their role in relation to the Contract due to illness, death, their own voluntary termination of employment (not induced or requested by their employer) or the involuntary termination of their employment, but in such case the Contractor shall



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immediately replace such personnel with other personnel who have comparable or superior qualifications and experience and who are acceptable to the Owner.

GC10 PERSONNEL

10.1 Qualifications and Experience - The Contractor shall:

(a) provide competent, appropriately qualified, experienced and skilled personnel to execute and supervise the Work under the Contract in accordance with its obligations under the Contract; and

(b) ensure that the Work under the Contract is executed by and under the supervision of such personnel.

10.2 Conduct and Control of Personnel -

(a) The Contractor must at all times during the progress of the Work under the Contract use its best efforts to prevent any unlawful, riotous or disorderly conduct or behaviour by or amongst its personnel.

(b) The Owner may, in its absolute discretion, direct the Contractor to remove from the Site, or from any activity connected with the Work under the Contract, any personnel employed or engaged by the Contractor or a Subcontractor in connection with the Work under the Contract who, in the opinion of the Owner, is lacking in appropriate skills or qualifications, engages in misconduct or is incompetent or negligent. The Contractor must not permit that person to re-enter the Site or undertake any activity in connection with the Work under the Contract without the prior written approval of the Owner.

(c) The Contractor must comply with a direction made under GC10.2(b) within the time specified by the Owner.

GC11 LABOUR

11.1 Open Site - The Contractor acknowledges that some or all of the other contractors and their subcontractors working at the Site may be union or non-union and that the Owner wishes to ensure that labour peace is maintained. The Contractor shall take all necessary precautions to avoid labour disputes and to minimize the disruption in the event of any dispute.

11.2 Status of Collective Agreement - The Contractor represents and warrants that as of the Contract Date no collective or other agreement in effect with its workers or between its Subcontractors and its workers, and no expiry or termination of any such agreement, will adversely affect labour peace on the Site or delay the Contractor’s performance under the Contract.

11.3 Non-affiliation Rights - The Contractor represents and warrants that it and its Subcontractors, if unionized, have written agreements with the unions representing the workers employed by them that non-affiliation rights in any collective agreement



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or pursuant to any statutory right will not be exercised in connection with the Work. Any and all such agreements shall be submitted to the Owner within five days after request by the Owner.

11.4 Notice of Labour Dispute - Whenever the Contractor has knowledge that any actual or potential labour dispute is delaying or threatens to delay or may threaten to delay the timely performance of the Work, the Contractor shall immediately give notice thereof in writing to the Owner, including all relevant information with respect to such dispute or potential dispute.

11.5 Termination of Subcontract - Without restricting the generality of the Owner’s right to terminate under any other provision of the Contract, the Owner may by written notice to the Contractor require the Contractor to suspend or terminate any subcontract with a Subcontractor by the Contractor giving five days’ written notice to the Subcontractor, if:

(a) the workers of the Subcontractor, or of anyone employed by or through the Subcontractor:

(i) declare or engage in a strike, a cessation of work, a refusal to supply material or refusal to work or to continue to work;

(ii) engage in a slowdown or other concerted activity which restricts or limits or, in the opinion of the Owner, is likely to restrict or limit the progress or performance of the Work; or

(iii) picket or cause picketing to occur or support picketing by a refusal to work or continue to work at or in the Site whether in support of a lawful strike or for any other reason; or

(b) the Subcontractor, or anyone engaged by or through the Subcontractor, imposes a lockout, lawful or unlawful, against their workers engaged in performing the Work, which lockout will delay the Work.

11.6 Cost and Expense - The sole cost and expense of preventing, avoiding or removing any of the matters or events giving rise to the labour disruption of its workers or of the workers of a Subcontractor shall be borne by the Contractor, who shall prevent, avoid (including by substitution or replacement of Subcontractors) and remove any and all such labour disruptions within five days of the commencement of such disruptions, including by making any necessary applications for injunctive and other relief to the appropriate tribunals or courts having jurisdiction.

11.7 Delay and Termination - Delays in the performance of the Work as a result of any labour disruption or labour dispute of the workers of the Contractor or a Subcontractor are to be considered as a delay attributable to the Contractor, and for which the Contractor shall not be entitled to an extension of the Contract Time or the Contract Price.



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GC12 SUBCONTRACTING

12.1 Prior Consent - Except as provided in GC12.4, the Contractor shall not subcontract any part of the Work without the prior written consent of the Owner, acting reasonably.

12.2 Information Required - Before giving consent under GC12.1, the Owner may require the Contractor to supply written information about:

(a) the proposed Subcontractor, including qualifications and financial information;

(b) the part of the Work to be subcontracted;

(c) the terms of the subcontract, excluding any subcontract prices;

(d) the Subcontractor’s statement that is required under GC12.6; and

(e) if the Subcontractor’s subcontract includes the provision of any major items of Equipment and Materials, the manufacturer’s name, qualifications and location of manufacturing plant.

12.3 Responsibility - Where part of the Work is subcontracted, the Contractor acknowledges and agrees that it remains responsible for the performance of the Contract and for the acts, omissions and defaults of the Subcontractor, its agents and employees as if they were acts, omissions or defaults of the Contractor.

12.4 Changes to Subcontractors - Once the Owner has consented to a Subcontractor, the Contractor shall not permit a material change to that Subcontractor’s subcontract without the consent of the Owner, acting reasonably.

12.5 Form of Assignment Clause - The Contractor shall include, in all subcontracts having a value in excess of $100,000, a provision in the form of Schedule GC-K – Form of Assignment Clause for Subcontracts, providing for its assignment to the Owner upon the Owner’s written request following a termination or expiration of the Contract.

12.6 Notice to Subcontractor - Where the Contractor enters into a contract with a Subcontractor, the Contractor shall advise the Subcontractor in writing of the requirement in GC20.1 and require the Subcontractor to deliver to the Owner a required statement from the Worker’s Compensation Board, substantially similar to that required under GC20.1, for all persons the Subcontractor has performing the Work on the Site.

12.7 Insurance Requirement - Where the Contractor enters into a contract with a Subcontractor, the Contractor shall ensure that the Subcontractor has in place insurance required of Subcontractors as described in GC46 before the Subcontractor commences any part of the Work and that such insurance is maintained as provided in GC46.



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12.8 Suppliers of Components – Where the Contractor purchases any Equipment or Materials or other components for integration into the Work, and where service bulletins are available in respect of such Equipment and Materials or other components, the Contractor shall advise the supplier that the Owner is the end user and shall require that its supplier provide all such service bulletins on a timely basis to the Owner. The Contractor shall provide written evidence to the Owner that the Contractor has complied with this GC12.8.

GC13 ABORIGINAL INCLUSION

13.1 Performance - The Contractor shall ensure that all Aboriginal Inclusion described or referred to in Schedule is provided and achieved. [NTD: Insert any other required provisions for any direct award contracts by the Owner to First Nations prior to the Contract Date.]

13.2 Change in Status - If the Contractor or any Subcontractor is identified in the Contract Documents as an Aboriginal Business or business that supports Aboriginal Inclusion, the Contractor shall throughout the performance of the Work and this Contract maintain such status and require the relevant Subcontractors to maintain such status and shall notify the Owner of any change that could affect such status.

13.3 Participation– Without limiting any other requirement of this Contract, the Contractor is strongly encouraged to employ Aboriginal individuals and sub-contract Aboriginal businesses to assist with this Contract. The Owner encourages and expects the Contractor to actively promote the participation of Aboriginal individuals and Aboriginal Businesses in the Work. It is the intent to provide as many opportunities as possible to Aboriginal individuals and Aboriginal Businesses that are qualified to provide various materials, equipment, work and services that become available and are not already filled by the Contractor and its Subcontractors as of the Contract Date.

13.4 Reporting of Aboriginal Inclusion – On a monthly basis the Contractor will submit a report to the Owner providing a summary of Aboriginal Inclusion achieved for this Contract. The summary will be based on the specific metrics agreed upon for monitoring and measuring Aboriginal Inclusion and will detail the proportions of Aboriginal inclusion including the:

(a) number of Aboriginal employees engaged in the Work;

(b) number of Aboriginal employee hours;

(c) number of Aboriginal Businesses as Subcontractors;

(d) value of Aboriginal Business Subcontractor materials, equipment, work and services; and

(e) any other Aboriginal Inclusion.



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13.5 Audit - The Owner may at any time and from time to time perform an audit and review of the Contractor’s continued status as an Aboriginal Business (if applicable), and the provision and achievement of Aboriginal Inclusion, including the employment of Aboriginals, and the Contractor shall cooperate with the Owner and provide all assistance and information reasonably requested by the Owner. If as a result of legislation protecting privacy of personal information, any information cannot be provided, the Contractor shall provide as much information as is permitted by such legislation and shall use all reasonable efforts to obtain the necessary consents to the release of such information.

GC14 SITE OCCUPATION

14.1 Timely Occupation - The Owner shall give the Contractor occupation of parts of the Site for purposes of the Work as set out in the Functional Requirements upon the Contractor satisfying the conditions in the Functional Requirements related to Work activities and obtaining the applicable NTP from the Owner.

14.2 Necessary Clearances - The Contractor shall not enter or commence any Work on any portion of the Site where the Contractor has not satisfied the conditions in the Functional Requirements related to Work activities and obtained the applicable NTP from the Owner.

14.3 No Exclusive Occupation - The Contractor shall not have the exclusive right to occupy the Site at any time.

14.4 Cooperation - Where it is:

(a) specifically provided under the Contract; or

(b) necessary, in the opinion of the Owner, including in relation to the Existing Infrastructure,

then other contractors or workers, with or without facilities, equipment and materials, may work on the Site and the Contractor shall allow them access to the Site and shall cooperate with them in the carrying out of their duties. The Contractor shall ensure that any and all schedules for the Work submitted by it under the Contract reasonably take into account the presence of other contractors or workers on the Site and may reasonably impact the Contractor’s performance of the Work.

14.5 Existing Infrastructure - The Contractor shall

(a) not disrupt, interrupt or interfere with the operation or performance of the Existing Infrastructure or the Owner's activities on or adjacent to the Site;

(b) protect the Existing Infrastructure from damage that may arise as a result of or in connection with the Work; and



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(c) at the Owner’s request at any time provide information regarding the Work and proposed Work and comply with all directions of the Owner in relation to the operation, performance and protection of the Existing Infrastructure.

GC15 SITE CONDITIONS

15.1 Site Examination - By executing the Contract, the Contractor is deemed to have conducted an examination of the Site and to have informed itself fully as to all Site conditions and all risks and contingencies and other data and matters respecting the Site and any other aspects of the Work necessary to satisfactorily perform the Contract in all respects. Further, the Contractor represents that prior to award of the Contract it acquainted itself with all conditions affecting the Work, satisfied itself as to its ability to meet all the difficulties affecting the execution of the Contract, and carried out all studies, including Site and soil investigations, necessary to fully satisfy itself as to the foregoing, including existing conditions, and all risks and contingencies that may arise from conditions being different than assumed or anticipated. The Contractor acknowledges that utilities and service connections may not be located exactly as shown on any drawings that may be provided by or through the Owner and the Contractor shall satisfy itself fully as to the exact location of all utilities and service connections prior to commencing any Work on the Site and shall make such alterations to the Work as may be required to avoid conflicts in or damage to utilities and connections.

15.2 Subsurface Conditions - Without limiting GC15.1, any and all information provided by or through the Owner prior to execution of the Contract, including any and all geotechnical and subsurface reports, data, interpretations, recommendations and information (collectively, the “Geotechnical Information”), was prepared solely for the purpose of study to consider the general feasibility of the Project and not for the purpose of design or construction. The Contractor acknowledges that subsurface conditions may differ materially from those indicated in the Geotechnical Information. The Owner does not warrant and will not be responsible for the accuracy, sufficiency, adequacy, completeness or content of any of the Geotechnical Information or any subsurface information shown in any of the Contract Documents, all of which have been provided to the Contractor for general information only and on the condition that they are not to be relied upon by the Contractor. The Contractor shall be solely responsible for conducting its own tests or investigations to satisfy itself as to the soil structure, groundwater, subsurface conditions, obstructions and all other conditions it may encounter during the course of performing the Contract.

15.3 Site Conditions at Contractor’s Sole Risk – Without limiting the other provisions of this GC15, the Contractor bears all risk that Site conditions (including subsurface conditions) are different from those assumed or anticipated by the Contractor and is not entitled to and has no claim whatsoever against the Owner for an adjustment of the Contract Time or the Contract Price based on, resulting from or arising out of any differences between Site conditions that may exist and those Site conditions that may have been assumed or anticipated by the Contractor, including resulting from any assumptions, anticipation, misunderstanding or misinterpretation by the Contractor of Site conditions or from any Geotechnical Information.



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GC16 PROTECTION OF ENVIRONMENT

16.1 Permits, Licences and Approvals - The Contractor shall at all times and without additional compensation comply strictly with:

(a) all conditions of the Environmental Assessment Certificate, all other Permits, Licences and Approvals and all Applicable Laws relating to the protection of the environment;

(b) all environmental guidelines, requirements and directions of Governmental Authorities;

(c) the Environmental Management Plan; and

(d) all environmental guidelines, requirements and directions of the Owner, acting reasonably, issued pursuant to or consistent with the requirements of the Environmental Assessment Certificate or the Environmental Management Plan;

(e) all requirements of the Functional Requirements relating to the environment.

16.2 Minimize Disturbance - The Contractor shall take all measures in the performance of the Work required to avoid causing negative impacts to the environment. Where negative impacts cannot be avoided, the Contractor shall undertake all measures necessary to minimize and mitigate the effect of such negative impacts. Without limiting the generality of the foregoing, the Contractor shall not alter, damage, destroy, remove or clear trees, timber or shrubs, or disturb flora, fauna or watercourses, to any extent greater than is absolutely necessary for the proper performance of the Work, including without limitation in strict accordance with the requirements of the Governmental Authorities.

16.3 Failure to Comply - The Owner and any other representative or employee of the Owner or its consultants all have authority to order the Contractor, by notice to the Contractor or to any of its personnel or workers, to immediately cease any or all activities which, in their reasonable opinion, may cause or may likely cause damage, disturbance or impairment to or of the environment that is in breach of or in excess of that allowed by any Permits, Licences and Approvals or by any Applicable Laws, the Environmental Management Plan or the Functional Requirements. The Contractor, at its sole cost and expense, shall immediately comply with such direction and shall not re-commence such activity or activities until after the Contractor has demonstrated to the satisfaction of the Owner and the applicable Governmental Authorities that the activity directed to be ceased can be resumed and completed without damage, disturbance or impairment to or of the environment that is in breach of or in excess of that allowed by the Permits, Licences and Approvals, Applicable Laws, Environmental Management Plan and the Functional Requirements.

16.4 Discharge - In no circumstances shall the Contractor discharge any substance used in the performance of the Work, or provided by the Contractor, into the environment



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(excluding only normal combustion exhaust emissions from construction equipment which are within legally allowable levels).

16.5 Contractor’s Ability to Respond - The Contractor shall at all times have on Site and available for immediate deployment sufficient and adequate equipment and materials, and adequately trained personnel, to respond promptly and properly to any environmental incident that could reasonably be anticipated from the performance of the Work, including but not limited to any environmental incident which may cause damage to the environment, the discharge of any deleterious substance into any watercourse or the environment, or result in the possibility of charges, penalties, fines or assessments levied against the Contractor, its Subcontractors or the Owner.

16.6 Representations and Warranties - The Contractor, by entering into the Contract, represents and warrants it is familiar with the requirements of the Environmental Assessment Certificate and all other Applicable Permits, Licences and Approvals, Applicable Laws and requirements of all Governmental Authorities which relate to the performance by the Contractor of the Contract. The Contractor shall ensure that all Permits, Licences and Approvals required to be obtained from all Governmental Authorities have been obtained prior to performing any part of the Work for which such Permits, Licences and Approvals are required, and shall then comply strictly with all such Permits, Licences and Approvals. In addition to all other indemnities under the Contract, the Contractor shall indemnify and hold the Owner harmless from and against any and all liability, including without limitation penalties, fines and assessments, and legal costs and disbursements, which the Owner may incur arising out of the performance by the Contractor of the Contract not in accordance with or in breach of the requirements of any Permits, Licences and Approvals, Applicable Laws or requirements of Governmental Authorities, or the failure of the Contractor to obtain all necessary Permits, Licences and Approvals required by Applicable Law or Governmental Authorities.

16.7 Listed Species - The Contractor shall comply with all Applicable Laws and with all requirements of Governmental Authorities and the Contract with regard to protection of and mitigation of harm to protected or listed species under Applicable Laws.

16.8 Environmental Protection Plan - The Contractor shall prepare a comprehensive, overall and site-specific Environmental Protection Plan as described in the Functional Requirements, and the Contractor shall comply with and cause everyone engaged by or through the Contractor to comply with, the Environmental Protection Plan.

GC17 HISTORICAL REMAINS

17.1 Ownership - All remains or things of geological or archaeological interest or value discovered on the Site shall, as between the Owner and the Contractor, be deemed to be the property of the Owner.



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17.2 Inform - The Contractor shall immediately inform the Owner of any discovery under GC17.1.

17.3 Preservation - The Contractor shall take any action directed by the Owner to protect, preserve or dispose of the remains or things referred to in GC17.1 and shall take all reasonable precautions to prevent the damage or unauthorized removal of them by its employees or any other persons.

17.4 Work Change - Where the Owner directs the Contractor to take any action under GC17.3, the Contractor, within 14 days of complying with the direction, may request a Work Change under GC39.

GC18 SIGNAGE

18.1 Prior Consent - The Contractor shall not erect any sign or advertising on the Site without the prior written consent of the Owner.

GC19 SECURITY OF THE WORK

19.1 Protection - Until Final Completion or the Owner advises otherwise in writing, the Contractor shall ensure the protection and security of the Work, and the Plant, Equipment and Materials, equipment and materials comprising or intended to comprise such Work or used or intended to be used in the performance of the Work, wherever the same may be situated.

19.2 Liability - The Contractor shall be responsible for and indemnify the Owner against all loss or damage occurring to the property described in GC19.1 and shall effect repairs or replace any property as necessary in order that the Work shall be in good order and condition and in accordance with the Contract on its completion.

19.3 Coordination of Security - Where there are others, in addition to the Contractor, on the Site, the Contractor shall, prior to Final Completion, coordinate the activities to provide the protection and security required in GC19.1. After Final Completion, where the Contractor has a presence on the Site, the Owner shall give directions to coordinate activities to provide the protection and security required in GC19.1 and the Contractor shall comply with those directions.

GC20 SAFETY

20.1 WCB Requirement - Within 14 days of the award of the Contract and, in any event, before commencing the Work on the Site and at any time on request of the Owner, the Contractor shall deliver to the Owner a statement from the Workers’ Compensation Board that:

(a) the Contractor is registered and in good standing; and

(b) all persons performing the Work who are not covered by the Workers Compensation Act are covered under personal optional protection coverage available through the Workers’ Compensation Board.



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20.2 Responsibility - The Contractor shall be responsible for the safe performance of all the Work and the safety of all persons engaged in the Work and shall comply with all applicable safety provisions of the Workers Compensation Act and safety regulations issued by the Owner for the Site. For the purpose of this GC20.2 , the term “safety regulations” includes the Power System Safety Protection (“PSSP”) Operating Orders and the Work Protection Practices Lockout Procedures (“WPP Lockout Procedures”) referred to in GC20.12 as may be applicable to the Site.

20.3 Protection - The Contractor shall take all reasonable steps to ensure that no person is injured, that no property is damaged or lost and that no rights are infringed due to the performance of the Work.

