Material Term Description. Variation The City has the right from time to time to prepare and require Project Co to carry out and implement a variation. A variation is an addition, reduction, substitution, omission, modification, deletion, removal or other change to the whole or any part of the works, the Highway 417 works or the maintenance services. Variations are mitigated by performing continued due diligence and thoroughly planning any work/modifications prior to financial close. A variation may arise from a dispute resolution and may impact payments such as a milestone payment or the monthly service payments. Where the City proposes a variation, Project Co will deliver an estimate of its cost implications, steps to implement, impact on schedule, impact on the performance of its obligations, impact on its financing arrangements and other relevant matters for consideration by the City. Project Co may object to a variation requested by the City on grounds including that it would have a material and adverse impact on the performance of its obligations, result in a change to the essential nature of the system, infringe applicable laws or result in the revocation of existing or an unobtainable requirement for new permits, licenses or approvals. Project Co may also propose variations for consideration by the City in its discretion. If accepted, a process similar to that described above would apply.
Material Term Description. Conditions Precedent The Agreements will become effective and are conditional upon the following (the “ Unconditional Date”) : • The NCC obtaining all necessary external and internal approvals; and • The City obtaining all necessary approvals; and • The City entering into a binding agreement for the construction of the Stage 2 LRT Project. Land Access Permit The NCC will not unreasonably withhold or delay its approval to grant a land access permit to the City, its contractors, employees and/or agents for the purposes of entering onto and accessing lands owned by the NCC so that the City may conduct investigations and inspections of the lands prior to the Term Commencement Date of the Licence of Occupation. Federal Land Use and Transaction Approvals (FLUDTAs) Portions of the Southern, Western and Eastern Extension (the “Extensions”) on federal lands are subject to Federal Land Use and Transaction Approvals (FLUDTAs). The Agreements contain a framework for the Parties to work together towards obtaining FLUDTAs for various elements of the Stage 2 LRT Project. Licence of Occupation The NCC will grant the City a Licence of Occupation over the Licenced Lands (in the form attached in Material Term Description (LOO) Schedule “D” of the Agreements) for a term commencing on the Term Commencement Date and expiring on the Term Expiry Date. The Licenced Lands have been divided into multiple Sites which are further subdivided into Parcels to accommodate differing Term Commencement Dates and Term Expiry Dates. The Term Commencement Dates are triggered by the City notifying the NCC of the commencement dates it requires for each Site within six months of the City entering into an agreement with the successful proponent to construct the Extensions. The Term Expiry Date of each parcel of land specified in the Term Notification Notice will be the date specified in the Term Notification Notice or the earlier of the following: (a) For parcels of lands which are part of the temporary interests (the “Temporary Interests”), the date that the City vacates the relevant parcel of Temporary Interests. (b) For parcels of lands which are part of the permanent interests of which the NCC is conveying an easement or fee simple interest (the “Permanent Interests”), the date on the transfer of the Permanent Interest relating to the relevant Parcel is registered. The City will pay the NCC an estimated licence fee (the “Estimated License Fee”) plus sum equivalent to all applicable taxes for al...
Material Term Description. Project Scope The Project Agreement for the Stage 2 Trillium Line Extension Light Rail Transit defines the project scope as follows, including, but not limited to, the following examples, in accordance with prescribed specifications: • the expansion of the existing Trillium Line with approximately 11.5 km of new single track (with passing sidings) from the existing terminus at Greenboro Station to the proposed new Limebank Station, the majority of which follows the existing City-owned (former CPR) railway corridor; • the extension of the existing Trillium Line by way of a 4.5 km-long Airport Link to the Airport that will connect to the mainline at the proposed South Keys Station; • the extension of passing sidings within the existing Trillium Line (at the Gladstone, Brookfield and Carleton locations) to enhance operational reliability; • the extension of the five (5) existing station platforms (at the Bayview, Carling, Xxxxxx’x Bay, Carleton and Greenboro locations) to accommodate longer train consists; • the addition of new stations at Gladstone and Walkley; • the addition of proposed stations on the Trillium Line extension at the South Keys, Leitrim, Bowesville and Limebank locations; • the addition of proposed stations on the Trillium Line extension for the proposed connection to the Ottawa XxxXxxxxx-Xxxxxxx International Airport at the Uplands and Airport Terminal locations; • the upgrade of existing bridge structures on the existing Trillium Line and upgrade of the existing Dow’s Lake tunnel structure and mechanical ventilation system; • the expansion of the pedestrian underpasses at Carleton University, new underpass north of Xxxx Club Road and new underpass under the South Keys Station; • the construction of rail, pedestrian or other overpass structures at Bayview Station, over the Rideau River, Xxxxxxx Xxxxxxx, Xxxx Club Road, Xxxxxx Road, Leitrim Road, EarlArmstrong Road, Bowesville Road, Mosquito Creek, Limebank Road, Airport Parkway and Uplands Drive, and ecological overpass (at High Road); • the construction of the New Walkley Yard to be constructed west of Albion Road, across the street from the Existing Walkley Yard; • the introduction of improved connectivity for pedestrians and cyclists parallel to the Existing Trillium and Trillium Line extension and in the vicinity of stations, including construction of a new multi-use path system; • the extension of and upgrades to the Trillium Line communications systems and signaling and train control ...
