Common use of Additional Lands Clause in Contracts

Additional Lands. If, despite Project Co’s acknowledgement in Section 5.4 [Construction Within the City Lands], Project Co determines that Real Property Interests in addition to the City Lands are required for the Project Work (the “Additional Lands”), then: (a) Project Co shall, at its earliest practicable opportunity, submit to the City notice of its recommended acquisition by one of Project Co, a Project Contractor or the City of the Additional Lands, including a detailed explanation identifying the requirement and rationale for such acquisition, evidence of investigations respecting possible Contamination and Hazardous Substances remediation requirements or liabilities and all other relevant explanatory documentation, including the legal description and title documentation in respect of such Additional Lands, an explanation of the nature of the interest in the Additional Lands to be acquired, any available environmental reports in respect of such Additional Lands and Project Co’s recommendation as to which Party should acquire and pay for these Additional Lands. (b) Unless and until the City has consented, in its discretion, to the acquisition of the Additional Lands, Project Co shall not acquire and shall prohibit Project Co Persons from acquiring such Additional Lands. The City will confirm whether it accepts Project Co’s recommendation regarding the acquisition of Additional Lands and will give its consent within: (i) 30 Business Days after receipt of notice and all relevant documentation; and (ii) if the City fails to give or deny its consent within such time period it will be deemed to have denied its consent; (c) If Project Co requests consent to a proposed acquisition of Additional Lands pursuant to Section 4.5(a), Project Co will pay, without duplication, the City’s reasonable internal administrative and personnel costs and all reasonable out-of-pocket costs (including in respect of technical, financial and legal advisors) in connection with the City’s consideration of such request. At the time of making a request, Project Co will make a payment to the City in the amount of $15,000 as an advance against (and not in satisfaction of) its obligations under this Section 4.5(c). After the City renders its decision, the City will either refund any overpayment or invoice Project Co for any additional amounts owing under this Section 4.5(c) and Project Co will promptly pay such additional amount to the City. Concurrently with providing such refund or invoice, the City will provide Project Co with a breakdown of the City’s costs in connection with its consideration of Project Co’s request for consent; (d) Where Project Co, or a Project Contractor, is given consent by the City to acquire Additional Lands, rather than the City, Project Co shall, or shall cause the Project Contractor in question, to grant to the City an option, exercisable upon notice given at any time within 30 Business Days before or after expiry of the Term or sooner termination of this Agreement, to purchase such Additional Lands for a purchase price of one dollar. Project Co shall promptly notify the City of any Additional Lands that Project Co or a Project Contractor acquires pursuant to this Section 4.5 [Additional Lands] and shall, in furtherance of the option hereby granted and at the request of the City from time to time, enter into a formal option agreement in such form as the City may reasonably require. Project Co shall not grant or assume any Encumbrance other than a Permitted Encumbrance affecting or against such Additional Lands or do or omit to do, or cause, suffer or permit to be done or omitted to be done, anything that would result in any Encumbrance other than a Permitted Encumbrance against or affecting the Additional Lands; (e) Any Additional Lands acquired by the City shall, upon such acquisition, constitute City Lands, provided, however, that, notwithstanding anything to the contrary in this Agreement: (i) Project Co shall be responsible for and shall indemnify and hold harmless the City from and against all costs, risks, obligations and liabilities in respect of, or arising in connection with, such Additional Lands (and any portion of such Additional Lands comprising a Site) and the acquisition thereof, including claims relating to Contamination, fossils, Utility Infrastructure or artifacts and other objects having artistic, historic, archaeological or monetary value, including human remains and burial sites; (ii) the City provides no representation or warranty, and shall have no obligation to Project Co, in respect of, or arising in connection with, any Additional Lands (and any portion of Additional Lands comprising a Site), including, for certainty and without limitation, pursuant to Sections 4.2 [Status of City Lands], 13.1 [City’s Representations], Section 24 of Schedule 10 [Environmental Performance Requirements], City Approvals pursuant to Schedule 28 Part 1 [Governmental Approvals and Authorizations], Schedule 29 [Security Matters] and 20.4 [Project Co’s Reliance on Information]; and (iii) to the extent related to or arising in connection with the Additional Lands, Project Co shall not be entitled to claim any Relief Event, Force Majeure Event or Change; and (f) The Parties acknowledge that this Section 4.5 [Additional Lands] is not intended to apply to, and does not apply to, Real Property Interests intended to be used by Project Co: (i) on a temporary basis (such as temporary stockpiling or staging areas, marshalling yards, lay-down areas, or similar); or (ii) that will not contain any of the Infrastructure and will not affect the ownership or use of the Infrastructure following expiry of the Term or sooner termination of this Agreement.