20.4 Notice of Claims - As soon as possible, the Contractor shall notify the Owner in writing about any circumstances described in GC20.3 and about any claims made in respect of them, and on settling any claim, the Contractor shall obtain a release jointly in favour of both the Contractor and the Owner.

20.5 Safety Officers - Before commencing the Work on the Site, the Contractor shall:

(a) appoint safety officers, who have demonstrated the requisite degree of training and competency to act in that capacity in the particular circumstances of the Contract, to be responsible for the identification and control of potential safety hazards on the Site; and

(b) notify the Owner in writing of the names of the safety officers and their staff.

20.6 Amendment of Program - The Contractor shall amend or vary its occupational health and safety program from time to time as may be necessary to ensure continued compliance with all Applicable Laws.

20.7 Compliance - The Contractor shall perform the Work on the Site in accordance with its occupational health and safety program and in accordance with its Work Procedures defined and referred to in GC20.13. In addition, the Contractor shall ensure that the persons engaged in the Work comply, during the performance of the Work, with the Work Procedures defined and referred to in GC20.13, and that every person referred to in GC20.12(b) follows either or both the PSSP Procedures or the WPP Lockout Procedures referred to in GC20.12. The Owner may make periodic inspections to ensure compliance with the procedures during the performance of the Work.

20.8 Meetings – The Contractor shall ensure that the Contractor’s authorized Site representative and the Contractor’s safety officer regularly attend any Site meetings of its joint safety committee, if one is required to be established under the regulations of the Workers Compensation Act.

20.9 Prime Contractor under Workers Compensation Act -

(a) The Contractor and the Owner, the latter as owner of the Site which during the Contract may be a multiple employer workplace (as the terms “owner”



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and “multiple employer workplace” are each defined in the Workers Compensation Act), agree that the Contractor is, for the purposes of Part 3 of the Workers Compensation Act, the prime contractor (as that term is defined in the Workers Compensation Act); and

(b) From time to time, workers of another employer, including the Owner, may perform work at the Site. In such event, the Contractor shall ascertain as soon as possible whether there may be another prime contractor for the workplace. If so, the Contractor shall cease performance of the Work and participate in a tailboard meeting with all other employers at the workplace. Work shall not recommence until all employers with workers at the Site have agreed as to which of the employers previously designated as prime contractor for the workplace is to be the prime contractor for the Site, such agreement to be evidenced by the completion and posting at the Site of the "MULTIPLE PRIME CONTRACTOR ASSIGNED - Field Retention & Relinquishment Form" in the form shown in a form substantially as set out in Schedule GC-H – MULTIPLE PRIME CONTRACTOR ASSIGNED - Field Retention & Relinquishment Form.

20.10 Notice under the Workers Compensation Act - The Contractor shall provide the Owner with a copy of any notice respecting the Work or Contract, including any construction project, which the Contractor gives to the Workers’ Compensation Board under the regulations of the Workers Compensation Act.

20.11 First Aid - The Contractor shall provide, operate and maintain first aid and medical facilities on the Site in accordance with all Applicable Laws, and shall make these facilities available to all persons on, and all authorized visitors to, the Site.

20.12 PSSP Operating Order Procedures - Before commencement of any Work within the boundaries of the power system or on the Site:

(a) the Owner shall provide the Contractor with either or both the PSSP Operating Orders and the training materials for WPP Lockout Procedures, as applicable to the Work;

(b) the Contractor shall train in either or both, as applicable to the Site, PSSP procedures according to the level of knowledge set out in the PSSP Operating Orders and WPP Lockout Procedures to the category in the Owner’s WPP Lockout Procedures required to perform the Work, any persons in its employ, in the employ of its Subcontractors or acting for it or on its behalf who in the former case come within the boundaries of the power system for any reason relating to or arising out of the Work, and, if appropriate in the latter case, who will be performing any part of the Work on the Site; and

(c) the Owner may test the persons referred to in GC20.12(b) on the PSSP procedures before they come within the boundaries of the power system and



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on the WPP Lockout Procedures before they commence any part of the Work on the Site.

20.13 Site Specific Work Procedures - Before commencing the Work on the Site the Contractor shall establish and submit to the Owner written work procedures (“Work Procedures”), established by a person knowledgeable in safety regulations and work procedures, which:

(a) address all site specific safety hazards and work procedures necessary for the Site and the performance of the Work; and

(b) comply with all applicable safety practices, and safety provisions of the Workers Compensation Act, including but not limited to:

(i) the Owner’s Safety Practice Regulations as designated by the Owner;

(ii) the Owner’s Work Protection Practices Manual as designated by the Owner;

(iii) Workers’ Compensation Board Industrial Health and Safety Regulation; and

(iv) Workers’ Compensation Board Occupational Health and Safety Regulation.

20.14 Compliance With Work Procedures - Submission of the Work Procedures to the Owner shall not relieve the Contractor of any of its duties and responsibilities under the Contract or at law.

20.15 Explosives - If the use of explosives is permitted under the Contract, the Contractor shall obey all safety requirements for the use of explosives which are required by Applicable Laws or specified by the Owner and shall give the Owner at least 7 days notice of any blasting operations.

20.16 Responsibility - Notwithstanding anything in GC20, the Contractor shall:

(a) be responsible for ensuring that every person referred to in GC20.12(b) is properly trained in safety procedures when coming within the boundaries of the power system; and

(b) indemnify the Owner against any losses or damages arising from any bodily injury to or death of any of those persons as a result of the failure of those persons to comply with those procedures or the Contractor’s failure to provide the proper training in them.

20.17 Contractor Incident Reporting - The Contractor, in the event of any injury to a worker in the course of the performance of the Work, shall immediately provide a safety incident report through the Owner’s web-based contractor incident reporting facility. If the Contractor is without internet access, the Contractor shall instead



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immediately obtain the required report form from the Owner and immediately after obtaining it complete and return the completed report to the Owner Corporate Safety (telephone 604 699-7418).

GC21 FIRE PROTECTION

21.1 Precautions - The Contractor shall take every precaution to prevent unintentional fire from occurring on or about the Site.

21.2 Control - The Contractor shall comply with any instructions of the Owner to prevent fires and shall keep any slash burns and other intentional fires under control at all times.

21.3 Fire Fighting Equipment - The Contractor shall provide suitable and adequate fire fighting equipment and personnel for ready use on the Site.

21.4 Maintenance - Until Final Completion or the Owner advises otherwise in writing, the Contractor shall maintain, in efficient condition on the Site, all necessary fire fighting equipment and any additional fire fighting equipment required by the Owner or by the British Columbia Ministry of Forests.

21.5 Duty to Fight Fire - The Contractor shall fight diligently any uncontrolled fire which occurs on the Site, regardless of the cause or origin.

GC22 PROGRESS OF THE WORK

22.1 Preliminary Project Schedule - Within 5 days after award of the Contract, the Contractor shall submit to the Owner the critical path schedule referred to in the Functional Requirements detailing the Contractor’s proposed method and timing for performing all parts of the Work (the “Preliminary Project Schedule”). The Preliminary Project Schedule shall:

(a) comply with the requirements of the Functional Requirements

(b) be prepared in consultation with the Owner;

(c) adhere to the form of Project Schedule attached as GC-O – Form of Project Schedule;

(d) clearly include:

(i) the dates for achievement of Substantial Completion and Final Completion;

(ii) all milestone dates;

(iii) any other dates or information required by the Functional Requirements or other Contract Documents;



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(e) clearly include all parts of the Work, including all design and construction activities, relating to all such dates and to any other dates relevant to the Work; and

(f) be submitted in a clear and concise form acceptable to and as required by the Owner.

22.2 Evaluation and Revision of Preliminary Project Schedule - Promptly following the submission of the Preliminary Project Schedule, the Owner and the Contractor shall meet and review the Preliminary Project Schedule. If the Owner decides either during or immediately following such meeting that revisions in either form or content of the Preliminary Project Schedule are required, the Contractor shall, within five days of notification from the Owner of required revisions, revise the Preliminary Project Schedule and resubmit it for review by the Owner. This process is to be repeated until the Preliminary Project Schedule has been reviewed by the Owner and the Contractor is entitled to proceed under the Functional Requirements.

22.3 Acceptance of and Adherence to Project Schedule - Once the Preliminary Project Schedule has been reviewed by the Owner, it will be designated as the baseline schedule for the Work (the “Project Schedule”). The Contractor shall adhere to the Project Schedule, subject to any amendments mutually agreed to, but this GC22.3 is subject always to the Owner’s rights under GC23.5 to expedite the progress of the Work and the rights of the Contractor and the Owner under GC39. Review of the Project Schedule is not, in the event of any dispute, be to construed or interpreted to be any acceptance or acknowledgement by the Owner of the reasonableness of the time allowed for each activity or of the assumed productivity for any activity, or the reasonableness of any other assumptions as to the Project Schedule, or anything else evident from or incorporated into the Project Schedule.

22.4 Revisions to Project Schedule Throughout Work - Throughout the duration of the Work the Contractor shall update the Project Schedule bi-weekly and deliver it to the Owner. The Contractor shall also update and deliver the Project Schedule to the Owner whenever any significant change occurs which in the opinion of the Owner requires revision of the Project Schedule.

22.5 Commencement of Site Work - The Contractor shall not commence any part of the Work at any Site until the following have been prepared by the Contractor and accepted by the Owner:

(a) Environmental Protection Plans in accordance with the Functional Requirements;

(b) a comprehensive Site-specific safety management plan;

(c) “Issued for Construction” drawings for the part of the Work to be performed at Site as shown on the Project Schedule; and



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(d) other work commencement conditions identified in the Functional Requirements.

22.6 Progress - The Contractor shall submit weekly to the Owner marked up prints of the Project Schedule clearly showing progress to that date and the four week look-ahead schedule as described in the Functional Requirements.

22.7 No Notice - Delivery of any updated Project Schedule or marked up prints of the Project Schedule or any other information regarding progress is to be for information purposes only and is not to constitute compliance with any provisions of the Contract requiring notices to be given to the Owner of any claims for delay, additional compensation or otherwise, and they are not to be construed as an agreement by the Owner to any extensions of time in the Project Schedule.

GC23 PROCEDURES AND PROGRESS

23.1 Proper Performance - The Contractor, on request, shall provide details about its plans and methods of performing the Work. If the Owner considers the rate of progress of the Work to be insufficient to complete the Work by the completion dates, the Contractor shall expedite the progress of the Work.

23.2 Work Method - Unless otherwise specifically provided, the Contractor shall determine the order and method of performing the Work.

23.3 Information - When specifically required by the Contract and at any other time on request of the Owner, the Contractor shall supply the Owner with any information the Owner requires respecting the scheduled sequence and method of performing the Work.

23.4 Authority to Proceed - The Contractor shall not proceed with the Work until the Contractor has satisfied the conditions in the Functional Requirements related to Work activities and obtained the applicable NTP from the Owner.

23.5 Order to Expedite – Where the rate of progress of the Work is insufficient to enable the Work to be completed in the manner and by any milestone and other dates specified under the Contract, the Contractor shall upon written notice from the Owner expedite the progress of the Work by taking all measures necessary in the manner and by any milestone or other dates specified under the Contract.

23.6 Permission to Expedite - The Contractor shall take all the necessary steps to obtain any required permission or authority to enable the Contractor to expedite the progress of the Work in the manner required in GC23.5.

23.7 Earlier Completion - The Owner may, by Work Change, direct the Contractor to complete the Work, or any part of the Work, to be performed on the Site on or before an earlier date than any date specified under the Contract, and the Contractor shall take all reasonable and practical steps necessary to complete the Work on or before the earlier date specified.



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23.8 Use - The Owner may, at any time prior to the Substantial Completion Date, with or without issuing a Substantial Completion Certificate, place into service all or any part of the Work when the Owner considers it capable of being used, provided however that for purposes of GC32.1 and GC32.2 the warranty period for the part of the Work placed into service prior to the Substantial Completion Date shall commence on the date the Owner places it into service.

GC24 EQUIPMENT AND MATERIALS SUPPLIED BY THE OWNER

24.1 Care and Ownership – All Plant, equipment and materials supplied by the Owner to the Contractor under the Contract and all Existing Owner Equipment shall be in the care and custody of the Contractor but shall remain the property of the Owner. The Owner is not obligated to supply any such Plant, equipment or materials except where expressly stated in the Contract Documents that the Owner will supply specific Plant, equipment or materials.

24.2 Inventory - The Contractor shall keep a current inventory, satisfactory to the Owner, with the description and location of all Plant, equipment and materials supplied by the Owner to the Contractor under the Contract and all Existing Owner Equipment.

24.3 Verification - On request, the Contractor shall satisfy the Owner that the Plant, equipment and materials supplied by the Owner under the Contract and all Existing Owner Equipment are in the location and in the condition contemplated under the Contract.

24.4 Use - The Contractor shall not use any Plant, equipment or materials supplied by the Owner under the Contract or any Existing Owner Equipment, except for the purpose for which they were intended under the Contract.

24.5 Liability - The Contractor shall:

(a) be responsible for the proper care, handling and maintenance of all Plant, equipment and materials supplied by the Owner under the Contract and all Existing Owner Equipment; and

(b) indemnify the Owner against any loss or damage to the Plant, equipment and materials supplied by the Owner under the Contract or to Existing Owner Equipment,

unless and to the extent the loss or damage results from and is directly attributable to reasonable wear and tear or a negligent or wrongful act of the Owner, its agents or employees.

GC25 PLANT OF CONTRACTOR

25.1 Removal from Site - The Contractor shall not remove any Plant which it brought onto or produced on the Site until:

(a) the Work is completed; or



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(b) the Owner has given written consent.

25.2 Inventory - The Contractor shall keep a current inventory, satisfactory to the Owner, with the description and location of all Plant which the Contractor brought onto or produced on the Site and shall supply a copy of that inventory to the Owner on request.

25.3 Replacement - On receiving written notice from the Owner, the Contractor shall immediately remove and replace or modify all Plant which, in the opinion of the Owner, is not fit for the purpose for which it is intended or is not in accordance with the Contract in order to make it fit for the purpose for which it is intended or to make it in accordance with the Contract.

GC26 INTELLECTUAL PROPERTY

26.1 General - The Contractor shall not use in the performance of the Contract or incorporate into the Work any concepts, designs, products, equipment, materials or processes which are subject to copyright, patents, trademarks or other intellectual property rights of third parties unless the Contractor has, or will procure through licensing without cost to the Owner, the right to use and employ such concepts, designs, products, equipment, materials and processes for the Work. The Contractor shall indemnify and save harmless the Owner and the Owner’s directors, officers, employees, consultants and agents from all penalties, claims, losses, damages, costs and expenses (including legal expenses on a solicitor and own client basis) which may be incurred on account of any claim that any such concepts, designs, products, equipment, materials and processes infringe any copyright, patents, trademarks or other intellectual property rights of third parties. Without limiting the Contractor’s obligations under this GC26.1, in the event of any such claim of infringement the Contractor shall, at its own expense, immediately:

(a) procure for the Owner the right to continue to perpetually use the infringing Work; or

(b) replace or alter the Work with non-infringing Work of equal or better quality so as to meet or exceed the requirements of the Contract.

26.2 Licence - It is expressly understood and agreed that, in addition to all other rights the Owner and BC Hydro may have, the Owner and BC Hydro shall each also have a royalty free licence without restriction, for or in connection with the Work and for use and operation of the Work (including for future additions or changes to, or relocations of some or all of, the Work), to use, copy, maintain, modify, enhance, and create derivative works of any and all ideas, concepts, products, alternatives, processes, recommendations and suggestions developed by or through the Contractor and revealed to or discovered by the Owner in connection with the Work and the Contract, including without limitation any and all those which may be connected in any way to the performance of this Contract.



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GC27 CONFIDENTIALITY

27.1 Disclosure - The Contractor shall keep confidential all information respecting technical, commercial and legal issues relating to or arising out of the Work or the performance of the Contract and shall not, without the prior written consent of the Owner, disclose any such information, except in strict confidence, to its professional advisors. The foregoing shall not apply to information that is (a) publicly available without breach of this Contract; (b) already known to or in the possession of the Contractor prior to receipt of such information from the Owner as evidenced by written records; (c) received from a third party having the right to disclose such information without restriction; (d) independently developed by the Contractor without access to, or use of such information as evidenced by written records; or (e) required to be disclosed by law or by the order of any judicial, administrative, or similar body with enforcement powers provided however that the Contractor will promptly notify the Owner of this requirement in writing and will co-operate reasonably with the Owner, at the Owner’s expense, in challenging the disclosure.

27.2 Prior Approval - The Contractor shall not publish any statement, paper, photograph or document or hold any ceremony with respect to the Contract or the Work performed under the Contract without the prior written approval of the Owner.

GC28 MAINTENANCE OF RECORDS

28.1 Record keeping - For at least one year after the Final Completion Certificate is issued, the Contractor shall keep all records, accounts, statements and other documents relating to the performance of the Work and shall permit representatives of the Owner to inspect, make copies of, and audit such records, accounts, statements and other documents, at all reasonable times.

GC29 QUALITY

29.1 Work - The Contractor shall ensure that the quality of design, workmanship, equipment and materials in the Work is in accordance with the Contract. Unless otherwise expressly specified elsewhere in the Contract Documents, the Contractor shall provide and pay for everything necessary for the proper performance of the Work in accordance with the Contract Documents, including without limitation all design, labour, supervision, tools, Plant, machinery, Equipment and Materials, water, heat, light, power, transportation and other facilities and services.

29.2 Equipment and Materials - The Contractor shall ensure that all Equipment and Materials incorporated into the Work are new and of the most suitable quality.

29.3 Preservation - The Contractor shall store and maintain all Equipment and Materials to be incorporated into the Work in a manner which will preserve their quality and fitness for the Work and which will permit prompt inspection of them by the Owner at all times.



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29.4 QA/QC Plan - The Contractor shall, in accordance with the Functional Requirements, and in a form and with content acceptable to the Owner, develop, implement and be solely responsible for establishing an effective QA/QC Plan covering all aspects of the Work, including all aspects of project management, engineering, design, equipment manufacture and supply, procurement, installation, construction, testing, commissioning and performance testing, and suitable for requiring, demonstrating and verifying compliance with all requirements of the Contract, including Applicable Laws and applicable Permits, Licences and Approvals, and the Contractor shall carry out the Work in compliance with the QA/QC Plan.

GC30 INSPECTION AND TESTING

30.1 Testing by Contractor - The Contractor shall perform all inspection, testing, commissioning and any and all other tests required by the Functional Requirements, and any and all other tests reasonably required by the Owner or by Prudent Utility Practice, to demonstrate to the satisfaction of the Owner that the Work meets all requirements of the Contract.

30.2 Right to Inspect - The Owner may inspect the Work performed under the Contract at any time.

30.3 Notice - The Contractor shall give the Owner sufficient notice, but in any event not less than 14 days’ notice, of approaching key stages of the Work to enable the Owner to arrange for review of the Contractor’s proposed tests, to attend such tests and, if required by the Owner, for the Owner to carry out its own independent inspection.

30.4 Exposure of Work - Where required by the Owner, the Contractor shall open up, clean up and expose any part of the Work for inspection.

30.5 Failure to Notify - Where the Contractor fails to give the Owner sufficient notice under GC30.3 in respect of a particular matter, or if after opening up, cleaning up and exposing any part of the Work it is discovered that a part of the Work was not performed in accordance with or does not conform to the requirements of the Contract, the Contractor is not entitled to an adjustment of the Contract Price or the Contract Time in respect of that matter.

30.6 Facilities - The Contractor shall make available to the Owner every facility for pre-delivery inspections, including providing any labour, equipment and materials required by the Owner.