Material Term Description. Term The earlier of 18 months from the OLRT project substantial completion date and December 31, 2019. Future Amendment The City is to submit amended financial information for approval by the Ministry: (i) within 30 days of entering into the OLRT project agreement; and (ii) within 30 days of entering into a contribution agreement with the Federal government. If approved by the Ministry, in its sole discretion, the Contribution Agreement would be amended accordingly. Contribution Amount / Calculation A maximum contribution of $600 million will be made by the Ministry. The Ministry will provide funds (i) with respect to the OLRT project agreement, on an instalment basis; and (ii) with respect to general Eligible Costs (as set out in the Contribution Agreement) on an invoice basis. Obligation of Recipient City is responsible for: complete, diligent, timely, and on budget OLRT project implementation; any cost overruns; and operation, maintenance and repair for full lifecycle of infrastructure. Other Funding Other funding for the OLRT project must be disclosed to the Ministry, which can recover (or reduce its subsequent contributions by a similar amount): (i) any funding provided to the City over the Ministry’s maximum contribution (excluding Gas Tax amounts); (ii) any amounts received by the City over 100% of Eligible Costs; and (iii) any funds used for ineligible costs, as set out in the Contribution Agreement.
Material Term Description. Contamination At all times throughout the term of the OLRT Project, Project Co shall be responsible for managing, remediating and/or removing any existing contamination located on, in or under, the OLRT lands which was described in or properly inferable, readily apparent or readily discoverable from advanced environmental reports and geotechnical data reports made available to Project Co by the City as part of background information (background information includes any information, given or made available to Project Co by the City, or which was obtained from any other sources prior to the date of the Project Agreement). Project Co shall be responsible for removing or remediating: any contamination which Project Co causes or permits to be released in a manner which does not comply with applicable law or which causes a risk to human health or the environment; or, any existing contamination which was harmless or stored, contained or otherwise dealt with in accordance with applicable law which Project Co causes or permits to be released in a manner which does not comply with applicable law or which causes a risk to human health or the environment. Project Co shall also be responsible for all direct losses associated with the releases of contamination or existing contamination described above. Geotechnical Project Co must take on geotechnical risk, unless background information is to the knowledge of identified City persons incorrect or there is relevant information in the possession or control of the City that would make any of such information incorrect to the extent such incorrect information materially adversely interferes with Project Co’s ability to perform the Project scope or cost in which case a variation results.
