Common use of Purpose of the Clause in Contracts

Purpose of the. “Government-to-Government” Approach When delivering critical infrastructure, public procurement processes are designed to provide the requisite degree of transparency and to achieve a competitive economic outcome. In most instances these positive objectives are achieved; however, there are specific circumstances when such processes inhibit the ability of governments to ensure project delivery in a timely way. Bermuda faces the challenge of financing the redevelopment of an airport that has less than 1 million annual passengers. Tenders for airport concessions with this volume of traffic are not seen in the international aviation market due to lack of investor interest and the costs of setting up and running a traditional procurement process. The case of Bermuda is compounded by declining passenger volumes which heighten perceived investment risks associated with the project. These challenges combined directly question if a purely commercial open-market tender would reach financial close or offer the Government of Bermuda value for money in the redevelopment of the airport. CCC explores how governments can achieve the benefits of a competitive, public procurement process without triggering its drawbacks, by utilizing a risk-sharing, “Government-to-Government” approach. The fundamental objective of the Government of Canada, acting through the CCC, is to assist Bermuda by providing a preferred Canadian solution effectively, efficiently and that meets the needs in a timely manner. Working directly with CCC to deliver public infrastructure offers a process designed to answer three important questions:  Is direct contracting with Canada the right choice at this time for the project?  How does the proposed delivery approach provide value to your Government?  What are the assurances and controls that CCC puts in place to deliver the anticipated results? While framed as a “Government to Government” undertaking, it is important to emphasize the CCC’s entirely commercial role. CCC is offering to work together with the Government of Bermuda in a commercially, cooperative and collaborative manner to reduce the costs, risks and timelines associated with delivering a project of vital economic and social importance to the nation. CCC will mobilize world class experts, an advisory team, to assist Bermuda in arriving at the optimal structure - including getting the right balance between private financing and Government support. The Government of Canada, through CCC, provides access to a roster of fully vetted and approved Canadian companies, accompanied by a Government of Canada backed guarantee of contract performance to ensure the project will be completed in accordance with its terms and conditions, and CCC oversight through the life of the project. As a Government of Canada agency, CCC must demonstrate the viability of the projects it undertakes to an internal Risk and Opportunities Committee and adhere to principles of good project management and ethical business practices, particularly as it actively promotes a project on a single source basis. In this instance, the benefits to the Bermuda Government are greatly increased by the involvement of the Canadian Government acting through the CCC. CCC brings to the Project the assurance by a ‘AAA’ sovereign counterparty that the construction of the airport will be carried out in accordance with the terms of the contract – most importantly, on time and on budget. CCC’s mandate permits it to be part of the construction portion of the project but the concession portion is to be novated to the special purpose concessionaire established by the airport development team. Further discussion in this regard will occur during the development of project agreements. The concession model has been successfully replicated in jurisdictions around the world. Recently, the CCC Team successfully delivered a new airport project in Quito, Ecuador valued at US$750 million under the very same model that is being proposed for Bermuda. The Quito Airport Project is the recipient of many prestigious international awards, including awards for financing, environmental sustainability and corporate social responsibility, and in 2014 the Globe Travel Award for Best Airport in South America, considered the Oscar of the Airport industry; this is the track record the CCC Team is bringing to the Bermuda Airport Project. Among many other jurisdictions including the U.K., the concession model is widely tested and proven in Canada, which today is the epicenter of the world’s Public-Private Partnership (P3) industry. Over 220 projects having been delivered by Government in partnership with the private sector and utilizing private sector financing and expertise. The CCC Team The CCC Team is comprised of the Canadian Commercial Corporation together with a team of airport developers, airport constructors, airport designers and financiers, collectively with exceptional experience and capability in financing and delivering airport infrastructure. Several members of this proposed team worked together successfully delivering the Quito Airport Project. Individual members of the team each have extensive capability and depth of experience in relation to delivering privately financed infrastructure concessions. Aecon is Canada’s largest publicly traded construction and infrastructure development company, having delivered many of Canada’s landmark infrastructure icons. Aecon has extensive P3 and concession development and management expertise and a depth of experience in airport construction. Bermuda will benefit from Aecon's ability to deploy a team with expansive airport development, P3 and construction experience internationally, ensuring global standards of delivery. Aecon in turn will be supported by Xxxx XxxXxxxxx, one of the world's leading aviation consultancies with an unrivalled track record delivering aviation projects in over 120 countries around the world. Aecon will also be supported by Xxxxx Associates Architects of Toronto, a firm that has successfully completed more than 70 airport planning, design and construction projects in over 25 countries, and by UBS Investment Bank, acting as financial adviser in relation to the project. UBS is a leading investment bank with over CHF1.01 trillion in assets, with a strong track record of advising clients on complex transactions in the airports, ports, toll road and rail sectors. CCC brings together global experience of airport operations and commercialization that will assist Bermuda in transforming its airport business. Further details on the CCC Team are set forth in Annex 1 to this document