30.7 The Owner’s Costs - The salary, travel and accommodation costs of the Owner to carry out any inspection under this GC30, shall be borne by the Owner. If, however, the Owner requires additional inspection, or testing by the Contractor, as a result of having found parts of the Work that fail to conform to the requirements of the Contract, the Contractor shall pay to the Owner the salary, travel and accommodation costs of the Owner’s inspector for any additional inspection the



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Owner may require over and above that which the Owner would otherwise perform under GC30.

30.8 Samples - Where required by the Contract or the Owner, the Contractor shall submit to the Owner:

(a) clearly marked samples and test specimens in the quantity and size as is necessary to allow proper inspection and testing of them; and

(b) manufacturer’s specifications and any other information respecting the Equipment and Materials the Contractor intends to incorporate in the Work.

30.9 Obligations - Whether or not the Owner has:

(a) requested samples of Equipment and Materials;

(b) inspected or tested the Equipment and Materials or any other part of the Work;

(c) otherwise accepted, inspected or tested any Equipment and Materials or any other part of the Work for incorporation into the Work;

(d) accepted any list of Work to be completed or defects and deficiencies in the Work to be rectified; or

(e) issued a Substantial Completion Certificate,

the Contractor shall not be relieved of any of its obligations under the Contract, and the Contractor shall correct all non-conforming Work without any extensions of time under the Project Schedule or additional compensation.

GC31 IMPROPER MATERIALS, WORKMANSHIP AND DESIGN

31.1 Remove and Replace – Until Substantial Completion, the Contractor shall be responsible under this GC31 for:

(a) the removal and replacement or modification of all Work which, in the opinion of the Owner does not conform to the requirements of the Contract in order to make the Work conform to the requirements of the Contract;

(b) the restoration of all Work, and the work of others, which is disturbed or damaged in the course of removal and replacement or modification of the unsatisfactory Work; and



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(c) all risks and costs associated with GC31.1(a) and GC31.1(b) whether performed by the Contractor or by on behalf of the Contractor pursuant to GC31.3.

After Substantial Completion, the Contractor shall be responsible under the warranties in GC32.

31.2 Obligation - On receiving written notice from the Owner, the Contractor shall immediately take all reasonable steps required by the Owner to meet the Contractor’s obligations under GC31.1.

31.3 The Owner Option - The Owner may, where the Contractor does not meet its obligations under GC31.1 within a reasonable time, carry out any activities referred to in GC31.1, and in that event, the Contractor is responsible for all reasonable costs incurred by the Owner to carry out those activities.

GC32 WARRANTIES AND GUARANTEES

32.1 Design - Subject to GC32.3 and in addition to all other warranties and guarantees in the Contract Documents, the Contractor warrants and guarantees to the Owner that the Work is, and will continue to be, free from all defects arising at any time in any part of the Work from faulty design or application of the design that has been provided by the Contractor and that all engineering and design for the Work shall conform to and comply with the requirements of the Contract, including Prudent Utility Practice, for a period of 8 years from the Substantial Completion Date.

32.2 Materials and Workmanship - Subject to GC32.3 and in addition to all other warranties and guarantees in the Contract Documents, the Contractor warrants and guarantees to the Owner that the Work is, and will continue to be, free from all defects arising from faulty construction, manufacture, installation, materials or workmanship in any part of the Work which appear within 36 months from the Substantial Completion Date.

32.3 Remedial Action - On receiving written notice from the Owner, the Contractor shall remedy immediately, and to the satisfaction of the Owner, any and all defects referred to in GC32 and any and all damage to the Work and any and all other work arising from that defect.

32.4 Warranty of Remedial Work - The Contractor warrants and guarantees to the Owner that all remedial Work:

(a) it performs under GC32.3; and

(b) performed by the Owner under GC32.6(a) and GC32.6(d),

is and will be free from all defects to the same extent and for the longer of (i) the remaining warranty period for the Work that was remedied; or (ii) one year after the date the Owner gives written acceptance of the remedial Work performed by the



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Contractor or as provided in GC32.8 if the Owner completes the remedial Work under GC32.6.

32.5 Access - The Owner shall provide the Contractor with access at reasonable times (provided that the provision and continuation of such access shall at all times be subject to the Owner’s requirements with respect to the power system, the Owner’s commercial interests, safety or emergencies) to the location of any defect referred to in GC32 to enable the Contractor to perform the remedial Work but the Contractor shall be responsible for:

(a) exposure of the defect in order to perform the remedial Work;

(b) the restoration of the Work and any other property which is disturbed or damaged in the course of exposing the defect or performing the remedial Work; and

(c) all risks and costs associated with access and with exposing the defect and performing the remedial Work.

32.6 The Owner’s Option - Where:

(a) the Owner has the approval of the Contractor;

(b) the Owner considers the circumstances to be unsafe or an emergency;

(c) due to operating requirements of the power system referred to in the PSSP Operating Orders or the Owner’s commercial interests, there is a limited period of time when the Work is accessible to perform remedial Work and the Contractor is not prepared or able to perform and complete the remedial Work during that period of time; or

(d) any defect is not remedied by the Contractor in a reasonable time,

the Owner may remedy any defect referred to in GC32, any damage to the Work and any other work arising from that defect and carry out the Contractor’s responsibilities under GC32.3 and, in that event, the Contractor is responsible for all costs incurred by the Owner to carry out those activities.

32.7 Right to Inspect - Where the Owner takes action under GC32.6(b) or 32.6(c), the Owner shall give the Contractor written notice of the date of completion of the remedial Work and the Owner shall make the remedial Work accessible to the Contractor for inspection as soon as reasonable and in any event not later than 90 days after the date of completion of the remedial Work.

32.8 Commencement of Warranty of Owner’s Remedial Work - Where, under GC32.7 the Contractor:

(a) fails to inspect the remedial Work within the specified period of time;



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(b) inspects the remedial Work and takes no action; or

(c) inspects the remedial Work and takes remedial action,

the warranty period under GC32.2 commences on:

(d) the end of the 90 day period referred to in GC32.7 if GC32.8(a) applies;

(e) the date of the inspection referred to in GC32.8(b) if GC32.8(b) applies; or

(f) the completion of the remedial action referred to in GC32.8(c) if GC32.8(c) applies.

32.9 Obligations - The obligations of the Contractor under GC32 shall not be affected by any completion or termination of the Contract or suspension or withdrawal of the Work or rejection of the Work under the Contract.

32.10 No Implied Warranties - The warranties and guarantees specified in GC32 are the only warranties and guarantees of the Contractor applicable to the Work after the applicable date for commencement of such warranties and guarantees and no other warranties or guarantees, statutory or otherwise, shall be implied.

GC33 REMEDIAL WORK

33.1 Remedial Work - If the Contractor is obligated to perform any remedial work under the Contract, the Contractor shall perform and provide such remedial work, including such re-design, repairs, modifications, alterations, replacements and other work and services, even though the cost thereof may exceed the difference in value between the Work as provided and Work that meets the requirement of the Contract.

GC34 O&M PERSONNEL

34.1 Cooperation with O&M Personnel Prior to Substantial Completion - The Contractor shall allow the O&M Personnel to be present during the installation, start up and commissioning of any and all parts of the Work, and shall allow and give them reasonable access to all parts of the Work to observe, monitor or audit any and all aspects of installation, start up, commissioning, testing, operation and maintenance prior to Substantial Completion.

GC35 CLEANUP

35.1 Neat and Clean - The Contractor shall keep the Site neat and clean at all times and shall remove all waste materials and rubbish that originates from the Work on a daily basis and dispose of them in a manner acceptable to the Owner. If the Contractor fails to do so, the Owner may at the Contractor’s cost arrange for the removal of such waste materials and rubbish.



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35.2 Removal of Plant and Rubbish - The Contractor shall remove from and about the Site all waste materials, rubbish and Plant and shall leave the Site neat, clean and in a safe condition.

35.3 Safe Working Areas - The Contractor shall maintain at all times and shall leave, on completion of the Work, all borrow pits, spoil areas, access roads and other working areas developed in performing the Work in a safe condition and drained and graded off to the satisfaction of the Owner, and shall complete any site restoration required by Permits, Licences and Approvals, Applicable Laws or the Environmental Management Plan.

35.4 Abandonment - Where the Contractor

(a) abandons any Plant; or

(b) fails to comply with GC35.2 within a reasonable period of time and, in any event, prior to Substantial Completion,

the Owner may dispose of the Plant, at the cost and risk of the Contractor, or permit the Plant to be used and, in that event, the Contractor is deemed to have given to the Owner all right and title to any and all of the Plant.

GC36 SUSPENSION OF WORK

36.1 Suspension – The Owner may at any time and from time to time with or without cause by notice to the Contractor direct the Contractor to suspend any or all of the Work and the Contractor shall immediately suspend the Work in accordance with the direction.

36.2 Preservation of Work - During the period of suspension, the Contractor shall protect, preserve and maintain the Work in a manner satisfactory to the Owner and shall not remove any part of the Work or the Plant or Equipment and Materials from the Site without the prior written approval of the Owner.

36.3 Resumption of Work - The Owner may by notice to the Contractor direct the Contractor to resume the suspended Work and the Contractor shall immediately resume the Work in accordance with the direction.

36.4 Delay and Compensation – If the suspension of the Work is not a result of any act or omission of the Contractor or any breach by the Contractor of its obligations under the Contract:

(a) the Contractor may seek an extension of the Contract Time under GC40;

(b) the Owner will pay the Contractor compensation for the suspension of the Work on such basis as the parties may agree or, failing agreement, the amount that will allow the Contractor to pay its direct costs for:



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(i) keeping its Personnel, Subcontractors and Plant on standby to the extent, if any, stated in the direction referred to in GC36.1; and

(ii) the mobilization and demobilization of the Contractor’s personnel, Subcontractors and Plant on Site; and

(c) the Contractor is not entitled to an extension of the Contract Time or additional compensation unless the Contractor complies with the provisions of GC40, including in respect of notice, information, documentation and mitigation.

36.5 Termination – If the suspension of the Work is not a result of any act or omission of the Contractor or any breach by the Contractor of its obligations under the Contract and continues for 180 days or more, the Contractor may give a written notice to the Owner requiring the Owner to give a direction to the Contractor under GC36.3 to resume execution of the Work and if the Owner fails to give a direction to the Contractor under GC36.3 within 30 days of receiving such notice, the Contractor may terminate the Contract by giving 7 days notice to the Owner. Upon such termination, the Owner, without prejudice to any other rights or remedies of the Owner, shall pay the Contractor the amount the Contractor would be entitled to under GC42.6(b) for a termination under that provision, and the Contractor is not entitled to make any other claim.

GC37 SUBSTANTIAL COMPLETION

37.1 Application and Conditions - Upon the Contractor completing all requirements for Substantial Completion, other than the requirements of this GC37, the Contractor shall apply to the Owner for the Substantial Completion Certificate and shall provide the following:

(a) a statement:

(i) declaring the Work has been performed in accordance with the Contract and that Substantial Completion has been achieved, other than the requirements of this GC37;

(ii) giving particulars of defects and deficiencies in the Work, including any Work remaining to be completed, and a schedule for the prompt completion of such Work or rectification of such defects or deficiencies;

(iii) declaring that the Contractor has performed all inspections, tests and commissioning required by the Contract Documents for Substantial Completion; and

(iv) declaring that so far as the Contractor is aware no claims exist, or alternatively giving particulars of any claims, respecting personal injury or death or property loss or damage relating to or arising out of the Work or performing the Contract, and any alleged infringement by



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the Contractor of a patent or any other property right in performing the Contract;

(b) if the Contractor is entitled to any payments relating to achievement of Substantial Completion, a copy of the applicable invoice which may be in draft form until submitted under the Terms of Payment;

(c) a duly executed release and waiver of claims substantially in the form attached as Schedule GC-J-1 – Form of Release and General Waiver of Claims by Contractor, modified as necessary to be applicable at the time of Substantial Completion; and

(d) a duly executed release and waiver of claims substantially in the form attached as Schedule GC-J-2 – Form of Release and General Waiver of Claims by Subcontractor, modified as necessary to be applicable at the time of Substantial Completion, for each Subcontractor whose subcontract exceeds $250,000.

37.2 Issue of Certificate - Within 21 days of receiving the documents and information referred to in GC37.1 and on being satisfied with them, the Owner shall issue a certificate (the “Substantial Completion Certificate”), in a form the Owner considers appropriate, stating that Substantial Completion has been achieved and specifying the Substantial Completion Date. If the Owner is not satisfied, the Owner will reject the application for the Substantial Completion Certificate and provide the Contractor with the reasons for the rejection. The Contractor will revise its application and re-submit the application, or the relevant parts of the application, until the Owner issues the Substantial Completion Certificate.

37.3 Deficiency List - At the time Substantial Completion Certificate is issued, the Owner will establish a list of all known items of incomplete Work, defects and deficiencies as at that date and, after consulting with the Contractor, a schedule for completion of such items. The Owner may retain from any payments due to the Contractor 200% of the cost estimated by the Owner to complete the Work and rectify such defects or deficiencies until the Contractor has completed all items on such list. The Contractor shall remain responsible for identifying and rectifying all defects and deficiencies, whether or not contained on such list. The Contractor shall rectify all defects and deficiencies promptly in accordance with the schedule for completion and if the Contractor fails to do so, the Owner may rectify the defects and deficiencies and the Contractor shall be responsible for all costs incurred by the Owner.

37.4 Delay in Substantial Completion - If the Owner determines that there is a reasonable likelihood that the Contractor will not achieve Substantial Completion on or before the Substantial Completion Date specified in the Agreement, as such time is adjusted under this Contract, the Owner may, in addition to all other remedies under the Contract, direct the Contractor at the Contractor’s sole cost to take any and all necessary actions, including adding additional resources and working extended hours, to recover the schedule and ensure Substantial Completion will be



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achieved by the dated schedule to achieve Substantial Completion in the Project Schedule, and the Contractor shall promptly comply with any and all such requirements. This direction shall be without prejudice to the Contractor’s rights to an extension of the Contract Time under GC40.

37.5 Owner’s Option - If the Contractor fails to achieve Substantial Completion within 30 days after the date scheduled for achieving Substantial Completion in the Project Schedule, the Owner may at its option and at the Contractor’s cost take all necessary steps to satisfy the requirements for Substantial Completion, including completion of any deficiencies, completion of Site clean-up and Site remedial work, and removing from the Site any and all Contractor’s equipment and other facilities.

GC38 FINAL COMPLETION

38.1 Application and Conditions – Upon the Contractor completing all requirements for Final Completion, other than the requirements of this GC38, the Contractor shall apply to the Owner for the Final Completion Certificate and shall provide the following:

(a) a statement:

(i) declaring the Work has been performed in accordance with the Contract and that Final Completion has been achieved, other than the requirements of this GC38;

(ii) setting out the final value of the payments for Work performed under the Contract;

(iii) declaring that the Contractor has performed all inspections, tests and commissioning required by the Contract Documents for Final Completion;

(iv) declaring that the Contractor has completed:

(A) all Site clean-up and Site remedial work, as required by GC35 and the Functional Requirements; and

(B) demobilization from the Site, including removal of all of the Contractor’s equipment and other facilities;

(v) declaring that so far as the Contractor is aware no claims exist, or alternatively giving particulars of any claims, respecting personal injury or death or property loss or damage relating to or arising out of the Work or performing the Contract, and any alleged infringement by the Contractor of a patent or any other property right in performing the Contract;

(vi) declaring that the Contractor has provided the Owner, in accordance with the Functional Requirements, with all Project record documents



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and all other documentation, materials and items required by the Functional Requirements to be provided prior to Final Completion; and

(vii) declaring that all amounts payable by the Contractor to the Owner under the Contract, if any, have been paid in full or that the amount of the final payment remaining to be paid by the Owner to the Contractor is sufficient to deduct and set off such amounts payable by the Contractor;

(b) if the Contractor is entitled to any payments relating to achievement of Final Completion, a copy of the applicable invoice which may be in draft form until submitted under the Terms of Payment;

(c) a duly executed release and waiver of claims substantially in the form attached as Schedule GC-J-1 Form of Release and General Waiver of Claims by Contractor; and

(d) a duly executed release and waiver of claims substantially in the form attached as Schedule GC-J-2 Form of Release and General Waiver of Claims by Subcontractor by each Subcontractor whose subcontract exceeds $250,000 and by such other Subcontractors as required by the Owner.

38.2 Issue of Final Completion Certificate - Within 21 days of receiving the documents and information referred to in GC38.1 and on being satisfied with them, the Owner shall issue a certificate (the “Final Completion Certificate”), in a form the Owner considers appropriate, stating that Final Completion has been achieved and specifying the Final Completion Date. If the Owner is not satisfied, the Owner will reject the application for the Final Completion Certificate and provide the Contractor with the reasons for the rejection. The Contractor will revise its application and re-submit the application, or the relevant parts of the application, until the Owner issues the Final Completion Certificate.

38.3 Delay in Final Completion - If the Owner determines that there is a reasonable likelihood that the Contractor will not achieve Final Completion on or before the date scheduled in the Project Schedule, the Owner may, in addition to all other remedies under the Contract, direct the Contractor at the Contractor’s sole cost to take any and all necessary actions, including adding additional resources and working extended hours, to recover the Project Schedule and ensure Final Completion will be achieved by the date in the Project Schedule to achieve Final Completion, and the Contractor shall promptly comply with any and all such requirements.

38.4 Owner’s Option - If the Contractor fails to achieve Final Completion on or before the Final Completion Date specified in the Agreement, as such time is adjusted under this Contract, the Owner may at its option and at the Contractor’s cost take all necessary steps to satisfy the requirements for Final Completion, including completion of any deficiencies, completion of Site clean-up and Site remedial work,



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and removing from the Site of any and all Contractor’s trailers, equipment and other facilities.

GC39 WORK CHANGES

39.1 Work Change – The Owner may make Work Changes by Change Order or Change Directive. The Contractor shall not perform a Work Change without a Change Order or a Change Directive. This GC39 shall not limit the Owner’s right under GC45.3 to direct the Contractor to proceed in respect of a matter in dispute, including any matter that may be a Work Change.

39.2 Change Order

(a) When a Work Change is proposed or required, the Owner shall provide a notice describing the proposed Work Change to the Contractor.

(b) Within a reasonable time after such notice (not to exceed 14 days unless otherwise agreed by the Owner), the Contractor shall present to the Owner, in a form acceptable to the Owner, a method of adjustment or an amount of adjustment for the Contract Price, if any, and the adjustment in the time for performance of the Work, if any, for the proposed Work Change, and the manner of payment of any adjustment to the Contract Price.

(c) If the Owner and Contractor agree to the adjustments, if any, in the Contract Price and time for performance of the Work or to the method to be used to determine the adjustments, such agreement shall be effective immediately and shall be recorded in a Change Order, signed by Owner and Contractor. The value of the Work performed as the result of a Change Order shall be included in applications for payment in the manner recorded in the Change Order.

39.3 Change Directive -

(a) If the Owner requires the Contractor to proceed with a Work Change prior to the Owner and the Contractor agreeing upon the adjustment in Contract Price and Contract Time, the Owner shall issue a Change Directive.

(b) Upon receipt of a Change Directive, the Contractor shall proceed promptly with the Work Change. The adjustment in the Contract Price for a Work Change carried out by way of a Change Directive shall be determined on the basis of the direct cost of expenditures and savings to perform the Work attributable to the Work Change. If a Work Change results in a net increase or decrease in the Contract Price, an all-inclusive allowance of 15% for overhead and profit shall be calculated on such direct cost and added to the amount of the increase or decrease to the Contract Price. Any adjustment to the time for performance of the Work shall not exceed the adjustments that would be provided for under GC40.3.



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(c) When both additions and deletions covering related Work or substitutions are involved in a Work Change, the allowance for overhead and profit shall be calculated on the basis of the net increase or decrease, if any, with respect to that Work Change.