Additional Lands. If, despite Project CoDesign-Builder’s acknowledgement in Section 5.4 4.4 [Construction Within the City Lands], Project Co Design- Builder determines that Real Property Interests in addition to the City Lands are required for the Project Work (the “Additional Lands”), then: (a) Project Co Design-Builder shall, at its earliest practicable opportunity, submit to the City notice of its recommended acquisition by one of Project CoDesign-Builder, a Project Contractor Subcontractor or the City of the Additional Lands, including a detailed explanation identifying the requirement and rationale for such acquisition, evidence of investigations respecting possible Contamination and Hazardous Substances remediation requirements or liabilities and all other relevant explanatory documentation, including the legal description and title documentation in respect of such Additional Lands, an explanation of the nature of the interest in the Additional Lands to be acquired, any available environmental reports in respect of such Additional Lands and Project CoDesign-Builder’s recommendation as to which Party should acquire and pay for these Additional Lands. (b) Unless and until the City has consented, in its discretion, to the acquisition of the Additional Lands, Project Co Design-Builder shall not acquire and shall prohibit Project Co Design-Builder Persons from acquiring such Additional Lands. The City will confirm whether it accepts Project CoDesign-Builder’s recommendation regarding the acquisition of Additional Lands and will give its consent within: (i) 30 Business Days after receipt of notice and all relevant documentation; and (ii) if the City fails to give or deny its consent within such time period it will be deemed to have denied its consent; (c) If Project Co Design-Builder requests consent to a proposed acquisition of Additional Lands pursuant to Section 4.5(a3.6(a), Project Co Design-Builder will pay, without duplication, the City’s reasonable internal administrative and personnel costs and all reasonable out-of-pocket costs (including in respect of technical, financial and legal advisors) in connection with the City’s consideration of such request. At the time of making a request, Project Co Design-Builder will make a payment to the City in the amount of $15,000 as an advance against (and not in satisfaction of) its obligations under this Section 4.5(c3.6(c). After the City renders its decision, the City will either refund any overpayment or invoice Project Co Design-Builder for any additional amounts owing under this Section 4.5(c3.6(c) and Project Co Design-Builder will promptly pay such additional amount to the City. Concurrently with providing such refund or invoice, the City will provide Project Co Design-Builder with a breakdown of the City’s costs in connection with its consideration of Project CoDesign-Builder’s request for consent; (d) Where Project CoDesign-Builder, or a Project ContractorSubcontractor, is given consent by the City to acquire Additional Lands, rather than the City, Project Co Design-Builder shall, or shall cause the Project Contractor Subcontractor in question, to grant to the City an option, exercisable upon notice given at any time within 30 Business Days before or after expiry of the Term or sooner termination of this Agreement, to purchase such Additional Lands for a purchase price of one dollar. Project Co Design-Builder shall promptly notify the City of any Additional Lands that Project Co Design-Builder or a Project Contractor Subcontractor acquires pursuant to this Section 4.5 3.6 [Additional Lands] and shall, in furtherance of the option hereby granted and at the request of the City from time to time, enter into a formal option agreement in such form as the City may reasonably require. Project Co Design-Builder shall not grant or assume any Encumbrance other than a Permitted Encumbrance affecting or against such Additional Lands or do or omit to do, or cause, suffer or permit to be done or omitted to be done, anything that would result in any Encumbrance other than a Permitted Encumbrance against or affecting the Additional Lands; (e) Any Additional Lands acquired by the City shall, upon such acquisition, constitute City Lands, provided, however, that, notwithstanding anything to the contrary in this Agreement: (i) Project Co Design-Builder shall be responsible for and shall indemnify and hold harmless the City from and against all costs, risks, obligations and liabilities in respect of, or arising in connection with, such Additional Lands (and any portion of such Additional Lands comprising a Site) and the acquisition thereof, including claims relating to Contamination, fossils, Utility Infrastructure or artifacts and other objects having artistic, historic, archaeological or monetary value, including human remains and burial sites; (ii) the The City provides no representation or warranty, and shall have no obligation to Project CoDesign-Builder, in respect of, or arising in connection with, any Additional Lands (and any portion of Additional Lands comprising a Site), including, for certainty and without limitation, pursuant to Sections 4.2 3.3 [Status of City Lands], 13.1 12.1 [City’s Representations], 19.4 [Design-Builder’s Reliance on Information], Section 24 23 [Historical Resources] of Schedule 10 [Environmental Performance Requirements], City Approvals pursuant to Schedule 28 [Project Approvals and Utility Matters] Part 1 [Governmental Approvals and AuthorizationsProject Approvals], and Schedule 29 [Security Matters] and 20.4 [Project Co’s Reliance on Information]; and (iii) to To the extent related to or arising in connection with the Additional Lands, Project Co Design-Builder shall not be entitled to claim any Relief Event, Force Majeure Event or Change; and (f) The Parties acknowledge that this Section 4.5 3.6 [Additional Lands] is not intended to apply to, and does not apply to, Real Property Interests intended to be used by Project CoDesign-Builder: (i) on a temporary basis (such as temporary stockpiling or staging areas, marshalling yards, lay-down areas, or similar); or (ii) that will not contain any of the Infrastructure and will not affect the ownership or use of the Infrastructure following expiry of the Term or sooner termination of this Agreement.