Purpose of the. “Government-to-Government” Approach When delivering critical infrastructure, public procurement processes are designed to provide the requisite degree of transparency and to achieve a competitive economic outcome. In most instances these positive objectives are achieved; however, there are specific circumstances when such processes inhibit the ability of governments to ensure project delivery in a timely way. Bermuda faces the challenge of financing the redevelopment of an airport that has less than 1 million annual passengers. Tenders for airport concessions with this volume of traffic are not seen in the international aviation market due to lack of investor interest and the costs of setting up and running a traditional procurement process. The case of Bermuda is compounded by declining passenger volumes which heighten perceived investment risks associated with the project. These challenges combined directly question if a purely commercial open-market tender would reach financial close or offer the Government of Bermuda value for money in the redevelopment of the airport. CCC explores how governments can achieve the benefits of a competitive, public procurement process without triggering its drawbacks, by utilizing a risk-sharing, “Government-to-Government” approach. The fundamental objective of the Government of Canada, acting through the CCC, is to assist Bermuda by providing a preferred Canadian solution effectively, efficiently and that meets the needs in a timely manner. Working directly with CCC to deliver public infrastructure offers a process designed to answer three important questions:  • Is direct contracting with Canada the right choice at this time for the project?  • How does the proposed delivery approach provide value to your Government?  • What are the assurances and controls that CCC puts in place to deliver the anticipated results? While framed as a “Government to Government” undertaking, it is important to emphasize the CCC’s entirely commercial role. CCC is offering to work together with the Government of Bermuda in a commercially, cooperative and collaborative manner to reduce the costs, risks and timelines associated with delivering a project of vital economic and social importance to the nation. CCC will mobilize world class experts, an advisory team, to assist Bermuda in arriving at the optimal structure - including getting the right balance between private financing and Government support. The Government of Canada, through CCC, provides access to a roster of fully vetted and approved Canadian companies, accompanied by a Government of Canada backed guarantee of contract performance to ensure the project will be completed in accordance with its terms and conditions, and CCC oversight through the life of the project. As a Government of Canada agency, CCC must demonstrate the viability of the projects it undertakes to an internal Risk and Opportunities Committee and adhere to principles of good project management and ethical business practices, particularly as it actively promotes a project on a single source basis. In this instance, the benefits to the Bermuda Government are greatly increased by the involvement of the Canadian Government acting through the CCC. CCC brings to the Project the assurance by a ‘AAA’ sovereign counterparty that the construction of the airport will be carried out in accordance with the terms of the contract – most importantly, on time and on budget. CCC’s mandate permits it to be part of the construction portion of the project but the concession portion is to be novated to the special purpose concessionaire established by the airport development team. Further discussion in this regard will occur during the development of project agreements. The concession model has been successfully replicated in jurisdictions around the world. Recently, the CCC Team successfully delivered a new airport project in Quito, Ecuador valued at US$750 million under the very same model that is being proposed for Bermuda. The Quito Airport Project is the recipient of many prestigious international awards, including awards for financing, environmental sustainability and corporate social responsibility, and in 2014 the Globe Travel Award for Best Airport in South America, considered the Oscar of the Airport industry; this is the track record the CCC Team is bringing to the Bermuda Airport Project. Among many other jurisdictions including the U.K., the concession model is widely tested and proven in Canada, which today is the epicenter of the world’s Public-Private Partnership (P3) industry. Over 220 projects having been delivered by Government in partnership with the private sector and utilizing private sector financing and expertise. The CCC Team The CCC Team is comprised of the Canadian Commercial Corporation together with a team of airport developers, airport constructors, airport designers and financiers, collectively with exceptional experience and capability in financing and delivering airport infrastructure. Several members of this proposed team worked together successfully delivering the Quito Airport Project. Individual members of the team each have extensive capability and depth of experience in relation to delivering privately financed infrastructure concessions. Aecon is Canada’s largest publicly traded construction and infrastructure development company, having delivered many of Canada’s landmark infrastructure icons. Aecon has extensive P3 and concession development and management expertise and a depth of experience in airport construction. Bermuda will benefit from Aecon's ability to deploy a team with expansive airport development, P3 and construction experience internationally, ensuring global standards of delivery. Aecon in turn will be supported by Xxxx XxxXxxxxx, one of the world's leading aviation consultancies with an unrivalled track record delivering aviation projects in over 120 countries around the world. Aecon will also be supported by Xxxxx Associates Architects of Toronto, a firm that has successfully completed more than 70 airport planning, design and construction projects in over 25 countries, and by UBS Investment Bank, acting as financial adviser in relation to the project. UBS is a leading investment bank with over CHF1.01 trillion in assets, with a strong track record of advising clients on complex transactions in the airports, ports, toll road and rail sectors. CCC brings together global experience of airport operations and commercialization that will assist Bermuda in transforming its airport business. Further details on the CCC Team are set forth in Annex 1 to this document