(d) Pending determination of the final amount of a Change Directive, the undisputed value of the Work performed as the result of a Change Directive is eligible to be included in adjustments to those payments to which the Work Change most closely relates.

(e) If the Owner and Contractor do not agree on the proposed adjustment in the Contract Price or the method of determining it or the adjustment in the time for performance of the Work, either party may refer the matter for resolution pursuant to GC45.

(f) If at any time after the start of the Work directed by a Change Directive, the Owner and the Contractor reach agreement on the adjustment to the Contract Price and to the time for performance and the manner of payment of any adjustment to the Contract Price, this agreement shall be recorded in a Change Order signed by Owner and Contractor.

39.4 Competitive Tendering – In respect of any Work Change or series of Work Changes for which the Owner and Contractor have not agreed to the adjustment to the Contract Price and that is or are reasonably expected to exceed $100,000, the Owner, acting reasonably, may require the Contactor to obtain competitive quotations or tenders for the work, Plant, Equipment and Materials, services and other work required to implement the Work Change.

39.5 Failure to Give Notice - The Contractor shall not be entitled to any adjustments to the Contract Price or the time for performance of the Work for any Work Change for which the Contractor has not, prior to commencing the performance of a Work Change, obtained from the Owner a Change Order or Change Directive.

GC40 DELAY

40.1 Causes of Delay – The only causes of delay for which the Contractor is entitled to an extension of the Contract Time are:

(a) Owner Delay;

(b) a suspension under GC36;

(c) a Change for which a Change Directive has been issued by the Owner unless the extension of the Contract Time is agreed by the parties or is set out in a Change Order; or

(d) a Force Majeure Event,



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unless and to the extent that the delay or the events entitling the Contractor to an extension of the Contract Time arise from any act or omission of the Contractor or any breach by the Contractor of its obligations under the Contract. The Contractor shall be responsible for all other delays to the Contractor or the Contract Time.

40.2 Mitigation of Delay – The Contractor shall use all reasonable efforts to avoid and mitigate the cause and extent of any delay and extension of the Contract Time and costs for which the Owner may be liable to the Contractor under the Contract as a result of any delay and extension of the Contract Time.

40.3 Extent of Delay – If the Contractor is entitled to an extension of the Contract Time under GC40.1 and 40.5, the extension shall be determined as the length of time that the critical path to Substantial Completion has been delayed, with reference to the latest Project Schedule acceptable to the Owner. The Contractor is not entitled to an extension of time for any delay, or portions of delay that the Contractor could have avoided or mitigated under GC40.2. Where there are concurrent causes for a delay, some of which entitle the Contractor to an extension and some of which do not entitle the Contractor to an extension, the Contract Time will only be extended by the portion of the total delay that the Contractor would not otherwise have incurred.

40.4 Compensation for Delay

(a) Subject to the other provisions of this GC40:

(i) if the cause of delay is Owner Delay, the Contractor shall be entitled to an increase in the Contract Price for the reimbursement of the net increase in the Contractor’s direct expenditures plus an all-inclusive allowance of 15% for overhead and profit on the net increase;

(ii) if cause of delay is a suspension under GC36 and if the suspension of the Work is not a result of any act or omission of the Contractor or any breach by the Contractor of its obligations under the Contract, then the Contractor shall be entitled to an increase in the Contract Price in accordance with GC36.4; and

(iii) if the cause of delay is a Change for which a Change Directive has been issued by the Owner, either the Contractor or the Owner shall be entitled to an adjustment of the Contract Price in accordance with GC39.3,

unless and to the extent that the delay or the events entitling the Contractor to an extension of the Contract Time arise from any act or omission of the Contractor or any breach by the Contractor of its obligations under the Contract.

(b) All compensation to the Contractor for the events of delay referred to in GC 40.4(a) shall be calculated without duplication of any other compensation.



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(c) The Contractor shall not be entitled to any compensation for any events of delay other than those referred to in GC40.4(a).

40.5 Notice of Delay – The Contractor is not entitled to an extension of the Contract Time or an increase in the Contract Price caused by a delay unless:

(a) the Contractor gives notice to the Owner as soon as possible and in any event not later than 7 days after the commencement of the cause and effects of the delay and includes with that notice details, to the extent reasonably available at that time, of the cause of the delay, the effect on the portions of the Work affected by the delay and on the Contract Time and Contract Price, the steps the Contractor intends to take to mitigate the effect of the delay, any other information and documentation required by any other provision of this Contract relating to the event or circumstance causing the delay and all other information and documentation reasonably required by the Owner;

(b) the Contractor gives notice to the Owner within 21 days after the cessation of the cause of delay and includes with that notice:

(i) a written claim for extension of time specifying the number of days claimed;

(ii) details of the cause of the delay, the effect on the portions of the Work affected by the delay and on the Contract Time and Contract Price, the steps the Contractor took to mitigate the effect of the delay, and any other concurrent events of delay;

(iii) any other information and documentation required by any other provision of this Contract relating to the event or circumstance causing the delay; and

(iv) all other information and documentation reasonably required by the Owner;

(c) for any delay where the cause of delay continues for more than 30 days, the Contractor gives notice to the Owner every 30 days after the commencement of the cause of delay with the information set out in GC40.5(b), to the extent available at the time of such notice; and

(d) the Contractor submits such documentation and information to the Owner as may reasonably required by the Owner in respect of the delay responds as soon as possible and in any event not later than 3 days, to any request from the Owner for additional information regarding a delay and consequences of delay, and the request from the Owner with all other information reasonably required by the Owner.

40.6 Determination of Extension and Additional Cost - The Owner shall, within a reasonable period of time of receiving a notice under GC40.5(b), give the Contractor:



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(a) notice of the extension of the Contract Time and, if applicable, the adjustment to the Contract Price which is accepted by the Owner; or

(b) if the Owner does not accept the extension of the Contract Time and, if applicable, the adjustment to the Contract Price requested by the Contract, the Owner shall give written notice of that decision.

GC41 FORCE MAJEURE

41.1 Definitions

(a) “Affected Party” means the party seeking relief under this GC41 from a Force Majeure Event; and

(b) “Force Majeure Event” means any event or circumstance, or combination of events and circumstances, including acts of God, acts of civil or military authority, fires, floods, epidemics, quarantine restrictions, war or riot, which occurs and:

(i) could not have been reasonably foreseen by the Affected Party;

(ii) is beyond the reasonable control of the Affected Party;

(iii) causes delay in, or prevention of, the performance by the Affected Party of any of its obligations under this Contract;

(iv) could not or cannot be prevented, overcome or remedied by the exercise by the affected party of reasonable care and proper precautions or the consideration of reasonable alternatives with the intention of avoiding the effects of the relevant event or circumstance or the expenditure of a reasonable sum of money; and

(v) is not one of the excluded events in GC41.2.

41.2 Excluded Events – The following events and circumstances do not constitute Force Majeure Events:

(a) economic hardship, or for lack of money, credit or markets;

(b) any event or circumstance that is the result of a breach of this Contract by the Affected Party;

(c) any event or circumstance that is the result of a breach of Applicable Law by the Affected Party;

(d) equipment failure (whether of construction equipment or part of the Work);



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(e) changes in the condition, availability, cost or market price (or any combination of the foregoing) of any good, product, metal, consumable or service used or consumed by a Party in connection with the Work under the Contract;

(f) inability to engage or retain personnel, labour or Subcontractors for the execution of the Work;

(g) labour disruption or labour dispute of employees of the Contractor or Subcontractors;

(h) delays resulting from adverse weather and other environmental conditions which, based on all available historical records, have been experienced at the relevant portions of the Site during the last 15 years and, for rainfall, have intensities less than the 10 year rainfall intensity taken from the Intensity Duration Frequency curves produced by Environment Canada, Atmospheric Environment Services, provided however that any adverse weather and other environmental conditions that have a return period of more than 1 in 50 years may but do not necessarily constitute a Force Majeure Event;

(i) unsuitable or unanticipated surface, subsurface, ground or groundwater conditions which were known, reasonably anticipated or through the exercise of due diligence and reasonable investigation could have been discovered and avoided;

(j) submission by the Contractor of Submittals for review by the Owner at a time later than that indicated in the schedule for Submittals established pursuant to the Functional Requirements, or at a time that is not within the time limits specified for such Submittals in the Contract, unless such late submission is itself caused by a Force Majeure Event;

(k) late issue of drawings or late delivery for whatever reason of equipment, materials, supplies, tool, or other items; and

(l) late performance by the Contractor’s own personnel or due to the Contractor’s failure to engage qualified Subcontractors or to hire an adequate number of personnel or labour, or to work extended hours, unless such late performance is itself caused by a Force Majeure Event.

41.3 Notice and Effect of Force Majeure - If an Affected Party:

(a) is prevented from or delayed in performing an obligation, other than a payment obligation, by an Force Majeure Event;

(b) gives notice in accordance with GC40.5 and includes with such notice full particulars of:

(i) the Force Majeure Event;



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(ii) the effect of the Force Majeure Event on performance of the Affected Party’s obligations;

(iii) the anticipated period of delay; and

(iv) the action (if any) the Affected Party intends to take to mitigate or remove the effect and delay; and

(c) promptly and diligently acts to mitigate or remove the Force Majeure Event and its effect; and

(d) continues to perform all unaffected obligations,

then the obligation is suspended during, but for no longer than, the period the Force Majeure Event continues and such further period as is reasonable in the circumstances and the Contractor may seek an extension of the Contract Time under GC40.

41.4 Costs of Force Majeure – Each party shall bear its own costs in relation to a Force Majeure Event, including in relation to any suspension of any obligation or any delay in the performance of the Work or the Contract Time.

41.5 Other Rights – Nothing in this GC41 limits the other rights of the Owner under this Contract, including:

(a) to suspend the Work in accordance with GC36; or

(b) to require a Change pursuant to a Change Order or Change Directive.

41.6 Termination –

(a) If a Force Majeure Event causes an extension of the Contract Time by 180 days or more, then either party may by notice to the other party terminate the Contract. The notice of termination shall be given during the continuation of the Force Majeure Event or within 60 days after cessation of the Force Majeure Event.

(b) Upon such termination, the Owner, without prejudice to any other rights or remedies of the Owner, shall pay the Contractor the portion of the Contract Price due to the Contractor for the Work under the Contract performed in the relevant period up to the date of termination and reasonable demobilization costs, and the Contractor is not entitled to make any other claim.

GC42 TERMINATION BY THE OWNER

42.1 Notice of Default - If the Contractor:

(a) is in breach of or default under the Contract; or



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(b) has breached a representation or warranty which it has given to the Owner under GC5,

then the Owner may give the Contractor a notice:

(c) specifying the alleged breach of or default under the Contract;

(d) specifying the time and date by which the Contractor must rectify the breach or default (or overcome their effects) which, subject to GC42.5, must be not less than 7 days; and

(e) requiring the Contractor to show cause in writing why the Owner should not exercise its rights under GC42.4.

42.2 Rectification - If the Owner gives the Contractor a notice referred to in GC42.1, the Contractor must:

(a) comply with the notice; and

(b) give the Owner a program to rectify the relevant default or remedy the breach (or overcome their effects) in accordance with the terms of the Owner’s notice.

42.3 Owner Actions - If the Contractor fails to rectify a default or remedy a breach (or overcome their effects) in accordance with the terms of a notice referred to in GC42.1 or if urgent action is necessary for safety or operational related reasons:

(a) the Owner may take any action it considers appropriate to:

(i) rectify that default;

(ii) remedy that breach; or

(iii) take that urgent action; and

(b) the Contractor must reimburse the Owner against costs the Owner incurs in respect of that default or breach (including the cost of any action taken under GC42.3(a)).

42.4 Termination for Default - The Owner may terminate the Contract, with immediate effect, by written notice to the Contractor after it has previously given the Contractor a notice under 42.1 and the Contractor has not complied with that notice.

42.5 Termination for Insolvency - The Owner may terminate the Contract, with immediate effect, by written notice to the Contractor if the Contractor becomes Insolvent.

42.6 Termination for Convenience -

(a) Despite any other provision of the Contract:



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(i) the Owner may at its sole discretion and for any reason terminate the Contract immediately upon giving written notice to the Contractor or at a future date specified in the notice; and

(ii) the Contractor must cease the execution of the Work under the Contract immediately upon receiving that notice or upon any later date specified in that notice.

(b) If the Contract is terminated pursuant to GC42.6(a), the Owner (without prejudice to any other rights or remedies it has) must pay the Contractor:

(i) for the Work under the Contract executed in accordance with the Contract in the relevant period up to the date of termination;

(ii) for the direct costs incurred by the Contractor in connection with the demobilisation; and

(iii) for any reasonable amount which the Contractor has paid or is legally liable to pay to a Subcontractor concerning the Work under the Contract where that liability for early termination of the subcontract was properly and reasonably incurred at a time when the Contractor reasonably expected to execute the Work under the Contract in its entirety, provided the Contractor gave timely notice of the termination of the subcontract to the Subcontractor and took all reasonable steps to minimise such costs; and

(iv) for a termination made within the first 6 months after the Contract Date, the amount of $1,000,000, provided that no such amount is payable for any termination made after that that time,

and the Contractor is not entitled to any other payment from or claim against the Owner arising out of or in connection with the Owner’s termination of the Contract under GC42.6(a).

42.7 Termination of Contract. If the Owner terminates the Contract pursuant to GC42.4 or GC42.5 then:

(a) the Owner may engage and pay other persons to perform the Work under the Contract. Such other persons may enter the Site and use all Plant, Equipment and Materials, Existing Owner Equipment and Small Tools necessary to perform the Work under the Contract, and the Contractor must provide to such other persons full and free access to the Site, Equipment and Materials, Existing Owner Equipment and Small Tools for that purpose;

(b) as and when required by the Owner by notice to the Contractor (and not before), the Contractor must remove from the Site any Plant, Equipment and Materials, Small Tools and other property of the Contractor within 1 month of receiving such notice. If the Contractor fails to do so, the Owner may remove or dispose (or both) of any such Plant, Equipment and Materials, Small Tools



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or other property as it sees fit. The Owner may credit to the Contractor’s account, (or to the Owner’s account), an amount equal to the proceeds from any sale (less any disposal costs incurred by the Owner);

(c) the Contractor must, if so required by the Owner within 14 days after the date of termination, assign or novate to the Owner without payment the benefit of any agreements for the maintenance, manufacture or supply (including supply by way of lease, hire purchase, or other right to use arrangement) of Plant or Equipment and Materials and the performance of any part of the Work under the Contract; and

(d) the Contractor must deliver to the Owner within 14 days after the date of termination:

(i) all Material provided by the Owner to the Contractor for the purposes of the Contract;

(ii) all Material which is: (a) prepared, or required to be prepared, by or on behalf of the Contractor under the Contract or (b) delivered, or required to be delivered, by or on behalf of the Contractor to the Owner under the Contract; and

(iii) anything recording, containing, setting out, or making reference to the Work under the Contract or the Project,

provided that “Material” includes documentation, equipment, models, software, goods, information, design concepts, audio, video, printed matter and data stored by any means.

42.8 If the Owner terminates the Contract pursuant to GC42.4 or GC42.5, the Owner may, without limiting any other rights it may have to pay suppliers and manufacturers:

(a) pay any manufacturer or supplier for any Plant and Equipment and Materials delivered or work performed for the purpose of the Contract (whether before or after the date of termination) which has not already been paid for by the Contractor; and

(b) deduct amounts equal to any such payments from any moneys due to the Contractor from time to time.

42.9 Recovery of loss - If the Owner terminates the Contract pursuant to GC42.4 or GC42.5, or if the Contractor repudiates the Contract and the Owner otherwise terminates the Contract, then the Owner will:

(a) not be obliged to make any further payments to the Contractor; and

(b) be entitled to recover from the Contractor any costs or liability sustained, incurred or suffered by it as a result of, or arising out of, or in any way in connection with, such termination.



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GC43 TERMINATION BY CONTRACTOR

43.1 Breach of Contract - Where the Owner fails to pay the Contractor in accordance with the terms of the Contract and the Owner fails to cure such breach within 30 days of receipt of written notice of such breach from the Contractor, the Contractor may give the Owner 15 days’ written notice that the Contractor intends to terminate this Contract. If the Owner does not cure such breach within such 15 days the Contractor may at any time after that 15 days while the Owner is still in breach give a written notice of termination having immediate effect.

GC44 NOTIFICATION OF CLAIMS AND DUTY TO MITIGATE

44.1 Notices of claims - Except for claims:

(a) relating to an extension of the Contract Time or Contract Price arising from delay, which claims shall be made in accordance with GC40 and any other applicable provisions referred to in GC40; and

(b) for Work Changes, which claims shall be made in accordance with GC39,

the Contractor must give the Owner notices required by GC44.2 if it wishes to make a claim against the Owner in respect of any direction by the Owner or any other fact, matter or thing (including a breach of the Contract by the Owner) under, arising out of, or in any way connected with, the Work under the Contract or the Contract, including anything in respect of which:

(c) it is otherwise given an express entitlement under the Contract; or

(d) the Contract expressly provides that:

(i) the Contractor is entitled to additional costs or that specified costs are to be added to the Contract Price; or

(ii) the Contract Price will be otherwise increased or adjusted.

44.2 Prescribed notices - The notices referred to in GC44.1 are:

(a) a notice within 14 days of the first occurrence of the direction or other fact, matter or thing upon which the claim is based, expressly specifying:

(i) that the Contractor proposes to make a claim; and

(ii) the direction or other fact, matter or thing upon which the claim will be based; and

(b) a written claim within 21 days of giving the notice under GC44.2(a), which must include:



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(i) detailed particulars concerning the direction or other fact, matter or thing upon which the claim is based;

(ii) the basis for the claim, whether based on a term of the Contract or otherwise, and if based on a term of the Contract, clearly identifying the specific term;

(iii) the facts relied upon in support of the claim in sufficient detail to permit verification; and

(iv) details of the amount claimed and how it has been calculated.

44.3 Continuing events - If the direction or fact, matter or thing upon which the claim under GC44.1 is based or the consequences of the direction or fact, matter or thing are continuing, the Contractor must continue to give the information required by GC44.2 every 28 days after the notice under GC44.2 (as the case may be) was required to be given to the Owner, until after the direction or fact, matter or thing upon which the claim is based, has, or the consequences of them have, ceased.

44.4 General Duty to Mitigate – In all cases where the Contractor is entitled to any extension of the Contract Time or to any additional compensation, costs or adjustments of the Contract Price, including in relation to a Work Change, the Contractor will use all reasonable efforts to mitigate the length of the extension of the Contract Time and any additional amounts required to be paid by the Owner to the Contractor. This GC44.4 shall not limit the operation or effect of any other provision of the Contract which requires the Contractor to mitigate the effect on the Contact Time or Contract Price.

44.5 No Claim- If the Contractor fails to comply with GCs 44.1, 44.2 or 44.3:

(a) the Owner will not be liable for all claims by the Contractor; and

(b) the Contractor will be absolutely barred from making all claims against the Owner,

arising out of, or in any way in connection with, the relevant direction or fact, matter or thing (as the case may be) to which GC44.1 or GC44.4 apply.

44.6 Other provisions unaffected - Nothing in this GC44 will limit the operation or effect of any other provision of the Contract which requires the Contractor to give notice to the Owner in order to preserve an entitlement to make a Claim against the Owner.

GC45 DISPUTE RESOLUTION

45.1 Amicable Negotiations - The parties agree that, both during and after the performance of the Work under the Contract, each of them shall:

(a) make bona fide efforts to resolve any disputes arising between them by amicable negotiations; and



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(b) provide frank, candid and timely disclosure of all relevant facts, information and documents to facilitate those negotiations.