Material Term Description. Additional City Costs The City is responsible for costs and reimbursing costs incurred by the NCC for all of its professional fees, including surveying and valuation fees contemplated in the Agreement, subject to conditions. Public Works and Government Services Canada (MOA) Memorandum of Agreement (the “MOA”) between the Crown as represented by Public Works & Government Services Canada (“PWGSC”) and the City of Ottawa (“City”)
Material Term Description. Design of the Grade Separation The design and construction of the Grade Separation (the “Construction Works”) will be carried out in accordance with agreed design specifications outlined in a functional design which has been appended to the Crossing Agreement. Costs and Cost Sharing The City and VIA will each be responsible for its own costs (including legal and consulting costs) incurred in connection with the preparation, negotiation and administration of the Crossing Agreement. In recognition of the fact that the Grade Separation will benefit both VIA and the City by providing for a grade separated crossing of the Trillium Line commuter rail transit system over the CN-CP Railway Corridor which is used by VIA for their passenger rail service, VIA and the City have agreed to finalize a cost sharing methodology which will provide for a contribution by VIA to the cost of the Construction Works (the “Cost Sharing Agreement”). Construction of the Grade and Ownership of Construction Works The Construction Works will be carried out as part of the Trillium Line Project. The Crossing Agreement contains provisions governing the implementation of the Construction Works. The City will be the owner of the Grade Separation and will have the right to use and operate the Grade Separation and run its commuter rail transit system and any other rail system over the Grade Separation. Future Requirement to The functional design which has been incorporated in the Crossing Agreement describes a potential Material Term Description Accommodate Freight future freight bypass (the “Bypass”) which may be required in future should there be a need to accommodate freight trains on the Trillium Line. As neither the City nor VIA are currently aware of any such demand, the Bypass is not included as part of the Construction Works. Performance of O&M Works Following the completion of the Construction Works, the City agrees to coordinate and carry out all operation and maintenance works required throughout the lifecycle of the Grade Separation and its railway bridge structure and appurtenances (the “O&M Works”). VIA agrees to provide the City consents and authorizations as may be required to access the CN-CP Railway Corridor Lands and/or the VIA Railway Tracks in connection with the O&M Works. All of the City’s operation and maintenance obligations relating to the Grade Separation will terminate if the City dismantles the Grade Separation and restores the CN-CP Railway Corridor Lands and Cit...
Material Term Description. Appropriations and Budgeting Canada’s contribution to the Project is subject to annual appropriations made by Parliament for the applicable fiscal year. The City releases Canada from any liability arising as a result of termination or reduction of funding due to appropriations. Subject to the Contribution Agreement, Canada will commit funds in a fiscal year towards the Project in accordance with the budget/payment forecast appended to the Contribution Agreement (Schedule B). If in a fiscal year an amount lesser than the estimated contribution is paid or payable by Canada, then Canada will, subject to the Contribution Agreement, make reasonable efforts to re-allocate the difference to a subsequent fiscal year. If any requested re-allocation of Project funding is not approved by the Federal Crown, the amount of Canada’s contribution is so reduced, and the parties will review the effects of such reductions on the overall implementation of the Project and to adjust the terms and conditions of the Agreement as appropriate.
Material Term Description. Contamination At all times throughout the term of the OLRT Project, Project Co shall be responsible for managing, remediating and/or removing any existing contamination located on, in or under, the OLRT lands which was described in or properly inferable, readily apparent or readily discoverable from background information made available to Project Co by the City. Background information includes any information, given or made available to Project Co by the City, or which was obtained from any other sources prior to the date of the Project Agreement. Project Co shall be responsible for removing or remediating: any contamination which Project Co causes or permits to be released in a manner which does not comply with applicable law or which causes a risk to human health or the environment; or, any existing contamination which was harmless or stored, contained or otherwise dealt with in accordance with applicable law which Project Co causes or permits to be released in a manner which does not comply with applicable law or which causes a risk to human health or the environment. Project Co shall also be responsible for all direct losses associated with the releases of contamination or existing contamination described above. Geotechnical Project Co must take on geotechnical risk, unless background information is to the knowledge of identified City persons incorrect or there is relevant information in the possession or control of the City that would make any of such information incorrect to the extent such incorrect information materially adversely interferes with Project Co’s ability to perform the Project scope or cost in which case a variation results.
Material Term Description. Consequences of a Compensation Event If it is agreed or determined that there has been a compensation event, Project Co shall be entitled to such compensation as would place Project Co in no better and no worse position than it would have been in had the relevant compensation event not occurred. In respect of a compensation event that is also a delay event, such compensation will include amounts which, but for the delay event, would have been paid by the City to Project Co. Project Co shall provide the City representative with any information it may require in order to determine the amount of such compensation. If the City is required to compensate Project Co, then the City may either pay such compensation as a lump sum payment or payments at times and in a manner to be agreed with Project Co, acting reasonably, or, alternatively, the City may request Project Co to agree to an adjustment to the monthly service payments.