45.2 Efficient Process - The parties further agree to make every reasonable effort to conduct the dispute resolution procedure set out in this GC45 as efficiently and cost effectively as possible.

45.3 Continuity of Work - In the event of a dispute, the Contractor shall continue to perform the Work in good faith and in accordance with the Contract while such dispute is being resolved unless and until the Contract is terminated in accordance with its terms. The Contractor shall not have the right to suspend the Work as a result of a dispute. Pending resolution of a dispute, the Owner may by notice in writing direct the Contractor to proceed in respect of the matter in dispute, including any matter that may be a Work Change. Such a notice is without prejudice to the Contractor’s rights and remedies in the event the dispute is resolved in a favour of the Contractor.

45.4 Arbitration - If a dispute cannot be settled within 30 days after notice of a dispute from one party to the other, or such other period agreed to in writing by the parties, the dispute shall be referred to and finally resolved by arbitration administered by the BCICAC, pursuant to its Rules. The arbitration shall be before a single arbitrator. In the absence of any written agreement otherwise, the place of arbitration shall be Vancouver, British Columbia, Canada.

45.5 Consolidation of Disputes - All disputes referred to arbitration under this GC45:

(a) shall, if the parties agree, be held in abeyance until:

(i) the Work has been completed;

(ii) the Contract has been terminated; or

(iii) the Contractor has abandoned the Work,

whichever is the earliest; and

(b) shall be consolidated into a single arbitration, as applicable, under the rules referred to in this GC45.

45.6 Definitions – In this GC45:

(a) “affected parties” means all parties to:

(i) the arbitrations proposed to be consolidated; or

(ii) the consolidated arbitration,

whichever is applicable;



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(b) “arbitration” means an arbitration between parties to:

(i) this Contract; or

(ii) any other contract which contains provisions substantially similar to this Contract; and

(c) “party” is not restricted to mean a party to this Contract.

45.7 Grounds for Consolidation - Where:

(a) a common question of law or fact arises in more than one arbitration; and

(b) the relief claimed in the arbitrations is in respect of or arises out of substantially the same factual situation,

a party to any of the arbitrations may, by giving written notice to all affected parties, require the arbitrations to be consolidated.

45.8 Objection - Where any affected party objects to the consolidation of the arbitrations, the party, within seven days of receipt by it of the notice given under GC45.7, may refer the objection to the BCICAC by giving written notice with reasons to the BCICAC and all affected parties.

45.9 Deemed Agreement - Where no objection is made within the time permitted in GC45.8, each of the affected parties shall be deemed to have agreed to the consolidation of the arbitrations and shall be bound by any award made by the arbitrator in the consolidated arbitration.

45.10 Outstanding Issues - Where the parties to the consolidated arbitration are unable to agree on any of the procedural issues arising out of the consolidation of the arbitrations, including identifying who the arbitrator shall be, any affected party may refer the outstanding issues to the BCICAC by giving written notice to the BCICAC and all affected parties.

45.11 BCICAC - The BCICAC is to:

(a) in a reference under GC45.8, take into account all the circumstances, including any delays, inconvenience or prejudice to all affected parties, and make a decision on the matter as soon as possible; and

(b) in a reference under GC45.10, take into account all the relevant circumstances, and make any necessary decisions as soon as possible to allow the consolidated arbitration to proceed in an expeditious manner.

45.12 Binding Decision - The decisions of the BCICAC in GC45.11 are binding on all affected parties and, where the BCICAC decides under GC45.11 that arbitrations should be consolidated, all affected parties shall be bound by any award made by the arbitrator in the consolidated arbitration.



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GC46 INSURANCE

[*NTD: Insurance provisions to be reviewed]

46.1 Definitions – In this GC46:

(a) "Claim" means any claim, demand, action, cause of action, suit or proceeding, whether for damages, contribution and indemnity or any other relief.

46.2 Construction Wrap-up Liability - Prior to the commencement of the Work on Site, the Ownder shall obtain coverage under a project-specific "wrap-up" liability policy, in an amount of $30 million for each and every occurrence with a deductible not exceeding $100,000. The policy shall contain a standard "non owned" automobile liability extension, an extension for sudden and accidental pollution and an endorsement for forest fire fighting expenses. The policy shall name the Owner as the insured and the Contractor and the Subcontractors, project and construction managers, architects, engineers, and consultants, if any, whilst engaged in the Work shall be named as additional insureds. The policy shall contain a waiver of subrogation in favour of all insureds. The policy shall maintain in force and effect a "Completed Operations Liability" endorsement coverage for a period ending not earlier than 24 months the Substantial Completion Date.

46.3 Course of Construction - Prior to the commencement of the Work on Site, the Owner shall obtain coverage under a "Broad Form Builder's Risk" insurance policy, in an amount equal to the value of the Work, with a deductible not exceeding $100,000. The insurance coverage shall not be less than the insurance required by IBC Form 4042, or its equivalent replacement. The policy shall also insure the Owner’s Plant, equipment and materials which are in the care, custody and control of the Contractor, or Subcontractors. The policy shall provide coverage on an "All Risks" basis, including perils of flood and earthquake, shall name the Contractor and the Subcontractors, if any, including any person employed directly or indirectly by either or both the Contractor and Subcontractors to perform a part or parts of the Work, shall name the Owner as an additional insured and shall contain a waiver of subrogation in favour of the Owner, the Contractor and the Subcontractors, if any. Coverage shall be maintained until the Substantial Completion Date.

46.4 Marine Cargo Insurance – Contractor shall obtain coverage under a “Marine Cargo”/”Cargo” policy covering all insurable risks of loss or damage to equipment, parts and materials that compromise or are intended to compromise the completed Work, or otherwise form part of the Work. Coverage shall attach at the commencement of loading at the manufacturer’s facility and be maintained throughout the course of transport, including while the insured property is in trans-shipment, customs or interim storage, until arrival at and completion of unloading at the Site. The policy shall be in an amount not less than the total replacement cost of the insured property, with a deductible not exceeding $25,000, and the scope of coverage shall be not less than that provided by the Institute Cargo Clauses (A) (“All



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Risks”) or equivalent, and shall specifically include Institute War Clauses (ICC 1/1/82) coverage for war, strikes, riots and civil commotions.

46.5 Aircraft Liability Insurance – Contractor shall obtain liability insurance with respect to owned or non-owned aircraft if used directly or indirectly in the performance of the Work, subject to limits of not less than $1,000,000 per seat inclusive per occurrence for bodily injury, death and damages to property including loss of use thereof and including aircraft passengers hazard where applicable. The policy shall name the Owner as additional insured.

46.6 Automobile Insurance - Prior to the commencement of the Work on Site, the Contractor shall obtain automobile insurance covering liability for bodily injury, death or property damage to third parties arising out of the ownership, use or operation of licensed vehicles which are owned or leased by, for or on behalf of the Contractor, in an amount of $5 million.

46.7 Equipment Insurance - Prior to the commencement of the Work on Site, the Contractor shall obtain broad form equipment insurance covering loss or damage to tools, property and equipment of the Contractor or for which the Contractor is legally liable or responsible, in an amount equal to the full replacement value of the tools, property and equipment (or on such other basis as the Owner may approve). The policy shall include a waiver of the insurer's rights of subrogation against the Owner.

46.8 Professional Liability Insurance - Prior to the commencement of the Work, the Contractor shall obtain a Professional Liability insurance policy, including, when required by the Owner, coverage for Claims arising out of handling, removal or disposal of asbestos or other hazardous materials, in an amount of $5 million per Claim and in the aggregate, with a deductible not exceeding $50,000, to cover damages because of any error, omission or negligent act in professional services, rendered by the Contractor or any Subcontractor, including any design consultant engaged by the Contractor directly or indirectly. The Contractor shall ensure that coverage is maintained for at least 24 months following the Substantial Completion Date, or if the Contract is terminated, for at least 24 months following termination of the Contract. The Contractor shall provide the Owner with a completed Certificate of Insurance promptly following each renewal of the Professional Liability insurance policy.

46.9 Certificate of Insurance - Prior to the commencement of the Work, and at any time upon the request of the Owner, the Contractor shall for each policy of insurance the Contractor is required to obtain under this GC46 give the Owner a completed Certificate of Insurance in the form attached as Schedule GC-G or as otherwise acceptable to the Owner.

46.10 Obligations - The Contractor shall be solely responsible for determining the appropriate type and amount of insurance that the Contractor should have in place from time to time, but shall maintain during the term of the Contract at least the amount and type of insurance the Contractor is required to maintain under this GC46.



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46.11 Additional Insurance - During the term of the Contract, the Owner may, by written notice, require the Contractor to use reasonable commercial efforts:

(a) to obtain additional insurance; or

(b) to alter or amend insurance policies required under GC46,

at the Owner’s cost. Nothing in GC46 shall prevent the Contractor or the Owner from procuring, at its own respective expense, insurance coverage additional to that required by GC46.

46.12 Deductibles - The Contractor shall be responsible for the full amount of all deductibles of all insurance policies required under GC46.

46.13 Terms - All insurance policies required under GC46 shall:

(a) provide that, except for any policy required by GC46.6, that 30 days’ written notice of cancellation of the insurance shall be given to the Owner;

(b) be purchased from insurers licensed to underwrite insurance in British Columbia or Alberta, that satisfy the Owner’s minimum credit ratings, or that are otherwise acceptable to the Owner. The minimum credit ratings acceptable to the Owner are Standard & Poor’s A-, A.M. Best B++, Moody’s A3 or DBRS A (low). If such credit rating agencies publish differing credit ratings for the same company, the lowest rating shall apply for purposes of this clause; and

(c) be considered primary with respect to the Contractor’s operations under the Contract.

The Contractor shall forthwith provide the Owner with notice in writing if any of the insurance coverage required by this GC46 is, for any reason, cancelled or altered.

46.14 Failure to Obtain - Where the Contractor fails to comply with the requirements of GC46, the Owner may take all the necessary steps to effect and maintain the required insurance coverage at the Contractor’s cost and the Contractor shall reimburse the Owner for such costs within 30 days of receipt of demand from the Owner.

46.15 Liability - Where an insurer fails or refuses to pay any Claims under an insurance policy covering the activities of the Contractor or a Subcontractor relating to or arising out of the Work or performing the Contract, the Contractor shall not be released from any liability arising under the Contract.

46.16 Collaboration - With respect to any Claim against any one or more of the insured persons which any one or more insured persons under any insurance required to be put in place by the Contractor, or the Owner, under this GC46 may claim is covered by such insurance, the Contractor shall collaborate and cooperate with the Owner, the Contractor’s and the Owner’s insurers and any and all claims adjusters appointed



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by such insurers in order to mitigate the impact on the Owner’s operations, including the progress of the Work, of the investigations into the facts which led to the Claim.

GC47 PERFORMANCE SECURITY

[*NTD: Prior to execution, conform to security requirements of RFP.]

47.1 Requirements - Within 14 days after the award of the Contract or within any longer period permitted by the Owner, the Contractor shall deliver to the Owner:

(a) unless otherwise specified in the Contract Documents, an executed performance bond in the amount of 50% of the total amount of the prices specified in the Schedule of Prices for the Work awarded to the Contractor;

(b) unless otherwise specified in the Contract Documents, an executed labour and materials payment bond in the amount of 50% of the total amount of the prices for installation items specified in the Schedule of Prices for the Work awarded to the Contractor;

(c) where required by the Contract Documents or by the Owner in its sole and absolute discretion, an executed parental guarantee;

(d) where required by the Contract Documents, a letter of credit in the amount specified in the Contract Documents; and

(e) any other security required by the Contract Documents,

(collectively and individually, the “Performance Security”).

47.2 Bonds - The Contractor shall provide the performance bond substantially in the form shown in Schedule GC-C – Form of Performance Bond and the labour and materials bond substantially in the form shown in Schedule GC-D – Form of Labour and Materials Payment Bond. Each bond shall be issued by a surety that is approved by the Owner and is authorized to transact the business of suretyship in British Columbia. The surety shall satisfy the Owner’s minimum credit rating requirement of not less than Standard & Poor’s A-, A.M. Best B++, Moody’s A3 or DBRS A (low). For the purposes of this section, the lowest credit rating issued by the above referenced credit rating agencies for a specific surety shall be considered that surety’s credit rating.

47.3 Notice of Labour and Materials Payment Bond - The Contractor shall:

(a) when it enters into a contract with a Subcontractor for installation work, advise the Subcontractor in writing that a labour and materials payment bond is in effect; and

(b) supply the Subcontractor with a copy of the bond on request.



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47.4 Guarantee - Where the Contract Documents require a parental guarantee, the Contractor shall provide the guarantee substantially in the form shown in Schedule GC-F – Form of Guarantee from a parent or other affiliate of the Contractor acceptable to the Owner.

47.5 Letter of Credit - Where the Contract Documents require a letter of credit, the Contractor shall provide a letter of credit substantially in the form shown in Schedule GC-E – Form of letter of credit issued by a Canadian bank with a minimum credit rating not less than Standard & Poor’s A, Moody’s A3 or DBRS A (low) and acceptable to the Owner and for such amounts set out in the Contract Documents. If the Contractor proposes to provide a letter of credit from a bank that is not a Canadian Bank that meets such requirements, the letter of credit must be confirmed by (with liability to pay under the letter of credit to the Owner) a Canadian Bank that meets such requirements. Unless otherwise set out in the Contract Documents, the letter of credit will be for a term that expires no earlier than 24 months from the Substantial Completion Date. If the letter of credit is for an earlier expiry date and will not be automatically renewed in accordance with its terms or is not replaced by the Contractor at least 30 days prior to its expiry, the Owner may upon 7 days notice to the Contractor draw down on the letter of credit. The letter of credit shall secure the Contractor’s obligations to the Owner under the Contract. At any time and from time to time that the Owner determines that the Contractor is in default of the Contractor’s obligations under the Contract, the Owner may draw on the letter of credit in whole or in part in an amount as determined by the Owner to be the amount that is required to compensate the Owner for any default by the Contractor of the Contractor’s obligations under the Contract. The Contractor agrees that if the Owner elects to call down on the letter of credit, the Contractor shall not pursue any legal, commercial or other steps, including by way of injunction or otherwise, to prevent the Owner from calling down on the letter of credit. Any and all disputes as to whether the Owner was entitled to call down on the letter of credit shall be resolved after the call by the Owner on the letter of credit.

GC48 INDEMNIFICATION AND LIABILITY

48.1 General Indemnity - The Contractor shall indemnify and save harmless the Owner and the Owner’s directors, officers, employees, consultants and agents from and against all penalties, claims, losses, damages, costs and expenses (including legal expenses on a solicitor and own client basis) relating to or arising directly or indirectly out of or in connection with:

(a) any negligent act or omission or wilful misconduct of the Contractor, its directors, officers, employees, consultants, Subcontractors or agents;

(b) failure of the Contractor to observe or perform the obligations of the Contract or breach by the Contractor of the Contract;

(c) breach of any representation or warranty of the Contractor under this Contract; or



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(d) breach of, or failure to comply with, any Applicable Laws by the Contractor, its directors, officers, employees, consultants, Subcontractors or agents,

except to the extent caused by any negligent act or omission or wilful misconduct of the Owner, its directors, officers, employees or agents.

48.2 Exclusion of Consequential Damages

(a) Subject to GC48.4, neither the Contractor nor the Owner shall be liable to the other for any consequential or indirect damages in connection with the Contract, whether based in contract, tort (including negligence), strict liability or otherwise and including loss of use, loss of revenues or profits and loss of opportunity.

(b) This GC48.2 shall not limit any liability the Contractor may have under the Contract to pay liquidated damages.

48.3 Limit of Liability

(a) Subject to GC48.4, the maximum amount of the total aggregate liability of the Contractor to the Owner in connection with the Contract, whether based in contract, tort (including negligence), strict liability or otherwise, is the Contract Price.

(b) If this Contract is terminated, the Contract Price shall for the purposes of this GC48.3 be deemed to be the amount to which the Contractor would have been entitled if the Contractor had properly performed and completed the Work.

48.4 Exclusions from Limits on Liability – GC48.3 shall not limit the Contractor’s liability in connection with:

(a) fraud, gross negligence or wilful, fraudulent or criminal misconduct;

(b) bodily injury, including death, or damage to tangible personal or real property;

(c) liability to third parties;

(d) breach by the Contractor of its obligations of confidentiality under the Contract; and

(e) penalties, fines or other liability imposed by a Governmental Authority, an administrative tribunal or a court of competent jurisdiction for breach of Applicable Law.

48.5 No Effect on Insurance – Nothing in this GC48 shall be construed to limit the liability of an insurer under the insurance required to be maintained under this Contract.



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GC49 TITLE AND RISK

49.1 Title - Title to the Work shall vest in the Owner. Without prejudice to any of the rights of the Owner under this Contract, title to each item of Equipment and Materials and other Work will vest in the Owner at the earliest of:

(a) the time that Equipment and Materials or other Work are at the Site;

(b) the time that the Owner has paid for the Equipment and Materials or other Work; and

(c) the time of installation or construction of the Equipment and Materials or other Work.

49.2 Risk - The Equipment and Materials and other Work remain under the care, custody and control of the Contractor and at the risk of the Contractor until completion of the whole of the Work as determined by the Owner or until such earlier date that the Owner advises the Contractor of in writing. The Contractor shall exercise all reasonable care to avoid loss of, or damage to, the Equipment and Materials and other Work until the whole of the Work has been completed.

49.3 Clear Title - The Contractor represents and warrants that title to the Work will pass to the Owner free and clear of all liens, charges, encumbrances and adverse claims whatsoever.

GC50 TAXES

50.1 Real Property - The Owner shall pay all real property taxes duly levied against the Owner, the Contractor or any of them, in respect of the Site and all improvements to them by the Contractor, which, in the opinion of the Owner, are necessary for the proper performance of the Work.

50.2 Assessment Notice - Where the Contractor is assessed the taxes referred to in GC50.1, it shall immediately provide the Owner with a copy of the tax assessment notice.

50.3 Appeal - Where required in writing by the Owner, the Contractor shall, in cooperation with the Owner, file and conduct an appeal of any tax assessment at the Owner’s cost.

50.4 Copies of Documents - The Contractor shall:

(a) provide the Owner with copies of all documents relating to or arising out of the Work or performance of the Contract that the Owner requires to support applications for a refund of any applicable taxes and that are in the possession or control of the Contractor; and

(b) permit representatives of the Owner to inspect those documents to verify and support its application.



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50.5 Refunds - On the request of the Owner, the Contractor shall apply, on behalf of the Owner, for a refund of any applicable taxes paid in respect of the Work and shall remit any refund to the Owner within 30 days of receipt.

50.6 Tax Changes – Where, at any time after the Contract Date:

(a) the rate of any applicable Canadian federal commodity or British Columbia commodity tax has been varied;

(b) the application of any Canadian federal commodity or British Columbia commodity tax has been changed; or

(c) a new Canadian federal commodity or British Columbia commodity tax has been levied,

with respect to the Work, the Contract Price shall be adjusted for the amount directly attributable to variation, change or levy. References in this GC50.6 to Canadian federal commodity or British Columbia commodity tax includes the federal Goods and Services Tax/Harmonized Sales Tax.

50.7 Exclusion - GC50.6 does not apply to any matters referred to in GC51.1.

GC51 IMPORTATION OF WORK

51.1 Contractor to Import - The Contractor shall import into Canada all non-Canadian Equipment and Materials and other equipment and materials and anything else required for the Work and shall pay all customs duties, fees, taxes, licences and permits arising from that importation.

GC52 CHANGES IN APPLICABLE LAWS

52.1 Changes in the Law - Where, after the Contract Date and before issuance of the Final Completion Certificate, there is a change in Applicable Laws that requires a Work Change, either party may request a Work Change under GC39.

GC53 PAYMENTS BY CONTRACTOR

53.1 Demand to Pay - The Contractor shall pay to the Owner any amount due to the Owner under the Contract within 30 days of receipt of written demand from the Owner.

53.2 Remedies - Where the Contractor fails to make the payment required under GC53.2, the Owner may take either or both of the following actions:

(a) retain, out of any amounts due to the Contractor under the Contract, an amount no greater than the amount demanded; and

(b) recover the amount by any other remedies permitted by law or the Contract.



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53.3 Costs of Contractor - The Contractor shall:

(a) pay promptly, when due, all costs relating to or arising from the Work or performance of the Contract; and

(b) on the request of the Owner, supply proof of payment of these costs.

53.4 No Liens –

(a) The Contractor acknowledges that the Builders Lien Act (British Columbia) does not apply to the Owner. The Contractor shall not, and insofar as is permitted by Applicable Law shall not allow or permit any Subcontractor or other person claiming through the Contractor or a Subcontractor to, assert any right to a construction, builder’s, mechanic’s, unpaid vendor’s or other lien for unpaid work or services over the Work or the Site or any other property in connection with the Work or take any steps whatsoever to claim, lodge or register a lien over the Work or the Site or any other property in connection with the Work under any Applicable Law.

(b) If any lien is claimed, lodged or registered against the Work, the Site or any other property in connection with the Work by the Contractor or a Subcontractor or any other person claiming through the Contractor or a Subcontractor, then the Owner may withhold further payment to the Contractor and the Contractor must at its cost and expense promptly vacate, discharge or otherwise cause such lien to be removed, including where applicable, by posting security. If the Contractor fails to cause such lien to be vacated, discharged or otherwise removed within the period specified by the Owner, then the Owner may, at the Contractor’s expense and risk, take all steps necessary or desirable to vacate, discharge or otherwise remove such lien.

(c) If any person becomes entitled to a lien or charge against the Work, the Site or any other property in connection with the Work or has or asserts that they have such a lien or charge by reason of moneys alleged to be owed to that person and the Contractor fails to vacate, discharge or otherwise remove such lien in accordance with GC53.4(b), then the Owner may, on 5 days prior written notice to the Contractor, in the Owner’s absolute discretion:

(i) pay to the person the amount alleged to be owed; and

(ii) pay to any third party authorized or permitted to receive any such payment, the amount alleged to be owed.

(d) The amount paid by the Owner and any reasonably demonstrated costs incurred by the Owner in dealing with the charge or lien, including receiving advice as to how to deal with it, will be a debt due from the Contractor to the Owner.



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GC54 GENERAL

54.1 Time - Time is of the essence in the Contract.

54.2 Holidays - Where the time for giving a notice or making an application or request falls or expires on a day other than a Business Day, the time is extended to the next Business Day.

54.3 Notice -

(a) All notices to a party given under this Contract shall be in writing and (a) delivered personally, (b) delivered by courier, (c) sent by facsimile transmission or (d) sent by other electronic transmission (including e-mail).

(b) The initial address for notices shall be as set out in the Agreement. A party may, from time to time, give notice to the other party of any change to its address.

(c) A notice will be deemed to have been given:

(i) if delivered personally or by courier, on the date of delivery;

(ii) if delivered by facsimile transmission, on the date the sender receives confirmation from the sending machine showing the correct facsimile number, the correct number of pages and indicating that the transmission has been completed without error; and

(iii) if delivered by other electronic transmission (including e-mail) on the date of transmission if the receiving party has given written acknowledgement of receipt,

provided that any such notice that would be deemed to be given on a day that is not a Business Day or after 4:00 p.m. local time at the place of receipt will be deemed to be given upon the commencement of business hours on the next Business Day.

54.4 Other Communications - Except where expressly provided otherwise in the Contract, verbal communications shall not constitute formal communication or notice under the Contract and neither Party has any obligation to act on any verbal communication unless and until it is confirmed in writing. Any action taken by a party based on verbal communications shall be at that party’s sole risk and shall be without liability to or recourse against the other party.

54.5 Successors and Assigns - The Contract shall operate and take effect for the benefit of, and be binding upon, the Owner and the Contractor and their respective successors and, in the case of the Owner, its assigns, and in the case of the Contractor, its permitted assigns.



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54.6 No Assignment - The Contract, or any part of it, or any benefit or interest in it, shall not be assigned by the Contractor without the prior written consent of the Owner and shall be deemed not to be an asset of the Contractor in the event of bankruptcy.

54.7 Amendments - Subject to the provisions of the Contract, any amendment or variation of the Contract shall be binding on the Owner and the Contractor only if made in writing and signed by the authorized representatives of both parties.

54.8 Waivers in writing - No party is bound by a waiver of any provision of the Contract unless the waiver is clearly expressed in writing and executed by an authorized signatory of a party.

54.9 No Waiver - Any failure of the Owner or the Owner to enforce or to require the strict performance of any of the provisions of the Contract, shall not, in any way:

(a) constitute a waiver of those provisions; or

(b) affect or impair those provisions or any right the Owner has at any time to avail itself of any remedies it may have:

(i) for any breach of those provisions; or

(ii) to require performance in accordance with the Contract.

54.10 Joint Ventures - The obligations of the Contractor are and shall be deemed for all purposes to be the joint and several obligations of each and every one of the persons comprising the Contractor.

54.11 BC Laws - The Contract shall be governed by and construed in accordance with British Columbia law and applicable Canadian law and will be treated in all respects as a British Columbia contract. The Contractor will submit to the non-exclusive jurisdiction of the British Columbia courts, but no legal action will be brought by the Contractor or the Owner under or in connection with the Contract (other than to seek injunctive relief) unless and until the process provided for in GC45 has been first exhausted and then only as permitted under the Commercial Arbitration Act (British Columbia).

54.12 Non-Application of U.N. Convention - The United Nations Convention on Contracts for the International Sale of Goods set out in the schedule to the International Sale of Goods Act (British Columbia) does not apply to the Contract.

54.13 Entire Agreement - The Contract constitutes the entire agreement and understanding of the parties with respect to the subject matter thereof and supersedes any and all prior agreements, letters of intent, promises, warranties, terms, conditions, representations, communications, negotiations, understandings and collateral agreements whatsoever, whether oral, written, express or implied, with respect thereto.



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54.14 Cumulative Remedies - The rights, powers and remedies of the Owner set forth in the Contract are cumulative and are in addition to and without prejudice to any other right, power or remedy that may be available to the Owner under the Contract or at law.

54.15 Survivability - Any rights, obligations and remedies of the parties which accrued prior to the time of termination or which are by their nature continuing survive the termination of the Contract.

54.16 Severability - If any one or more of the provisions contained in the Contract is invalid, illegal or unenforceable in any respect, or would render the Contract as a whole invalid, illegal or unenforceable, then such provision shall be severable from the balance of the Contract and not affect the validity, legality or enforceability of the balance of the Contract, provided that the Contract as modified continues to express, without material change, the original intention of the parties as to the subject matter and the deletion of such portion of the Contract does not substantially impair the respective benefits or expectations of the parties.

54.17 Independent Contractor - The relationship between the parties is that of independent contractors. The Contractor and its employees, agents and representatives (including Subcontractors) shall under no circumstances be considered to be agents, partners, joint venturers, representatives or employees of the Owner. The Contractor shall not act or represent itself as an agent of the Owner.

54.18 Publicity - Except as required by Applicable Law, the Contractor shall not issue any press release or make any public announcement or disclosure concerning the award of the Contract or the provisions or performance of the Contract without the prior written consent of the Owner.

54.19 Code of Ethics - The Contractor acknowledges and agrees that its has read, has complied with and will continue to comply with the Code of Ethics Guidelines.

54.20 Compliance - The Contractor agrees to keep confidential any of the Owner’s information, not in the public domain, that the Contractor obtains during the term of this Contract. The Contractor acknowledges that it has read, has complied with and agrees to continue to comply with the Standards of Conduct.



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SCHEDULE GC-A

CONTRACTOR CODE OF CONDUCT

This Schedule incorporates by reference the Code of Conduct Guidelines Applicable to BC Hydro Contracts, a copy of which is available at http://www.bchydro.com/etc/medialib/internet/documents/policies/pdf/policies_guidelines_applicable_to_bc_hydro_contracts.Par.0001.File.attachment_1_policies_guidelines_applicable_to_bc_hydro_contracts or by contacting the Owner’s Representative.



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SCHEDULE GC-B

STANDARDS OF CONDUCT

Note: Unless the context otherwise requires, all references in this Schedule to British Columbia Transmission Corporation or BCTC shall be interpreted as references to the Owner.

BRITISH COLUMBIA TRANSMISSION CORPORATION (“BCTC”) STANDARDS OF CONDUCT

1. General principles

a) BCTC operates as an independent transmission company. BCTC is a government corporation. Its shares are held by the Minister of Finance, on behalf of the Province of British Columbia. BC Hydro and Power Authority (BC Hydro) is also a government corporation, and is the sole shareholder of the shares of its marketing affiliate, Powerex Corporation (“Powerex”). BC Hydro and Powerex are Transmission Customers.

b) BCTC and its employees must function independently from other entities and their employees engaged in or involved in transmission transactions or transmission markets or sale for resale of electric energy.

c) BCTC and its employees must treat all Transmission Customers on a non discriminatory basis and must not operate the transmission system to preferentially benefit any Transmission Customer.

2. Definitions

a) Commission means the British Columbia Utilities Commission.

b) Key Agreements means the Master Agreement, Asset Management and Maintenance Agreement, Asset Lease, Licencee and Transfer Agreement, Transmission Operating Agreement, and Support Services Agreement, all dated November 12, 2003 and designated, for the purposes of Section 3 of the Transmission Corporation Act, S.B.C. 2003, c. 44, under Order in Council No. 1083.

c) Marketing or Energy employee means an employee that:

1) Engages in or is involved in transmission transactions in energy or transmission markets; or

2) Manages or controls transmission capacity in energy or transmission markets; or

3) Buys, sells, trades or administers natural gas or electric energy in energy or transmission markets; or

4) Engages in financial transactions relating to the sale or transmission of natural gas or electric energy in energy or transmission markets; or

5) Engages in sale for resale of natural gas or electric energy, other than solely bundled retail sales.



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d) Transmission means electric transmission, network or point to point service, reliability service, ancillary services or other methods of transportation or the interconnection with transmission facilities.

e) Transmission Customer means any eligible customer, shipper or designated agent that can or does execute a transmission service agreement or can or does receive transmission service, including all persons who have pending requests for transmission service or for information regarding transmission.

f) Transmission Function employee means a BCTC employee, contractor, consultant or agent who conducts transmission system operations or reliability functions including, but not limited to, those who are engaged in day to day duties and responsibilities for planning, directing, organizing or carrying out transmission related operations.

g) Open Access Same time Information System or OASIS or Internet Website refers to the Internet location where BCTC posts the information, by electronic means, required by its applicable open access transmission tariff and Standards of Conduct.

3. Independent functioning

a) Separation of functions.

1) Except in emergency circumstances affecting system reliability, BCTC will function independently of any Transmission Customer.

2) Notwithstanding any other provisions in this section, in emergency circumstances affecting system reliability, BCTC may take whatever steps are necessary to keep the system in operation. BCTC will report to the Commission and post on the OASIS or Internet Website, as applicable, each emergency that resulted in any deviation from these Standards of Conduct, within 24 hours of such deviation.

3) BCTC will not permit any Transmission Customer to have access to the system control centre or similar facilities used for transmission operations or reliability functions that differs in any way from the access available to other Transmission Customers.

4) As provided in the Key Agreements, BCTC may acquire services from BC Hydro, including field and maintenance and engineering services, provided that BC Hydro agrees that the employees who provide those services will be subject to sections 4(a) and 4(b) of these Standards of Conduct, as if they were BCTC employees.

b) Organizational Structure.

1) BCTC will post, on its OASIS or Internet website, comprehensive organizational charts showing:

• Its organizational structure.

• Its business units, job titles and descriptions, and chain of command for all positions, including officers and directors, with the exception of



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clerical, maintenance, and field positions. The job titles and descriptions must include the employee’s title, the employee’s duties, and the name of supervisory employees who manage non-clerical employees.

• BCTC will update the information on its OASIS or Internet Website, as applicable, within seven business days of any change, and post the date on which the information was updated.

c) Transfers. Employees of BCTC are not precluded from moving to Transmission Customers as long as such transfer is not used as a means to circumvent these Standards of Conduct. BCTC will post notices of any Transmission Function employee that moves from BCTC to a Transmission Customer on the BCTC OASIS or Internet Website, as applicable, when known. The information to be posted must include the name of the employee, the respective titles held with BCTC and the effective date of the move. The information posted under this section must remain on the OASIS or Internet Website for 90 days.

d) Books and records. As an independent transmission company, BCTC will maintain its own books of account and records and will make those books of account and records available for Commission inspection.

e) Written procedures.

1) BCTC will post on the OASIS or Internet Website current written procedures implementing these Standards of Conduct in such detail as will enable customers and the Commission to determine that BCTC is in compliance with the requirements of these Standards of Conduct.

2) BCTC will distribute the written procedures to all of its employees.

3) BCTC will train its officers and directors and employees. BCTC will require each employee to sign a document or certify electronically signifying that s/he has participated in the training.

4) BCTC will designate a Chief Compliance Officer who will be responsible for Standards of Conduct compliance.

4. Non discrimination requirements

a) Information access. Except where otherwise provided by these Standards of Conduct, or pursuant to an Order of the Commission:

1) BCTC will ensure that any Transmission Customer may only have access to that information available to BCTC’s Transmission Customers generally (i.e. the information posted on the OASIS or Internet Website, as applicable), and may not have access to any information about the transmission system that is not available to all users of an OASIS or Internet Website.

2) BCTC will ensure that any Transmission Customer is prohibited from obtaining information about the transmission system (including, but not limited to, information about available transmission capability, price, curtailments, storage, ancillary services, balancing, maintenance activity, capacity expansion plans or



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similar information) through access to information not posted on the OASIS or Internet website or that is not otherwise also available to the general public without restriction.

b) Prohibited disclosure. Except where otherwise provided by these Standards of Conduct, or pursuant to an Order of the Commission:

1) BCTC may not disclose to any Transmission Customer any information concerning the transmission system operated by BCTC or the transmission system of another (including, but not limited to, information received from other parties or information about available transmission capability, price, curtailments, storage, ancillary services, balancing, maintenance activity, capacity expansion plans, or similar information) through non public communications conducted off the OASIS or Internet Website, or through access to information not posted on the OASIS or Internet Website that is not at the same time publicly available.

2) BCTC may not share any information, acquired from Transmission Customers, or developed in the course of responding to requests for transmission or ancillary service on the OASIS or Internet Website, with other Transmission Customers, except to the limited extent information is required to be posted on the OASIS or Internet Website in response to a request for transmission service or ancillary services.

3) If an employee of BCTC discloses information in a manner contrary to the requirements of s. 4(b)(1) and (2), BCTC will immediately post such information on the OASIS or Internet Website.

4) Neither BCTC nor an employee of BCTC is permitted to use anyone as a conduit for sharing information covered by the prohibitions of these Standards of Conduct with a Transmission Customer.

c) Exceptions.

1) A Transmission Customer may voluntarily consent, in writing, to allow BCTC to share the customer’s information with another Transmission Customer. If a customer authorizes BCTC to share its information with another such Transmission Customer, BCTC must post notice on its OASIS or Internet Website of that consent along with a statement that it did not provide any preferences, either operational or rate related, in exchange for that voluntary consent.

2) BCTC is not required to contemporaneously disclose to all Transmission Customers or potential Transmission Customers information covered by these Standards of Conduct if it relates solely to a specific request for transmission service.

3) BCTC may share generation information necessary to perform generation dispatch with Transmission Customers, where it does not include specific information about individual third party transmission transactions or potential transmission arrangements.

4) BCTC may share information necessary to maintain the operations of the transmission system with a Transmission Customer.



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5) In addition to the provisions of s. 3(a)(4), BCTC may provide information to BC Hydro that is necessary to enable BC Hydro and BCTC to perform their respective roles and responsibilities under the Key Agreements, or as otherwise may be ordered by the Commission, provided that such information will not be disclosed by BCTC to any BC Hydro Marketing or Energy employee or to Powerex, and provided further that BC Hydro agrees that those employees who receive such information from BCTC will comply with standards of conduct that are approved for BC Hydro by the Commission and that BC Hydro implements and complies with a compliance program, satisfactory to the Commission, to ensure that no such disclosure is made.

d) Implementing tariffs.

1) BCTC will strictly enforce all tariff provisions relating to the sale or purchase of open access transmission service, if these tariff provisions do not permit the use of discretion.

2) BCTC will apply all tariff provisions relating to the sale or purchase of open access transmission service in a fair and impartial manner that treats all Transmission Customers in a non discriminatory manner, if these tariff provisions permit the use of discretion.

3) BCTC will process all similar requests for transmission in the same manner and within the same period of time.

4) BCTC will maintain a written log, available for Commission audit, detailing the circumstances and manner in which it exercised its discretion under any terms of the tariff. The information contained in this log is to be posted on the OASIS or Internet Website within 24 hours of when BCTC exercises its discretion under any terms of the tariff.

5) BCTC may not, through its tariffs or otherwise, give preference to any Transmission Customer over any other Transmission Customer in matters relating to the sale or purchase of transmission service (including, but not limited to, issues of price, curtailments, scheduling, priority, ancillary services, or balancing).

e) Discounts. Any offer of a discount for any transmission service made by BCTC must be posted on the OASIS or Internet Website contemporaneously with the time that the offer is contractually binding. The posting must include: the name of the customer involved in the discount and whether it is an affiliate or whether an affiliate is involved in the transaction, the rate offered; the maximum rate; the time period for which the discount would apply; the quantity of the power scheduled to be moved; the delivery points under the transaction; and any conditions or requirements applicable to the discount. The posting must remain on the OASIS or Internet Website for 60 days from the date of posting.



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SCHEDULE GC-C

FORM OF PERFORMANCE BOND

PERFORMANCE BOND No. $

KNOW ALL PERSONS BY THESE PRESENTS, that

as Principal, hereinafter called "Contractor", and

a corporation created and existing under the laws of Canada and duly authorized to transact business of Suretyship in British Columbia as Surety, hereinafter called "the Surety", are held and firmly bound unto


or its successors, as Obligee, hereinafter called "BC Hydro", in the amount of

Dollars ($ )

lawful money of Canada, for the payment of which sum, well and truly to be made, Contractor and the Surety bind themselves and each of their several respective heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.

WHEREAS, Contractor has entered into a contract ("the Contract") with BC Hydro entitled "British Columbia Hydro and Power Authority, Contract No. " which is hereby made a part hereof.

Words defined in the Contract Documents and not specifically defined in the Bond have the same meaning given to them in the Contract Documents unless the context clearly requires otherwise.

NOW THEREFORE, the condition of this obligation is such that if Contractor shall promptly and faithfully perform the Contract and shall fully indemnify and save harmless BC Hydro from all loss and damage which BC Hydro may sustain by reason of any failure or default on the part of Contractor so to do, and shall fully reimburse and repay BC Hydro all outlay and expense which BC Hydro may incur in making good any such default, then this obligation shall be void; otherwise to be and remain in full force and effect.

Whenever Contractor shall be, and declared by BC Hydro to be, in default under the Contract, BC Hydro having performed BC Hydro's obligations thereunder, the Surety may promptly remedy the default, or shall promptly

(1) complete the Contract in accordance with its terms and conditions or



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(2) obtain a Tender/Proposal or Tenders/Proposals for submission to BC Hydro for completing the Contract in accordance with its terms and conditions, and upon determination by BC Hydro and the Surety of the lowest responsible Tenderer/Proponent, arrange for a contract between such Tenderer/Proponent and BC Hydro and make available as work progresses (even though there should be a default, or a succession of defaults, under the contract or the contracts of completion, arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the Contract price, including other costs and damages for which the Surety may be liable hereunder. The term "balance of the Contract price", as used in this paragraph, shall mean the total amount payable by BC Hydro to Contractor under the Contract, less the amount properly paid by BC Hydro to Contractor. The term "other costs" shall mean solicitor and own client costs and the term "damages" shall mean those expenses and losses incurred by BC Hydro as a result of the default or succession of defaults under the contract or contracts of completion arranged under this paragraph.

PROVIDED, HOWEVER, this Bond is executed by the Surety upon the express condition that no right of action shall accrue upon or by reason hereof, to or for the use or benefit of anyone other than BC Hydro or its successors.

PROVIDED, FURTHER, that no variation or alteration of the terms of the Contract made by agreement between BC Hydro and Contractor or in the extent, nature or method of performance of the work to be constructed, maintained and completed thereunder, that no Work Change under the Contract and no allowances of time by BC Hydro under the Contract nor any waiver, forbearance or forgiveness in or in respect of any matter or thing concerning the Contract or the conduct or performance thereof by Contractor on the part of BC Hydro, shall in any way release the Surety from any liability under this Bond. Notice to the Surety of any such variation, alteration, Work Change, allowance of time, waiver, forbearance or forgiveness is hereby waived by the Surety.

It is a condition of this Bond that any suit or action must be commenced before the expiration of two (2) years from the earlier of (1) the date when the Work is ready for use or is being used for the purpose intended, or (2) the date on which Contractor is declared in default by BC Hydro.

The Surety shall not be liable for a greater sum than the specified amount of this Bond.



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IN WITNESS WHEREOF, Contractor and the Surety have hereunto affixed their corporate seals, duly attested by their proper officers or attorney on their behalf this day of 20 . CONTRACTOR: ) ) By ___________________________________ ) Authorized Signatory ) SURETY: ) ) By ___________________________________ ) Attorney-in-fact )

SCHEDULE GC-D

FORM OF LABOUR AND MATERIALS PAYMENT BOND

LABOUR AND MATERIALS PAYMENT BOND No. $

KNOW ALL PERSONS BY THESE PRESENTS, that

as Principal, hereinafter called "Contractor", and

as Surety, hereinafter called "the Surety", are, subject to the conditions hereinafter contained, held and firmly bound unto


or its successors, as Obligee, hereinafter called "BC Hydro", in the amount of

Dollars ($ )

lawful money of Canada, for the payment of which sum, well and truly to be made, Contractor and the Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.

WHEREAS, Contractor has entered into a contract ("the Contract") with BC Hydro entitled "British Columbia Hydro and Power Authority, Contract No. " which is hereby made a part hereof.

Words defined in the Contract Documents and not specifically defined in the Bond have the same meaning given to them in the Contract Documents unless the context clearly requires otherwise.



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NOW, THEREFORE, the conditions of this obligation are such that, if payment is promptly made to all Claimants who have performed labour or services or supplied material in connection with the Contract and any and all duly authorized modifications, extensions and Work Changes of the Contract that may hereafter be made, notice of which modifications, extensions and Work Changes to the Surety being hereby waived, then this obligation shall be void, otherwise it shall remain in force and effect, subject, however, to the following conditions:

(1) For the purpose of this Bond, a Claimant is defined as one having a direct contract with Contractor or any Subcontractor of Contractor for labour, material or both, used or reasonably required for use in the performance of the Contract, labour and material being construed to include, inter alia, that part of water, gas, power, light, heat, oil, gasoline, telephone service or rental of equipment (but excluding rental of equipment where the rent pursuant to an agreement is to be applied towards the purchase price thereof) directly applicable to the Contract.

(2) For the purpose of this Bond, no payment is required to be made in respect of a claim for payment for labour or services performed or material supplied in connection with the Contract that represents a capital expenditure, overhead or general administration costs incurred by Contractor during the currency or in respect of the Contract.

(3) Contractor and the Surety hereby jointly and severally agree with BC Hydro that if any Claimant has not been paid as provided for under the terms of his contract with Contractor or a Subcontractor of Contractor before the expiration of a period of ninety (90) days after the date on which the last of such Claimant's labour or service was done or performed or materials were supplied by such Claimant, the Claimant may sue on this Bond, have the right to prosecute the suit to final judgement for such sum or sums as may be due and have execution thereon. Provided that BC Hydro is not obliged to do or take any act, action or proceeding against the Surety on behalf of the Claimants, or any of them, to enforce the provisions of the bond. If any act, action or proceeding is taken either in the name of BC Hydro or by joining BC Hydro as a party to such proceeding, then such act, action or proceeding, shall be taken on the understanding and basis that the Claimants, or any of them, who take such act, action or proceeding shall indemnify and save harmless BC Hydro against all costs, charges and expenses or liabilities incurred thereon and any loss or damage resulting to BC Hydro by reason thereof. Provided still further that, subject to the foregoing terms and conditions, the Claimants, or any of them, may use the name of BC Hydro to sue on and enforce the provisions of this Bond.

(4) Any material change in the Contract between Contractor and BC Hydro shall not prejudice the rights or interest of any Claimant under this Bond who is not instrumental in bringing about or has not caused such change.

(5) No suit or action shall be commenced hereunder by any Claimant:

(a) unless such Claimant shall have given written notice within the time limits hereinafter set forth to Contractor and the Surety above named, stating with substantial accuracy the amount claimed. Such notice shall be served by mailing the same by registered mail to Contractor and the Surety at any place where an



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office is regularly maintained for the transaction of business by such persons or served in any manner in which legal process may be served in the Province or other part of Canada in which the subject matter of the Contract is located. Such notice shall be given (i) in respect of any claim for the amount or any portion thereof required to

be held back from the Claimant by Contractor or Subcontractor of Contractor under either the terms of the Claimant's contract with Contractor or the Claimant's contract with the Subcontractor of Contractor within one hundred and twenty (120) days after such Claimant should have been paid in full under this Contract,

(ii) in respect of any claim other than the holdback or portion thereof referred to above within one hundred and twenty (120) days after the date upon which such Claimant did or performed the last of the service, work or labour or furnished the last of the materials for which such claim is made under the Claimant's contract with Contractor or a Subcontractor of Contractor;

(b) after the expiration of one (1) year following the date on which Contractor ceased work on the Contract, including work performed under the guarantees provided in the Contract;

(c) other than in a court of competent jurisdiction in the province or district of Canada in which the subject matter of the Contract or any part thereof is situated and not elsewhere, and the parties hereto hereby agree to submit to the jurisdiction of such court.

(6) The amount of this Bond shall be reduced by and to the extent of any payment or

payments made in good faith hereunder.

(7) The Surety shall not be liable for a greater sum than the amount specified in this Bond.

IN WITNESS WHEREOF, Contractor and the Surety have hereunto affixed their corporate seals, duly attested by their proper officers or attorney on their behalf this day of , 20 . CONTRACTOR: ) ) By ___________________________________ ) Authorized Signatory ) SURETY: ) ) By ___________________________________ ) Attorney-in-fact )



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SCHEDULE GC-E

FORM OF LETTER OF CREDIT

[Issuing Bank Name and Address] Date Of Issue: [Date]

Irrevocable Standby Letter of Credit No. [Number]

Applicant: Beneficiary:

[Customer Name and Address] British Columbia Hydro and Power Authority

[Address]

Amount:

[Currency and Amount both in letters and numbers]

At the request of and for the account of the Applicant, we, [Bank Name], hereby establish in favour of the Beneficiary our irrevocable standby Letter of Credit No. [Number] (hereinafter called the "Letter of Credit") for an amount not exceeding [Currency and Amount both in letters and numbers].

We, [Bank Name and Address] hereby unconditionally and irrevocably undertake and bind ourselves, and our successors and assigns, to pay you immediately, the sum, which you claim upon receipt of the following documents:

(1) Your signed written demand specifying the amount claimed (not exceeding $[Dollar Amount]), and certifying that such amount is due to you by the Applicant who has defaulted in its obligations, or failed to perform, under the terms of the Contract Documents for Contract No. [Insert Reference No.], BC Hydro Reference No. [BCH Reference], made as of [Date], or that you are otherwise entitled by the Contract to draw on this Letter of Credit in the amount claimed; and,

(2) This original Letter of Credit must be presented with your demand for payment for endorsement purposes.

Partial drawings are allowed. The amount of this Letter of Credit shall be automatically reduced by the amount of any drawing paid hereunder.

This Letter of Credit takes effect from the Date of Issue set forth above, and shall remain valid until [Date] at the [insert place]. However, it is a condition of this Letter of Credit that it will be automatically extended without notice for a further one year period from the present or any future expiry date unless at least ninety (90) days prior to such expiry date we notify you in writing by courier or registered mail at your address above that we elect not to consider this



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Letter of Credit to be extended for any additional period. If we give you notice of our election not to extend for an additional period, you shall be entitled to immediately demand payment of the full amount of this Letter of Credit, regardless of whether any other defaults under the Contract Documents may have been committed by the Applicant.

This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision, International Chamber of Commerce, Paris, France, Publication No. 600). All matters not covered by UCP 600, Revision 2007, will be governed by the laws applicable in the Province of British Columbia. The parties hereby irrevocably attorn to the non-exclusive jurisdiction of the courts of British Columbia. The number of this Letter of Credit must be quoted on all documents required hereby. Notwithstanding Article 36 of said publication, if this standby Letter of Credit expires during an interruption of business as described in Article 36, we agree to effect payment if this standby Letter of Credit is drawn within 15 days after resumption of business.

_____________________________ _________________________________ Authorized Signing Officer Authorized Signing Officer [Bank Name] [Bank Name]



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SCHEDULE GC-F

FORM OF GUARANTEE

THIS GUARANTEE is made as of the _______ day of _________, 20__.

BETWEEN:

BRITISH COLUMBIA HYDRO AND POWER AUTHORITY, having its head office at 333 Dunsmuir Street, Vancouver, B.C., V6B 5R3, Canada

(hereinafter referred to as "Beneficiary")

AND:

(hereinafter referred to as the "Guarantor")

WHEREAS:

(A) The Beneficiary and [ ] (the "Contractor") entered into a contract dated ____________________, 20__ for ___________________________________, BC Hydro Reference No. (the "Contract").

(B) At the request of the Beneficiary, and as a condition of the Contract, the Guarantor has agreed to guarantee the punctual and complete performance of all the obligations and liabilities of Contractor under or arising out of the Contract (the "Guaranteed Obligations").

THEREFORE IN CONSIDERATION OF THE PAYMENT of ten ($10.00) dollars by the Beneficiary to the Guarantor and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged and agreed), including the Beneficiary entering into the Contract with Contractor, the parties agree as follows:

(1) The Guarantor absolutely, irrevocably and unconditionally guarantees to the Beneficiary the punctual and complete performance and observance of all of the Guaranteed Obligations whenever, however or wherever incurred during the term specified in clause 3. If at any time Contractor defaults in the performance of any of the Guaranteed Obligations in accordance with the Contract, the Guarantor shall, immediately upon Beneficiary's written demand, remedy the default, including perform (or procure the performance of) Contractor's Guaranteed Obligations and pay any and all sums that may be payable under the Contract in consequence of the non-performance by Contractor of such Guaranteed Obligations.

(2) The Guarantor agrees to pay the Beneficiary, forthwith upon demand, all out-of-pocket costs and expenses, including, without limitation, legal fees on a solicitor and client basis, incurred by or on behalf of the Beneficiary in connection with the Beneficiary enforcing any of its rights against Contractor or the Guarantor in respect of the Guaranteed Obligations.

(3) This Guarantee is a continuing guarantee and shall apply to all of the Guaranteed Obligations and remain in place until the date which is 24 months after the date of completion as shown in the



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Completion Certificate issued under the Contract, or, if the Contract is terminated, the date which is 24 months after the Contract is terminated.

(4) The Beneficiary shall not be bound to seek or exhaust its recourse against Contractor or any other persons or to realize on any security (including, without limitation, any letters of credit it may hold in respect of the Guaranteed Obligations) before being entitled to exercise its rights under this Guarantee. However, the Beneficiary shall not be entitled to enforce its rights and claims under this Guarantee with respect to a Guaranteed Obligation to the extent such Guaranteed Obligation has already been satisfied through other security held by the Beneficiary in respect of the Guaranteed Obligations.

(5) Subject to clause 2 and clause 11, nothing herein shall be construed as imposing greater obligations and liabilities on the Guarantor than are imposed on Contractor under the Contract. The Guarantor shall be entitled to all defences, limitations and exclusions available to Contractor under the Contract.

(6) This Guarantee shall extend to any variation of or amendment to the Contract and to any agreement supplemental thereto agreed between the Beneficiary and Contractor.

(7) The Beneficiary may, at its election, exercise or decline to exercise any right or remedy it may have against Contractor or any other person liable on or in respect of the Guaranteed Obligations, or any security held from Contractor or any other person in respect of the Guaranteed Obligations, without affecting or impairing the liability of the Guarantor, and the Guarantor hereby waives any defence arising out of the absence, impairment or loss of any such security or right of reimbursement, contribution or subrogation.

(8) The Beneficiary will have the right, in its discretion, to proceed directly against the Guarantor for any and all remedies provided by law, equity or in the Contract whether by legal proceedings or otherwise, to have the Guarantor fulfil the Guaranteed Obligations.

(9) Until the Guaranteed Obligations have been fully and completely performed or this Guarantee has otherwise expired, and subject to fulfilment of the requirements of this Guarantee, the Guarantor will not be released or discharged from its obligations hereunder by any matter or thing whatsoever that would otherwise release or discharge a guarantor. Without limiting the generality of the foregoing, the Guarantor expressly agrees that none of the following circumstances or actions, whether taken by or occurring in respect of Contractor, the Beneficiary, the Guarantor or any other person or entity, will in any way release, affect or impair the obligations and liabilities of the Guarantor hereunder:

(a) voluntary or involuntary liquidation, dissolution, consolidation or merger (or the sale or other disposition of all or part of a party or its assets);

(b) bankruptcy, receivership, insolvency, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt, or other similar proceeding affecting a party or any of its assets;

(c) the invalidity or unenforceability of the Contract or any security, bond, third party guarantees, or other assurances intended to be granted or provided by Contractor or any other party to the Beneficiary or any other party under the Contract;

(d) the failure of the Beneficiary or any other party to take, protect or preserve any rights, security or similar assurance in relation to the Contract, from Contractor or any other



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party, or the loss, diminution or unenforceability or impossibility to realize or abstention from realization of any such right, security or similar assurance, whether or not caused or resulting from any act or omission of the Beneficiary or any person acting for the Beneficiary;

(e) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, any other circumstance that might otherwise constitute any legal or equitable defence or discharge of the obligations and/or liabilities of Contractor or the Guarantor or that might otherwise limit recourse against the Guarantor; and

(f) if, with or without the Guarantor's knowledge or consent, any one or more of the following occur:

(1) any modifications of the Contract, made by agreement of Contractor and the Beneficiary;

(2) any waivers by the Beneficiary or Contractor of any terms, provisions, conditions or obligations under the Contract;

(3) any assignment or the making of any assignment of the Contract as may be permitted under the Contract;

(4) any failure by the Beneficiary to enforce any provision of the Contract against Contractor; or

(5) any other granting of extensions or time, renewals, indulgences, waivers, releases or discharges, or the making of any compromises or transactions or arrangements, regarding the Contract.

(10) Until the Guaranteed Obligations have been fully and completely performed or this Guarantee has otherwise expired, the Guarantor shall not be subrogated in any manner to any right of the Beneficiary.

(11) If the Guarantor or any other person is required by law to make any deduction or withholding on account of any tax or other amount from any sum paid or payable by the Guarantor under this Guarantee, the sum payable by the Guarantor in respect of which the relevant deduction, withholding or payment is required shall (except, in the case of any such payment, to the extent that its amount is not ascertainable when that sum is paid) be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Beneficiary receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to what it would have received and so retained had no such deduction, withholding or payment been required or made.

(12) Neither the Guarantor's obligations under this guarantee nor any right or remedy for the enforcement thereof will be impaired, stayed, modified, changed or released in any manner whatsoever by any order, stay, modification, release or limitation in regard to Contractor or the Guarantor resulting from the operation or effect of any provision of the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada), the Winding-Up Act (Canada) or other statute, code or laws of any jurisdiction relating to debtor relief or relating to the release of the obligations of the Guarantor hereunder, or from the decision of any court or authority interpreting any of the same, and the Guarantor will be obligated under this guarantee as if no such order, stay, modification, release or limitation had occurred.



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(13) This Guarantee constitutes the entire agreement of the Guarantor with the Beneficiary relating to the subject matter hereof and supersedes all prior contracts or agreements, whether oral or written. There are no representations, agreements, arrangements or undertakings, oral or written, between the Guarantor and the Beneficiary relating to the subject matter of this Guarantee which are not fully expressed herein.

(14) No amendment to this Guarantee will be valid or binding unless set forth in writing and duly executed by each of the Beneficiary and the Guarantor. No waiver of any breach by the Guarantor of any provision of this Guarantee will be effective or binding unless made in writing and signed by the Beneficiary and, unless otherwise provided, will be limited to the specific breach waived.

(15) This Guarantee is in addition to and not in substitution for any other undertakings, securities and guarantees held or which may be held by or for the benefit of the Beneficiary, including without limitation any performance bonds, letters of credit, financial holdbacks under the Contract, and guarantees from any other parties.

(16) The Guarantor shall promptly and with all due diligence perform its obligations under this Guarantee.

(17) All notices or other communications in connection with this Guarantee shall be served:

(a) Upon the Beneficiary, at 333 Dunsmuir Street, Vancouver, British Columbia, V6B 5R3. Attention: ; and

(b) Upon the Guarantor, at [______________] Attention: [____].

(18) The Beneficiary and the Guarantor may change their respective nominated addresses for service of communications to another address but only by prior written notice to each other. All such communications must be in writing.

(19) This Guarantee shall enure to the benefit of and be binding upon the parties and their respective heirs, legal representatives, successors and permitted assigns.

(20) Whenever possible, each provision of this Guarantee shall be interpreted in such manner as to be effective, enforceable and valid under British Columbia law, and Canadian law to the extent applicable, but if any provision of this Guarantee shall be found to be illegal, ineffective, invalid or unenforceable under such law, it shall be deemed severed from this Guarantee to the extent of such illegality, ineffectiveness, invalidity or unenforceability without effect on any of the remaining provisions of this Guarantee.

(21) This Guarantee shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable in British Columbia.

(22) If at any time any dispute or difference shall arise between the Beneficiary and the Guarantor in connection with this Guarantee, the dispute shall be referred to and finally resolved by arbitration under the applicable rules of the British Columbia International Commercial Arbitration Centre. The arbitration shall be conducted in the English language and before a single arbitrator.

(23) The Guarantor represents and warrants that:

(a) it is duly organized and validly existing under the laws of its jurisdiction of organization;



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(b) it has the power, authority and legal right to execute and deliver, and to perform its obligations under, this Guarantee, and has taken all necessary action to authorize its execution, delivery and performance of this Guarantee, and this Guarantee has been duly executed by it;

(c) this Guarantee constitutes a legal, valid and binding obligation of the Guarantor;

(d) the execution, delivery and performance of this Guarantee will not violate or result in default under any applicable law, rule or regulation or any judgement, order, decree, agreement, instrument or undertaking applicable to the Guarantor;

(e) it is related to Contractor and directly or indirectly derives a benefit from the Beneficiary entering into the Contract with Contractor1

(f) it has the financial equity to carry out its obligations under this Guarantee. The Beneficiary may at any time during the term of this Guarantee request, by written notice, reasonable financial assurances of the Guarantor's continued ability to carry out its obligations under this Guarantee and the Guarantor shall provide such reasonable assurances to the Beneficiary in writing within ten (10) days of the Beneficiary's notice.

IN WITNESS WHEREOF the Guarantor has executed this Guarantee as of the day and year first above written.

[GUARANTOR]

By: (Signature)

(Print Name)

Title:

Date:

1 If the Guarantor is not an affiliate of Contractor (e) will be deleted from the Guarantee before it is delivered.



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SCHEDULE GC-G

CERTIFICATE OF INSURANCE

This Certificate must be completed by Agent or Broker using this form.

If you would prefer an electronic copy of this certificate, please email _________________________ referencing the Contract Identifier below. Please note that electronic versions are contract specific, and not reusable. THIS CERTIFICATE IS ISSUED TO

BRITISH COLUMBIA HYDRO AND POWER AUTHORITY Suite 1100, Four Bentall Centre, 1055 Dunsmuir Street, Vancouver, B.C. V7X 1V5

And certifies that policies of insurance as herein described have been issued to the insured(s) named below and are in full force and effect. NAME CONTRACT IDENTIFIER

Q_____ ADDRESS & TELEPHONE

INSURED (CONTRACTOR)

PROVIDE DETAILS

OPERATIONS INSURED

EXPIRY DATE TYPE OF INSURANCE COMPANY NAME AND POLICY NO.

Y M D LIMIT OF LIABILITY/AMOUNT

PER OCCURRENCE $ _______

AGGREGATE LIMIT $ _______

COMMERCIAL GENERAL LIABILITY

(INCLUDES CROSS LIABILITY; SEVERABILITY

OF INTEREST; AND NON-OWNED AUTOMOBILE; & BROAD FORM PROPERTY

DAMAGE, IF REQUIRED)

PRIMARY $ _______ AUTOMOBILE

LIABILITY (OWNED OR LEASED

VEHICLES)

EXCESS $ _______

LIMITS $ _______

UMBRELLA LIABILITY

EXCESS OF $ _______

COURSE OF

CONSTRUCTION (BUILDERS ALL RISK)

LIMITS $ _______

DETAILS $ _______ PROPERTY (INCLUDING WAIVER OF

SUBROGATION AGAINST all parties comprising the Owner)

$ _______

DETAILS $ _______ OTHER

$ _______



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These policies comply with the insurance requirements of the contract documents, and/or contract/purchase order with the Owner. It is understood and agreed that where required by the contract documents, and/or contract/purchase order, all parties comprising the Owner have been added as additional insureds with respect to liability arising out of the operations of the insured and that the insurer will endeavour to provide thirty (30) days’ written notice of cancellation and, in the case of commercial general liability insurance, of negative material alteration, of or to any of the insurance policies listed herein, either in part or in whole, to the holder of this certificate.

AGENCY/BROKERAGE NAME TELEPHONE/FAX SIGNED ON BEHALF OF THE CONTRACTOR’S INSURERS PRINT NAME Y M D



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SCHEDULE GC-H

MULTIPLE PRIME CONTRACTOR ASSIGNED – Field Retention & Relinquishment Form

Preamble: This form should be used to document ultimate prime contractor ("PC" or "Prime Contractor") assignment when two or more contractors that have been previously designated as PC meet up on a workplace. BUSINESS RETAINING PC ROLE: (Print Name and Contract No.)

BUSINESS RELINQUISHING PC ROLE: (Print Name and Contract No.)

OTHER BUSINESS(ES) RELINQUISHING PC ROLE (if more than 1):

(Print Names and Contract Numbers)

LOCATION OF WORKPLACE:

THIS ASSIGNMENT IS EFFECTIVE FROM: (Date and Time)

THIS ASSIGNMENT ENDS: (Date and Time)

In accordance with the terms of its contract with BC Hydro, the above named business agrees to retain, for the purposes of Part 3 of the Workers Compensation Act (the "Act"), the responsibility of Prime Contractor (as defined in the Act) at this workplace during the times and dates set out above. The Prime Contractor has the following responsibilities under section 118 of the Act:

1. To ensure that the activities of employers, workers and other persons at this workplace relating to occupational health and safety are coordinated, and

2. To do everything that is reasonably practicable to establish and maintain a system or process that will ensure compliance with the Act, Part 3 and the regulations under the Act in respect of this workplace.

In accordance with the terms of its contract with BC Hydro, the above named business(es) agree(s) to relinquish Prime Contractor responsibilities at this worksite during the times and dates set out above.

The Prime Contractor named above as retaining the PC role will post this completed and signed form at the workplace. All contractors to BC Hydro will inform their respective Hydro's Representative of their agreement as the business retaining the PC role and will submit a copy of this form to their respective Hydro's Representative. There must only be one Prime Contractor for this worksite. Hydro's Representative shall be informed immediately if another person or contractor on this site claims to be the Prime Contractor.

AUTHORIZED REPRESENTATIVES OF:

RETAINING PRIME CONTRACTOR:

(Print Name) (Signature) (Date) (Contact Number)

RELINQUISHING PRIME CONTRACTOR(S):





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SCHEDULE GC-I

FORM OF STATUTORY DECLARATION

TO BE MADE BY THE CONTRACTOR TO ACCOMPANY ALL PROGRESS CLAIMS

C A N A D A Province of British Columbia

In the matter of the Design-Build Contract (the “Contract”) made as of the ______ day of _____________, 200___ entered into with British Columbia Hydro and PowerAuthority (the “Owner”) and _____________________(the “Contractor”) in respect of the Interior to LowerMainland Transmission Line Project, British Columbia,Canada

TO WIT:

I, ____________________________________________, of the __________________ of ________________________, in the Province of _________________________________, do solemnly declare:

1. That I am _______________________________ of the Contractor named in the Contract, and as such have personal (PRESIDENT, SECRETARY, TREASURER, A PARTNER, ETC.)

knowledge of the facts hereunder declared and am authorized to provide this statutory declaration on behalf of the Contractor.

2. That all the subcontractors, labour and accounts for materials and equipment whatsoever entering into the construction portion of the work covered by applications for payment and progress claims previous to Contractor’s invoice no. _________________ dated _______________________________ attached hereto (the “Progress Claim”) have been duly paid, except only for holdbacks properly made on, and in accordance with the express terms of, subcontracts.

3. That all wages paid are in all cases the same as or above those set out in any applicable legislation.

4. That there are no claims, demands, actions or causes of action resulting from, relating to or in any way arising out of the Contract or any facts and circumstances relating thereto and existing prior to the date hereof, including without limitation claims for extras, changes, impacts or delays, save and except only the amounts claimed in the Progress Claim attached hereto, those extras and changes previously authorized in writing by the Owner pursuant to a duly executed Work Change, and those claims specified and described in detail in the Schedule of claims attached hereto, which Schedule of claims provides complete and detailed descriptions of and the maximum dollar amount for each claim, which maximum amounts the Contractor agrees will not be exceeded.

AND I MAKE THIS SOLEMN DECLARATION conscientiously believing it to be true and knowing that it is of the same force and effect as if made under oath and by virtue of the Canada Evidence Act.



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DECLARED before me at the _____________ ) of ___________________________________, ) in the __________ of ___________________, ) Signed ____________________________ this ______ day of _______________, 200___ ) ) A NOTARY PUBLIC, COMMISSIONER FOR ) OATHS )

NOTE 1. Where Contractor is a corporation or a partnership, declarant’s position in the corporation or partnership, and the corporation or partnership name should be clearly shown in Paragraph 1. Where Contractor is the person who makes the declaration, strike out “of” in the first line of No. 1.

NOTE 2. Where the Contractor is an individual he or she must make the declaration himself. Where the Contractor is a partnership the declaration must be made by one of the partners. Where the Contractor is an incorporated company the declaration must be made by the President, Vice-President, Secretary, Treasurer or Director. If any other person makes this declaration two copies of the by-law or articles issued under the corporation seal, authorizing the individual to execute document, must be submitted with the first declaration on each contract.



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SCHEDULE GC-J

FORMS OF RELEASE AND GENERAL WAIVER OF CLAIMS

This Schedule is comprised of the following separate appendices, all of which are hereby incorporated by reference into this Schedule and each of which may be referred to either by a general reference to this Schedule or by a specific reference to the Schedule within this Schedule in which it is located, as listed below:

Schedule No. Description GC-J-1 Form of Release and General Waiver of Claims by

Contractor GC-J-2 Form of Release and General Waiver of Claims by

Subcontractor



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SCHEDULE GC-J-1

FORM OF RELEASE AND GENERAL WAIVER OF CLAIMS BY CONTRACTOR

Attached to and immediately following this page is the form to accompany applications for the Substantial Completion Certificate and the Final Completion Certificates. This Form of Release and General Waiver of Claims by Contractors is in the form required for the Final Completion Certificate. For purposes of the application for the Substantial Completion Date, the form should be modified as necessary.

The Release and General Waiver of Claims by Contractor is to be dated no earlier than the date the Contractor makes application for the relevant certificate.



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RELEASE AND GENERAL WAIVER OF CLAIMS BY CONTRACTOR AT FINAL COMPLETION DATE

(“Release and Waiver of Claims”)

In the Matter of the Design-Build Contract (the “Contract”) made as of the *______ day of *_______________, 20*____ in respect of the Interior to Lower Mainland Transmission Line Project in British Columbia, Canada (the “Project”)

between:

BRITISH COLUMBIA HYDRO AND POWER AUTHORITY (the “Owner”)

and:

<*>. (the “Contractor”)

Capitalized terms not otherwise defined in this Release and Waiver of Claims have the definitions given to them in the Contract.

As a condition precedent to obtaining Final Completion and for and in consideration of the payment of $____________ (“Final Payment”) to the Contractor by the Owner, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by the Contractor, the Contractor agrees as follows:

1. The Contractor represents and warrants that:

a) the Contractor has properly and completely performed all of the Work, including all defects and deficiencies and including but not limited to providing all of the work, services, equipment, materials, supplies, tools and other items pursuant to the Contract up to the Final Completion Date;

b) everyone contracting with or through the Contractor, including without limitation all Subcontractors, and everyone contracting with or through them, have been paid in full for all work, services, equipment, materials, supplies, tools and other items provided and performed in connection with the performance of the Contract;

c) there are no outstanding liens or claims by the Contractor or by anyone employed or engaged by or through the Contractor in connection with the performance of the Contract. Further, no one has any right to file or enforce or claim a lien on account of work or services performed or materials supplied under or pursuant to the Contract; and

d) all claims and demands of the Contractor for delay under, extra work to and changes in the Contract, or in connection with the Contract in any way, have been presented in writing to the Owner and resolved to the complete satisfaction of the Contractor, save and except only those claims, if any, expressly specified in a schedule attached hereto and for which the schedule provides full, complete and detailed descriptions, including for each claim listed in the schedule a summary of the factual basis of the claim, the date notice of claim was first provided under the Contract, the relevant contractual provisions and the maximum dollar amount of the claim, which maximum dollar amount the Contractor agrees will apply and not be exceeded (the “Outstanding Claims”).



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2. Except for the Contractor’s claims for the Final Payment and the Outstanding Claims, and subject to receipt of the Final Payment, the Contractor hereby agrees to remise, release and forever discharge, and by these presents does for itself, its successors and assigns, remise, release and forever discharge the Owner and its respective officers, directors, employees, servants, agents, consultants, successors and assigns, and each of them, of and from any and all liabilities, causes of action, liens, claims, proceedings, demands, suits, debts, duties, damages, interest and costs of any nature or kind whatsoever or wheresoever, whether at law or at equity and whether known or whether should have been known to an experienced and comparable contractor, which the Contractor, its successors and assigns have or hereafter can, shall or may have, relating to or arising out of the Contract, the Project, the subject matter of the Contract and the Project, and all facts and circumstances related thereto.

3. This Release and Waiver of Claims has been executed voluntarily by the Contractor after receiving independent legal advice.

4. All provisions of this Release and Waiver of Claims are contractual and not merely recitals.

5. This Release and Waiver of Claims is governed by the laws of the Province of British Columbia, and the parties agree to submit and attorn to the exclusive jurisdiction of any competent Court in British Columbia any dispute which involves or may involve the interpretation of this Release and Waiver of Claims.

6. All capitalized terms not otherwise defined herein shall have the meaning given to them in the Contract.

IN WITNESS WHEREOF the Contractor has executed this Release and Waiver of Claims as of the *______ day of *_______________, 20*____ by its duly authorized officers.

THE CORPORATE SEAL of __________________________________ [CONTRACTOR] was hereunto affixed in the presence of:

) ) ) )

) ) C/S

Authorized Signatory ) )

Authorized Signatory )



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SCHEDULE GC-J-2

FORM OF RELEASE AND GENERAL WAIVER OF CLAIMS BY SUBCONTRACTOR

Attached to and immediately following this page is the form to accompany applications for the Substantial Completion Certificate and the Final Completion Certificates. This Form of Release and General Waiver of Claims by Subcontractors is in the form required for the Final Completion Certificate. For purposes of the application for the Substantial Completion Date the form should be modified as necessary.

The Release and General Waiver of Claims shall be dated no earlier than the date the Contractor makes application for the relevant certificate.



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RELEASE AND GENERAL WAIVER OF CLAIMS BY SUBCONTRACTOR AT FINAL COMPLETION DATE

(“Release and Waiver of Claims”)

In the Matter of the Subcontract (the “Subcontract”) made as of the *______ day of *_______________, 20*____ in respect of the Interior to Lower Mainland Transmission Line Project in British Columbia, Canada (the “Project”)

between:

*________________________________________ (the “Contractor”)

and:

*________________________________________ (the “Subcontractor”)

As a condition precedent to the Contractor obtaining final completion of and payment for the work pursuant to the Design-Build Contract (the “Head Contract”) made as of the *______ day of *_______________, 20*____ between British Columbia Hydro and Power Authority (the “Owner”), and the Contractor, in respect of the Project and for and in consideration of the payment of $_______________ (“Final Payment”) to the Subcontractor by the Contractor, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by the Subcontractor, the Subcontractor agrees to the following:

1. The Subcontractor represents and warrants that:

a) the Subcontractor has properly and completely performed all of the Work, including but not limited to providing all of the work, services, equipment, materials, supplies, tools and other items pursuant to the Subcontract;

b) everyone contracting with or through the Subcontractor, including without limitation all sub-Subcontractors, and everyone contracting with or through them, have been paid in full for all work, services, equipment, materials, supplies, tools and other items provided and performed in connection with the performance of the Subcontract;

c) there are no outstanding liens or claims by the Subcontractor or by anyone employed or engaged by or through the Subcontractor in connection with the performance of the Subcontract and further, no one has any right to file or enforce or claim a lien on account of work or services performed or materials supplied under or pursuant to the Subcontract;

d) all claims and demands of the Subcontractor for delay under, extra work to and changes in the Subcontract, or in connection with the Subcontract in any way, have been presented in writing to the Contractor and resolved to the complete satisfaction of the Subcontractor, save and except only those claims, if any, expressly specified in a schedule attached hereto and for which the schedule provides full, complete and detailed descriptions, including for each claim listed in the schedule a summary of the factual basis of the claim, the date notice of claim was first provided under the Subcontract, the relevant contractual provisions and the maximum dollar amount of the claim, which maximum dollar amount the Subcontractor agrees will apply and not be exceeded (the “Outstanding Claims”).



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2. Except for the Subcontractor’s claim for the Final Payment and except for the Outstanding Claims, and subject to receipt of the Final Payment, the Subcontractor hereby agrees to remise, release and forever discharge, and by these presents does for itself, its successors and assigns, remise, release and forever discharge the Owner, the Contractor and their respective officers, directors, employees, servants, agents, consultants, successors and assigns, and each of them, of and from any and all liabilities, causes of action, liens, claims, proceedings, demands, suits, debts, duties, damages, interest and costs of any nature or kind whatsoever or wheresoever, whether at law or at equity and whether known or whether should have been known to an experienced and comparable contractor, which the Subcontractor, its successors and assigns have or hereafter can, shall or may have, relating to or arising out of the Subcontract, the Project, the subject matter of the Subcontract and the Project, and all facts and circumstances related thereto.

3. The Subcontractor acknowledges that a copy of this Release and Waiver of Claims will be provided to the Owner and that the Owner will be relying on this Release and Waiver of Claims in making payments to the Contractor under the Head Contract.

4. This Release and Waiver of Claims has been executed voluntarily by the Subcontractor after receiving independent legal advice.

5. All provisions of this Release and Waiver of Claims are contractual and not merely recitals.

6. This Release and Waiver of Claims is governed by the laws of the Province of British Columbia, and the parties agree to submit and attorn to the exclusive jurisdiction of any competent Court in British Columbia any dispute which involves or may involve the interpretation of this Release and Waiver of Claims.

IN WITNESS WHEREOF the Subcontractor has executed this Release and Waiver of Claims as of the *______ day of *_______________, 20*____ by its duly authorized officers.

THE CORPORATE SEAL of __________________________________ [SUBCONTRACTOR] was hereunto affixed in the presence of:

) ) ) )

) ) C/S

Authorized Signatory ) )

Authorized Signatory )



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SCHEDULE GC-K

FORM OF ASSIGNMENT CLAUSE FOR SUBCONTRACTS

The Contractor shall include in all contracts with Subcontractors, including but not limited to all contracts and purchase orders with suppliers and manufacturers of equipment to be incorporated into the Work, the following form of assignment clause:

“The [Subcontractor] covenants and agrees that the [Contractor] may, without the consent of the [Subcontractor], assign to British Columbia Hydro and Power Authority (the “Owner”), in whole or in part from time to time, all right, title and benefit of this [Subcontract], including without limitation, any and all covenants, guarantees, warranties and indemnities hereunder. The [Subcontractor] further covenants and agrees that:

(a) any such assignment may be made notwithstanding a default by the [Contractor] or a termination or suspension of this [Subcontract] upon a default of the [Contractor], or if the [Contractor] becomes insolvent, generally does not pay its debts as they become due, admits in writing its inability to pay its debts, or makes an assignment for the benefit of creditors, or insolvency, receivership, reorganization, bankruptcy, liquidation, or similar proceedings are commenced by or against the [Contractor], and that upon any such assignment, as against the Owner, this [Subcontract] is to be deemed not to be in default, terminated or suspended; and

(b) any such assignment is only to be effective against the Subcontractor as and from the date of notice in writing being given to it by the Owner, and shall be enforceable by the Owner against the Subcontractor directly in the same manner and to the same effect as if the Owner was the Contractor.”



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SCHEDULE GC-L

KEY PERSONNEL



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SCHEDULE GC-M

CONTRACTOR’S ORGANIZATION CHART



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SCHEDULE GC-N

LIST OF MAJOR SUBCONTRACTORS



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SCHEDULE GC-O

FORM OF PROJECT SCHEDULE



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SCHEDULE GC-P

ABORIGINAL INCLUSION

Without limiting the requirements of GC13 (Aboriginal Inclusion), the Contractor shall provide the following:

[NTD: Insert description of Contractor’s commitments for Aboriginal Inclusion.]


FUNCTIONAL REQUIREMENTS

DM_VAN/260254-00138/7410809.1 Page 1 of 1


See Volume 3


CONTRACTOR’S PROPOSAL

DM_VAN/260254-00138/7218593.3 Page 1 of 2





DM_VAN/260254-00138/7218593.3 Page 2 of 2


[*If the Owner and Contractor agree to include the Contractor’s Proposal, insert the Contractor’s Proposal (as completed and modified as agreed for inclusion in the Contract Documents)]



DM_VAN/260254-00138/7410576.3 Page 1 of 1



PART 3 FUNCTIONAL REQUIREMENTS


Reference No. 527